ERL Listing Particulars Final

THIS PRE-LISTING STATEMENT AND PRIVATE PLACEMENT MEMORANDUM IS
IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
The definitions and interpretations commencing on page 14 apply, mutatis mutandis, throughout this
document, including this front cover (unless specifically defined, where used or the context indicates a
contrary intention).
If you are in any doubt as to the action that you should take in relation to matters set forth in this
document, please consult your broker, banker, legal advisor, accountant or other professional advisor
immediately.
This Listing Particulars does not constitute or form part of any public offer or invitation to purchase,
otherwise acquire, subscribe for, sell, otherwise dispose of, issue or purchase any security in any
jurisdiction.
Entrepreneur Resorts Limited

(Incorporated in the Republic of Seychelles on 9 May 2017)
(Company Number 194139)
Share code: ERL ISIN: SC3283DEIE74
(“ERL” or “the Company”)
This Listing Particulars and all annexures thereto shall be governed and construed under and in
accordance with the laws of the Republic of Seychelles and the Listing Requirements of Trop-X.
Market participants are advised that trading in ERL Ordinary Shares will only take place in
dematerialized form and the listing will be in United States Dollars (“USD”).
Date of issue: 9 May 2017
This Listing Particulars is available in English only. Copies are available in electronic form from the
registered office of ERL at the address indicated on page 4 of This Listing Particulars as well as from
the Company’s website www.entrepreneurresorts.com.
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ENTREPRENEUR RESORTS LIMITED
Listing Particulars General Information
Prepared by PKF Capital Markets (Seychelles) Limited, and issued in terms of the Listings
Requirements of Trop-X relating to the listing of all the issued ordinary shares of Entrepreneur
Resorts Limited on Trop-X.
This Listing Particulars is not an invitation to the general public to subscribe for shares in ERL, 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 12,127,500 Ordinary Shares with a par
value of USD 121,275 being the entire issued share capital of the Company on the Main Board of Trop-
X under the abbreviated name “EResort”, share code “ERL” and ISIN SC3283DEIE74. The trading
will commence at 10.00am on 19 July 2017.
The authorized share capital of the Company is USD 500,000,000 ordinary shares at par value USD
0.01 each. The issued ordinary shares in the capital of the Company rank pari passu with each other.
This is the only class of shares in the Company.
The issued ordinary shares of the Company will only trade on Trop-X as dematerialized shares. The
dematerialized shares will be held by AfriDep Limited 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.
The Trop-X approval of the listing of any security is not to be taken in any way as an indication of the
merits of the security. Trop-X has not verified the accuracy and truth of the contents of the
documentation and, to the extent permitted by law will not be liable for any claim of whatever kind.
This Listing Particulars is available in English only. Copies are available in electronic form from the
registered office of ERL at the address indicated on page 4 of This Listing Particulars as well as from
the Company’s website www.entrepreneurresorts.com.
Sponsor Advisor
PKF Capital Markets (Seychelles) Limited
Date of issue: 9 May 2017
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FORWARD-LOOKING STATEMENTS
No person is authorized to give any information or make any representations (whether oral or written)
in connection with this Listing Particulars except such information as is contained in this Listing
Particulars and in any annexures, hereto. Only information or representations contained herein may be
relied upon as having been authorized.
Neither the issue nor the delivery of this Listing Particulars at any time shall imply that information
contained herein is correct as of any time subsequent to the issue date. Readers of this Listing Particulars
should not construe its contents, or any prior or subsequent communications from the Company or any
of its agents, officers, or representatives, as legal or tax advice. Readers should consult their own
advisers as to legal, tax and related matters concerning an investment in the company.
Neither the Directors nor their agents make any representation to any potential purchaser of securities
regarding the legality of an investment therein by such investor under applicable legal investment
regulation or similar laws.
Market data and industry information contained in the Listing Particulars are derived from various trade
publications, industry sources and company estimates. Such sources and estimates are inherently
imprecise. However, the Directors believe that such data and information are generally indicative of
market position. The Directors of the Company are under no obligation to update this information and
will in fact not update the information in this Listing Particulars beyond its issue date.
This Listing Particulars contains forward looking statements based on assumptions and reflects the
Directors expectations, estimates and projections of future events as of the date of this Listing
Particulars. 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 Directors in the light of their 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 Directors 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 the Listing Particulars
and qualify any and all forward-looking statements made in this Listing Particulars.
Although the Directors have 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 forwards
looking statements herein relate only to events or information as at the date on which the statements are
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made and, except as specifically required by law, the Directors 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.
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CONTENTS
CONTENTS............................................................................................................................................ 5
CORPORATE INFORMATION AND ADVISORS ............................................................................. 8
DIRECTORS .......................................................................................................................................... 9
SALIENT FEATURES ......................................................................................................................... 10
1. INTRODUCTION ........................................................................................................................ 10
2. OVERVIEW ................................................................................................................................. 10
3. MANAGEMENT .......................................................................................................................... 10
4. PROSPECTS................................................................................................................................. 10
5. ENTREPRENEUR RESORTS LIMITED FINANCIAL INFORMATION ................................ 11
6. PURPOSE OF THE LISTING ...................................................................................................... 11
7. SUMMARY OF THE PRIVATE PLACEMENT ........................................................................ 11
8. ACTION REQUIRED .................................................................................................................. 11
IMPORTANT DATES AND TIMES ................................................................................................... 13
DEFINITIONS ...................................................................................................................................... 14
LISTING PARTICULARS ................................................................................................................... 16
1. INCORPORATION, NATURE OF BUSINESS, HISTORY AND PROSPECTS ...................... 16
1.1. Incorporation ......................................................................................................................... 16
1.2. Nature of business ................................................................................................................. 16
1.3. History................................................................................................................................... 16
1.4. Prospects ............................................................................................................................... 16
1.5. Management accounts ........................................................................................................... 18
1.6. Court, arbitral and administrative proceedings ..................................................................... 18
2. MANAGEMENT .......................................................................................................................... 18
2.1. Directors................................................................................................................................ 18
2.2. Directors’ addresses .............................................................................................................. 21
2.3. Directors’ powers .................................................................................................................. 21
2.4. Current Directors’ Shareholding in ERL .............................................................................. 22
2.5. Directors Options .................................................................................................................. 23
2.6. Lock-in .................................................................................................................................. 23
2.7. Rotation of Directors............................................................................................................. 23
2.8. General .................................................................................................................................. 23
2.9. Family relationship ............................................................................................................... 24
2.10. Auditors............................................................................................................................. 24
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2.11. Employee participation ..................................................................................................... 24
3. CAPITAL AND VOTING RIGHTS ............................................................................................ 24
3.1. Share Capital ......................................................................................................................... 24
3.2. Voting rights ......................................................................................................................... 25
3.3. General meetings .................................................................................................................. 25
3.4. Notice of general meetings ................................................................................................... 26
3.5. Withdrawal of demand for poll ............................................................................................. 27
3.6. Own equity securities ............................................................................................................ 27
3.7. Cross-shareholdings .............................................................................................................. 27
3.8. Borrowing powers ................................................................................................................. 27
3.9. Trading and transferability .................................................................................................... 28
3.10. Information policy............................................................................................................. 28
4. FINANCIAL INFORMATION .................................................................................................... 28
4.1. Financial Statements ............................................................................................................. 28
4.2. Projections............................................................................................................................. 28
4.3. Working capital ..................................................................................................................... 29
4.4. Dividend policy ..................................................................................................................... 29
4.5. Tax on Dividend Payments ................................................................................................... 30
5. PRIVATE PLACEMENT ..................................................................................................... 30
5.1. The Offer............................................................................................................................... 30
5.2. Offer Period .......................................................................................................................... 30
5.3. Minimum Subscription ......................................................................................................... 30
5.4. Oversubscription and allotment ............................................................................................ 30
5.5. Underwriting ......................................................................................................................... 30
6. RISK FACTORS .................................................................................................................. 30
6.1. Inherent risks in the hotel industry ........................................................................................ 30
6.2. Specific risks identified by the Board ................................................................................... 31
6.3. General risks of owning shares ............................................................................................. 31
7. INFORMATION ABOUT THE SECURITIES.................................................................... 31
7.1. Legal foundation ................................................................................................................... 31
7.2. Number, type and nominal value .......................................................................................... 31
7.3. Regulations ........................................................................................................................... 31
7.4. Rights .................................................................................................................................... 31
8. COSTS .................................................................................................................................. 32
9. MATERIAL CONTRACTS ................................................................................................. 32
9.1. Entrepreneur Resorts Pte Ltd Purchase Agreement: ............................................................. 32
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9.2. Tau Game Lodge Proprietary Ltd Purchase Agreement: ...................................................... 32
9.3. Vision Villas Purchase Agreement: ...................................................................................... 32
9.4. Genius Café Purchase Agreement: ....................................................................................... 32
9.5. Wealth Migrate Holdings Ltd capital raising and platform agreement: ................................ 32
10. INFORMATION ABOUT THE LISTING ....................................................................... 32
11. RESPONSIBILITY FOR THE LISTING PARTICULARS ............................................ 33
Annexure 1 – COMPLIANCE WITH MCGC ...................................................................................... 34
Annexure 2 – DOCUMENTS AVAILABLE FOR INSPECTION ...................................................... 36
Annexure 3 – EXEMPTIONS FROM THE LISTING REQUIREMENTS ......................................... 37
Annexure 4 – ARTICLES AND MEMORANDUM OF ASSOCIATION .......................................... 38
Annexure 5 – DIRECTORS CV’S........................................................................................................ 59
1. Roger James Hamilton .............................................................................................................. 59
2. Sandra Morrell .......................................................................................................................... 61
3. Jeremy Harris ............................................................................................................................ 66
4. Lisa Bovio ................................................................................................................................. 66
5. Dennis DuBois, CHAE ............................................................................................................. 71
Annexure 6 – UNAUDITED MANAGEMENT ACCOUNTS ............................................................ 75
Annexure 7 – PROJECTIONS AND ASSUMPTIONS ....................................................................... 76
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CORPORATE INFORMATION AND ADVISORS
Registered Address Sponsor Advisor

Global Gateway 8, PKF Capital Markets (Seychelles) Limited
Rue de La Perle, F19, First Floor, Eden Plaza,
Providence, Mahe, Eden Island,
Seychelles Seychelles
Business Address Legal Advisors

Global Gateway 8, Herold Gie,
Rue de La Perle, 80 Mckenzie Street,
Providence, Mahe, Cape Town 8001,
Seychelles South Africa
Auditors Company Secretary

PKF Indian Ocean Limited AAA International Services Ltd
F19, First Floor, Eden Plaza, Global Gateway 8,
Eden Island, Rue de La Perle,
Seychelles Providence, Mahe,
Seychelles
Capital Raising Platform Website

Wealth Migrate Holdings Limited www.entrepreneurresorts.com
Level 12, 28 Hennessy Road,
Waichai,
Hong Kong
PKF Capital Markets (Seychelles) Limited and PKF Indian Ocean Limited are legally independent
members of the PKF global network of firms.
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DIRECTORS
Roger James Hamilton, (48) CEO (British)
Sandra Morrell, (49) COO (Australian)
Jeremy Harris, (46) CFO (Australian)
Lisa Bovio (52) (Italian)
Dennis DuBois (54) (American)
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SALIENT FEATURES
The information set out in this salient features section of the Listing Particulars is an overview and is
not intended to be comprehensive. In order to gain a comprehensive understanding of all necessary
subject matter and information, this Listing Particulars should be read in its entirety.
The definitions and interpretations commencing on page 14 of this Listing Particulars apply, mutatis
mutandis, to this section (unless specifically defined where used or the context indicates a contrary
intention).
1. INTRODUCTION
Entrepreneur Resorts was established in May 2017 to be the world’s premier group of entrepreneur
resorts and beach clubs.
2. OVERVIEW
The company has been registered in terms of the Act and will take ownership of the Entrepreneur
Resorts in Singapore, which currently operates profitable entrepreneur retreats; the first Entrepreneur
Beach Club in Bali, Genius Café and has secured contracts for the purchase of Tau Game Lodge in
South Africa and XL Bali Vision Villas PT (“Vision Villas”) in Indonesia.
The company will be publicly listed on the Seychelles Trop-X stock exchange in June 2017, with
proceeds from the Private Placement going towards the purchase of Tau Game Lodge and to provide
additional working capital for the growth of Entrepreneur Resorts.
Vision Villas and Genius Café will be acquired by scrip transaction.
3. MANAGEMENT
The company is led by social entrepreneur and futurist, Roger James Hamilton, and a management team
that contains over 100 years of world class expertise in both growing a global entrepreneur network and
building internationally recognized hotel and resort chains.
4. PROSPECTS
Entrepreneur Resorts solves a need that the growing number of Entrepreneurs in the world have: A way
to co-work, co-live and co-learn in paradise locations around the world, connecting with local
entrepreneur communities.
The company will provide a membership and global network of resorts for retreats and accelerators,
and Beach Clubs for co-working & connection in paradise locations around the world.
The vision of the Company is to launch 5 entrepreneur resorts and 50 entrepreneur beach clubs within
the next 5 years. Both the resort model and beach club model have been launched and are operating at
profitability levels in excess of 20% in Bali, with the rollout plan now taking place with Entrepreneur
Resorts in Seychelles serving as the international holding company.
The company is uniquely placed to take advantage of the growth in the entrepreneur market, forecast
to reach 1 billion entrepreneurs according to Funders & Founders (a 10 times growth from the number
of entrepreneurs in the year 2000), as the founders have already established the largest and fastest
growing entrepreneur network in the world with 800,000 members in 100 countries. This ensures a
steady demand for the services that Entrepreneur Resorts provide.
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5. ENTREPRENEUR RESORTS LIMITED FINANCIAL INFORMATION
6 months ending 31 2018 2019
December 2017
USD’000 USD’000 USD’000
Revenue 4,518 8,957 15,676
Net operating income 1,056 2,230 3,496
Operating expenses 310 533 1,255
Group Profit 746 1,697 2,241
Non-operating expenses 342 410 492
Net Profit 404 1,287 1,749
The cash flow projections prepared by the Directors of the Company have not been subject to
independent review by the Company’s auditor or a reporting accountant. The Company’s Listing
Sponsor has reviewed the projections. By signing the first page the Listing Sponsor confirms that they
have reviewed the forecasting process that the Directors apply for due consideration and diligence.
However potential investors are reminded that the forecasts are forward looking statements as described
in the statement on forward looking statements on pages 3 and 4 of this Listing Particulars.
6. 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;
 allow existing shareholders a platform to trade in their shares;
 enhance investor and general public awareness of the Company and its business;
 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 12,127,500 ordinary shares in
the share capital of the Company on 18 May 2017. The shares will trade on the Main Board of Trop-X
under the abbreviated name “EResort” with the share code “ERL” and ISIN SC3283DEIE74.
7. SUMMARY OF THE PRIVATE PLACEMENT

A private placement to raise not less than USD 3 million is being undertaken by way of an offer for
subscription to invited investors via the Wealth Migrate Platform for Ordinary Shares in the Company
at a subscription price of USD 1.00 per Ordinary Share.
Assuming that the private placement is fully subscribed the Company will raise a gross cash amount of
USD 3,227,500 before all expenses.
The capital raised will be utilized to settle the consideration payable in respect of the acquisition of the
Tau Game Lodge in South Africa.
Issuance of the Ordinary Shares in terms of the private placement is conditional upon the minimum
subscription amount being received by not later than 48 hours prior to the Trop-X Listing.
8. ACTION REQUIRED
Applications for Ordinary Shares can only be made for dematerialized shares and must be submitted
via the Wealth Migrate Platform to a Securities Dealer.
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If you are in any doubt as to what action to take, you should please consult your broker, attorney or
other professional advisor immediately.
Applications for Ordinary Shares may only be made for a minimum of 1 000 Ordinary Shares. Shares
of the company will only be capable of being traded on Trop-X in dematerialized form.
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IMPORTANT DATES AND TIMES
The definitions and interpretations commencing on page 14 of this Listing Particulars apply, mutatis
mutandis, to this section (unless specifically defined where used or the context indicates a contrary
intention).
2017
Listing Particulars Date 9 May
Date of Approval of Listing 18 May
Listing Particulars Published 19 May
Opening of Private Placement 19 May
Closing of Private Placement 16 July
Trading of ERL on Trop-X (unless the offer is closed early) 19 July
Notes:
1. The dates and times in this Listing Particulars are subject to change as may be agreed by the
Company and approved by Trop-X.
2. Any changes will be announced through Trop-X and the company’s website.
3. All times in this Listing Particulars are Seychelles local times unless otherwise stated.
4. The issued ordinary shares of the Company will only trade on Trop-X as dematerialized shares.
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DEFINITIONS
In this Listing Particulars 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:
“Act” means the Seychelles International Business Company Act, 2016 as
amended;
“Articles” means the articles of incorporation of the Company, incorporated per the
Act, of Republic of Seychelles;
“AfriClear” means AfriClear (Seychelles) Limited a company incorporated under the

company law of Seychelles, and licensed to operate as a clearing agency in
terms of the Securities Act 2007;
“AfriDep” means AfriDep (Seychelles) Limited a company incorporated under the

company law of Seychelles, and licensed to operate as a share depository in
terms of the Securities Act 2007;
“Board” means the board of directors of Entrepreneur Resorts Limited holding that
office from time to time;
“Company” means Entrepreneur Resorts Limited;
“Dematerialized means issued ordinary shares which have been incorporated into AfriDep
Shares” and are no longer evidenced by physical certificates but are evidenced by
electronic records;
“Directors” means the members of the board of directors of ERL;
“FSA” means the Financial Services Authority of the Seychelles;
“Last Practicable means the last date practical to ascertain the accuracy of certain specified
day” information contained in this document;
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“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 ERL is admitted to the list of securities of Trop-X;
“Listing Particulars” means the combined Pre-Listing Statement and Private Placement
or “this Document” Memorandum contained in this document and approve by Trop-X on 18
May 2017;
“Listings means the Listings Requirements of Trop-X as amended from time to time
Requirements” by Trop-X;
“Ordinary Shares” means the ordinary par value shares of USD 0.01 in the share capital of the
Company;
“PKF” means PKF Capital Markets (Seychelles) Limited (Registration number

8410175-1) F19, First Floor, Eden Plaza, Eden Island, Seychelles;
“Registrar” means the Registrar of Companies in the Seychelles;
“Seychelles” means the Republic of Seychelles;
“Shareholders” or means the holders of the Ordinary Shares of Entrepreneur Resorts Limited;
“Members”
“Trop-X” means Trop-X (Seychelles) Limited a company incorporated under the

company law of Seychelles, and licensed to operate as a Securities
Exchange in terms of the Securities Act 2007;
“USD” Means United States Dollars, being the official currency of the United
States of America
“Wealth Migrate means the on-line real estate marketing platform owned and operated by the
Platform” Wealth Migrate Holdings Limited.
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(Incorporated in the Republic of Seychelles on 9 May 2017)
(Company Number 194139)
Share code: ERL ISIN: SC3283DEIE74
(“ERL” or “the Company”)
LISTING PARTICULARS
1. INCORPORATION, NATURE OF BUSINESS, HISTORY AND PROSPECTS
1.1. Incorporation
ERL was registered on 9 May 2017 in the Seychelles in terms of the Act. The Company’s registered
office is situated at Global Gateway 8, Rue de La Perle, Providence, Mahé Seychelles. The Company
also currently has a wholly owned subsidiary in Singapore. The ERL group after the agreed purchases
are complete, will employ 108 people globally. The Company is in the process of converting to a
Company Special License (“CSL”) in the Seychelles.
1.2. Nature of business
The objects for which the Company are established are to engage in any act or activity that is not
prohibited under any law for the time being in force in Seychelles, except that the company shall not
carry on any banking, insurance, reinsurance or trust business and subject to specific limitations as set
forth by the Seychelles International Business Companies Act 2016.
1.3. History
The Company is newly registered and has no history other than that the Company has concluded a
transaction acquiring 100% of the shares of Entrepreneurs Resort Pte Ltd (“ER Pte”), a company
registered in Singapore for USD 5,000,000 from World Game Pte Ltd, a company wholly owned by
Roger Hamilton this transaction has been settled by the issue of 5,000,000 Ordinary Shares in the
Company. This transaction has been finalized and comes into effect on 12 May 2017.
ER Pte was established in Jan 1st 2016 as the holding company for the global operations of Entrepreneur
Resorts. It will continue as the global operating company for the group and manage all Beach Club
membership transactions.
1.4. Prospects
ERL
100% 100% 100%
Tau Nominee (SA

XL Bali Vision
ER Pte company to be
Villas PT
incorporated)
Tau Game Lodge

The Company (or its Nominee) has entered into an agreement to purchase the lease of Tau Game Lodge
from Tau Game Lodge (Pty) Ltd within the Madikwe Game Reserve in the North-West Provence of
South Africa for USD 4,000,000. The Company will use proceeds of the Private Placement to settle
USD 3,000,000 of the purchase consideration due to the Vendor with the additional USD 1,000,000
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vendor financing to be repaid over 2 years. This Vendor finance carries interest at 3,5% per annum
compounded monthly in arrears, payable monthly.
Tau Game Lodge has established itself as the leading resort within the Madikwe Game Reserve, and
the only one with a 200-seat conference center. Entrepreneurs Institute has already hosted entrepreneur
events at the venue, attracting participants from Asia, Europe and USA. The resort operates as a safari
lodge with game drives, and has a large restaurant, bar and co-working spaces, together with a terrace
overlooking a lake that attracts game to the lodge.
The resort is in very good condition and includes a spa, pool and thirty separate, en-suite chalets. A
handover has been coordinated to take place on July 1st, 2017, and once the resort is being operated by
Entrepreneur Resorts, the Wi-Fi will be upgraded and entrepreneur events schedule will be added to
supplement the existing business from tourists and visitors. The directors are of the opinion that the
purchase price represents the replacement value of the lease hold improvements.
Vision Villas
The Company has entered into an agreement to purchase Vision Villas for USD 3,600,000 which will
be settled by a fresh issue of Ordinary Shares in the Company at an issue price of USD 1.00 per share.
Vision Villas was originally purchased in 2005 by Roger Hamilton and a group of investors, and became
Asia’s first Entrepreneur Resort in 2013. It has been running profitably and attracts entrepreneurs from
over 30 countries every year with many repeat visitors. Roger Hamilton will receive 1,237,500 of these
shares.
Vision Villas is currently managed by Entrepreneur Resorts Pte Ltd, and runs a series of entrepreneur
accelerator programs throughout the year called iLab Accelerators. The resort also hosts a series of
entrepreneur retreats run by partners, and makes its 17 rooms available for nightly stay on the main
hotel booking sites.
The resort is uniquely tailored to entrepreneurs, with conference and media recording facilities, high
bandwidth Wi-Fi and a business library. It is located on the East Coast of Bali, directly opposite the
Bali Safari Park.
As part of the expansion plans and following the success of Genius Cafe, the Entrepreneur Beach Club
in Sanur, Vision Villas is opening a second Genius Cafe that will serve visitors to the East Coast of
Bali.
ER Pte
Genius Café
ER Pte has issued $300,000 in debt commitments in 2016 to six depositors for the purpose of funding
all asset purchases and setup costs for the launch of Genius Café on a three-year term with 10% per
annum interest.
ER Pte has agreed with the six depositors to convert the $300,000 in debt to 300,000 shares in ERL.
Genius Cafe is the first Entrepreneur Beach Club to open, and has been operating since August 2016.
The Beach Club has a prime position on Sanur Beach, and has become a popular destination for Sanur
residents, visitors and entrepreneurs because of its high quality healthy food and drinks menu and daily
events.
The healthy food menu has been created by Celebrity Chef, Cynthia Louise, and the healthy drinks
menu has been created by Food & Drink Alchemist, Kittea ásdis. The daily events range from
entrepreneur skill shares to Start-up Grind Meet-ups sponsored by Google for Entrepreneurs.
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The beach club became profitable within three months of opening, and has now become the most
popular beach bar and restaurant in South Sanur. Each month the revenues have continued to grow,
with increasing numbers of community events and co-working activities for entrepreneurs.
Entrepreneur Beach Club Membership
Entrepreneur Resorts is replicating the WeWork model with a global monthly membership to join the
Entrepreneur Beach Club. This has already attracted over 1,600 members who are paying monthly or
annual fees to gain access to the global community, share opportunities and benefit from partner
discounts.
The sense of community that has already been created within our global membership is one of the
biggest reason that we have attracted strong loyalty, referrals and word-of-mouth, with many customers
coming back each year.
Each member also has an app and member profile which enables them to connect with each other, share
opportunities, track their learning and book into the events and retreats that most interest them
Events, Workshops and Retreats
Entrepreneur Resorts has created a global faculty of mentors who are facilitating and conducting
mentoring at our venues. This in turn attracts partnerships with co-working spaces, who are seeking
these experts for their own memberships, and enables our resorts and beach clubs to be seen as an ideal
destination to run events, workshops and retreats.
We will continue to partner with entrepreneur groups, co-working spaces and event organizers to
maximize occupancy of our resort rooms and capacity at our beach clubs.
1.5. Management accounts

The Company is newly incorporated and has not financial history. The unaudited management accounts
of ER Pte, Vision Villas and Genius Café can be viewed in the annexures to this Document.
1.6. Court, arbitral and administrative proceedings

The Company, its current subsidiary and its acquisition targets have no current, pending or threatened
legal claims against them.
2. MANAGEMENT
2.1. Directors
Unless and until the company in general meeting shall otherwise determine the number of directors shall
be not less than three or more than seven.
The directors shall be entitled to such remuneration as may be decided by a Resolution of the
shareholders from time to time. Such remuneration may be deemed to accrue from day to day at the
discretion of the directors. The directors and any alternate directors may also be paid all travelling, hotel
and other expenses properly incurred by them in attending and returning from meetings of the directors
or any committee of the directors or general meetings of the Company and reasonably incurred by them
in the conduct of the Company's business or in the discharge of their duties as directors.
The directors may in addition to such remuneration as is referred to in Article 51 grant special
remuneration to any director who, being called upon, shall perform any special or extra services to or at
the request of the Company
The shareholding qualification for directors may be fixed by the company in general meeting, and
unless and until so fixed no such qualification shall be required.
18
Subject to the provisions of the Act, a director of the company may be or become a director or other
officer of, or otherwise interested in, any company promoted by the company or in which the company
be interested as shareholder or otherwise, and no such director shall be accountable to the company for
any remuneration or other benefits received by him as a director or officer of, or from his interest in,
such other company unless the company otherwise directs.
Name Position Qualification Proposed annual

remuneration from
the ERL Group
Roger James Hamilton CEO University of Cambridge, USD 96,000
BA(Hons), Architecture
Singularity University, Executive

Program
Sandra Morrell COO Graduate Certificate in Change AUD 72,000

Leadership; Managing Change -
Murdoch University
Certificate IV in Assessment &

Workplace Training – St John
Ambulance Training Org.
Omega Accounting; Consumer and

Commercial Lending
Accounting CA – High Distinction
Accreditation as an approved
Mortgage
Originator - NAB Training
Provider
Jeremy Harris CFO Member of Chartered Accountants AUD 36,000
Australia & New Zealand
Bachelor of Business
(Accountancy) – QUT
Lisa Bovio Non-exec - USD 24,000
19
Dennis DuBois Non-exec University of New Hampshire, USD 24,000
Durham, NH Bachelor Degree
Whittemore School of Business and

Economics – Now called Peter T.
Paul College of
Business and Economics
Major: Business - Concentration in
Finance/Accounting
Minor: Economics & Political
Science
Certified Hospitality Accountant

Executive – Hospitality Financial
and Technology
Professionals (HFTP)
Certification in Strategic
Management– Cornell University,
School of Hotel Administration -
Professional Development Program
Executive Leadership Program –

Carlson Companies Inc.
Roger James Hamilton
Roger is Founder of Entrepreneurs Institute, the world’s largest entrepreneur network with over 800,000
members in 80 countries. He is a New York Times Bestselling author and is currently a Director of
Wealth Dynamics, Entrepreneur Resorts Singapore and Vision Villas Bali. He has overseen the
profitable growth of the first Entrepreneur Resort and the first Entrepreneur Beach Club in Bali.
Sandra Morrell
Sandra has had over 30 years’ experience in management and general management positions in banking,
commerce, training and hospitality. She has most recently been General Manager of Entrepreneurs
Institute, overseeing a multi-million-dollar portfolio of companies and a global leadership team with
offices in Australia, Indonesia, Singapore, Japan, Thailand, South Africa and England. Other
directorships: Entrepreneurs Institute Australia (Pty) Ltd and Lesan Nominees (Pty) Ltd
Jeremy Harris
Jeremy has over 25 years’ experience as an accountant and business advisor. He is co-owner and partner
of Gill McKerrow, a full-service accounting and audit company in Australia. He specializes in providing
strategic financial advice to entrepreneurs and investors, and is a registered Tax Agent, Financial
Adviser and Member of Chartered Accounts Australia & New Zealand. Other directorships: Gill
McKerrow and Associates Pty Ltd, Gill McKerrow Super Pty Ltd, Systems and IP Pty Ltd, Harr Corp
Pty Ltd, Five Pebbles Pty Ltd, JDH Super Fund Pty Ltd, Seven Twelve 91 Pty Ltd, St John’s Anglican
College Foundation Ltd.
Lisa Bovio
Lisa has held senior sales & marketing management positions in hospitality, building world-renowned
brands in the hotel industry. She was most recently Chief Marketing Office for luxury resort chain,
20
Aman, also serving as senior adviser to the Chairman and setting up the Aman Real Estate division.
Previously, she was SVP Sales & Marketing to Kerner International and Group Commercial Director
of Lastminute.com. No Other Directorships.
Dennis DuBois
Dennis is Senior Director of Finance for Carlson Rezidor Hotel Group, overseeing 1,400 hotels
including the Radisson chain. In addition to having overall responsibility for the finance function of all
US hotels in the group, his expertise is in leading due diligence teams for hotel acquisitions and
transactions. He was previously Controller, Director and Director of Hotel Operations for Hyatt Hotels
Corporation for 16 years. Other directorships: Snowhite Hospitality LLC
Full CV’s of the Directors are included in the annexures to this Listing Particulars.
2.2. Directors’ addresses

Directors can be contacted through the Company at its registered address.
2.3. Directors’ powers

The business of the Company shall be managed by the directors, who may pay all expenses incurred in
promoting and registering the Company, and may exercise all such powers of the Company as are not
by the Act or by these Articles, required to be exercised by the Company in a general meeting subject,
nevertheless, to these Articles, to the provisions of the Act and to such directions being not inconsistent
with these Articles or the Act, as may be given by the Company pursuant to a general meeting but no
direction given by the Company in a general meeting shall invalidate any prior act of the directors which
would have been valid if that direction had not been given.
The directors may from time to time and at any time, by instrument in writing signed by at least one of
their number on behalf of them all, appoint any Company firm or person or body of persons, whether
nominated directly or indirectly by the directors to be the general agent or agents of the Company for
such purposes and with such powers, authorities and discretions (not exceeding these vested in or
exercisable by the directors under these Articles) and for such period and subject to such conditions as
they may think fit and any such instrument may contain such provisions for the protection and
convenience of persons dealing with any such general agent as the directors may think fit and may
also authorize any such general agent to delegate all or any of the powers, authorities and discretions
vested in him.
A director who is in any way, whether directly or indirectly, interested, in a contract or proposed contract
with the Company shall declare the nature of his interest in writing prior to the meeting where such
contract is being considered and this declaration shall be circulated to all persons to which a notice of
such meeting is required or in writing prior to the consideration and passing of any written resolutions
in lieu of such a meeting prior to such proposed contract being executed and if any such contract is
executed by another Person without such a meeting or resolution being required he shall notify the
Board in writing as soon as practically possible after learning of the proposed contract or contract.
At Board meeting, a director shall not vote in respect of any contract or arrangement in which he is
interested, and if he shall do so, his vote shall not be counted, nor shall he be counted in the quorum
present at the meeting, but subject to the provisions of the Act neither of these prohibitions shall apply
to -
 any arrangement for giving any director any security or indemnity in respect of money lent by
him to, or obligations undertaken by him for the benefit of the Company; or
21
 any arrangement for giving by the Company of any security to a third party in respect to a debt
or obligation of the Company for which the director himself has assumed responsibility in whole
or in part under a guarantee or indemnity or by the deposit of a security; or
 any contract by a director to subscribe for or underwrite shares or debentures of the Company;
or
 any contract or arrangement with any other Company in which he is interested only as an officer
of the Company or as the holder of shares or other securities of it;
and these prohibitions may, subject to the provisions of the Act at any time be suspended or relaxed to
any extent and either generally or in respect of any particular contact, arrangement or transaction, by
the Company by an Ordinary Resolution of the shareholders.
Subject to the provisions of the Act a director may hold any other office or place of profit under the
Company (other than the office of auditor) in conjunction with his office of director for such period and
on such terms (as to remuneration and otherwise) as the directors may determine, and no direct or
intending director shall be disqualified by his office from contracting with Company either with
regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise and
subject to the provisions of the Act no such contract, or any contract or arrangement entered into by or
on behalf of the Company in which any director is in any way interested shall be liable to be avoided,
nor shall any director so contracting or being so interested be liable to account to the Company for
any profit realized by any such contract or arrangement, be reason of such director holding that office
or of the fiduciary relation thereby established.
Any director may act by himself or his firm in a professional capacity for the Company and he or his
firm shall be entitled to remuneration for the professional service as if he were not a director -
Provided that nothing herein contained shall authorize a director or his firm to act as auditor to the
Company.
All cheques, promissory notes, bill of exchange and other negotiable instruments, and all receipts for
moneys paid to the Company shall be signed, drawn, accepted, endorsed, or otherwise executed (as the
case may be) in such manner as the directors shall from time to time by resolution determine.
2.4. Current Directors’ Shareholding in ERL

Direct Indirect Beneficial Non-beneficial % holding
after
Issues
Roger James Hamilton - 5,000,000 5,000,000 - 51.43%
Sandra Morrell - - - - -
Jeremy Harris - - - - -
Lisa Bovio - - - - -
Dennis DuBois - - - - -
22
2.5. Directors Options
Options Terms Strike price
Roger James Hamilton - - -
Sandra Morrell 400,000 12 Month vesting period USD 1.00 per Ordinary Share
Jeremy Harris 50,000 12 Month vesting period USD 1.00 per Ordinary Share
Lisa Bovio 50,000 12 Month vesting period USD 1.00 per Ordinary Share
Dennis DuBois 50,000 12 Month vesting period USD 1.00 per Ordinary Share
2.6. Lock-in
Roger James Hamilton has agreed to a lock-in of 5,737,500 of his shares in the Company. The lock in
period will run until the company produces and publishes its first set of audited financial statements.
The locked in shares will represent 47.31% of the issued shares of the Company based on a fully
subscribed placement.
2.7. Rotation of Directors

At the annual general meeting every year one-fifth of the directors for the time being, or, if their number
is not five or a multiple of five, then the number nearest one-fifth, shall retire from office.
The directors to retire in every year shall be those who have been longest in office since their last
election, but as between persons who became directors on the same day, those to retire shall (unless
they otherwise agree among themselves) be determined by lot.
A retiring director shall be eligible for re-election.
2.8. General
The directors of the Company have all completed and signed the Director’s Declaration required in
terms of Schedule 13 of the Listings Requirements and have confirmed that they have not been:
 disqualified by any court from acting as a director of a company or from acting in the management
or conduct of the affairs of any company or been the subject of any public criticisms by statutory
or regulatory authorities (including recognized professional bodies);
 convicted of any offence involving dishonesty, fraud or embezzlement or convicted in any
jurisdiction of any criminal offence (without the option of paying a fine) or any offence under
legislation relating to the Act;
 adjudged bankrupt or declared insolvent or entered into any individual voluntary compromise
arrangements or creditor’s liquidation or been sequestrated in any jurisdiction or been a director of
any company or a partner of any partnership at the time or within the twelve months preceding any
of the following events taking place: receivership, compulsory liquidation, creditor’s voluntary
liquidation, administration, company voluntary arrangements or any composition or arrangement
with creditors generally or any class of creditors; and /or
 barred from entry into any profession or occupation.
In addition, the directors have:
 acknowledged that they understand their duties in terms of the Listing Requirements;
 undertaken to comply with the Listings Requirements and to discharge their duties in ensuring
such compliance whilst directors; and
23
 acknowledged that certain of the Listings Requirements affect them directly in their personal
capacities as well as in their capacities as directors and have undertaken to be bound by and to
comply with all such requirements whilst they are directors.
2.9. Family relationship

None of the directors or senior management are related.
2.10. Auditors
The company has appointed PKF India Oceans Limited as its auditors.
2.11. Employee participation

The Company does not currently operate an employee share scheme.
3. CAPITAL AND VOTING RIGHTS
3.1. Share Capital

The company only has one class of share.
Authorized: USD
500,000,000 Ordinary Par Value Shares of USD 0.01 5,000,000
Issued:
Prior to Private Placement and Acquisitions
5,000,000 Ordinary Par Value Shares of USD 0.01 50,000
Share Premium 4,950,000
Total Capital 5,000,000
To be Issued:
 Private placement (Tau Game Lodge) (Excluding costs)
 Vision Villa (to be concluded before 1 August 2017)
 Genius Café (to be concluded before 1 August 2017)
300,000 Ordinary Par Value Shares of USD 0.01 3,000
Share Premium 297,000
 Costs
227,500 Ordinary Par Value Shares of USD 0.01 2,275
Share Premium 225,225
Issued:
After the Private Placement and Acquisitions
Total Capital 12,127,500
24
3.2. Voting rights
Subject to any restrictions for the time being attached to any shares by the Memorandum, on a show of
hands every shareholder present in person or by proxy or attending a meeting held over an electronic
medium shall have one vote and on a poll, he shall have the number of votes to which he is entitled in
accordance to the voting rights ascribed to the class of shares they hold.
In the case of joint holders of shares which are registered in the Share Register the vote of the senior
who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the
other joint holder; and for this purpose of seniority shall be determined by the order in which the names
stand in the Share Register.
A shareholder who is a minor or who has been interdicted may vote whether on a show of hands or on
a poll, by his tutor of if he has no tutor, by some person appointed for the purpose by the court, and such
tutor or other person may vote by proxy.
No votes shall be cast in respect of shares acquired by or transferred to the Company unless they have
been re-issued.
No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting
at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall
be valid for all purposes. Any such object ion made in due time shall be referred to the chairman of the
meeting whose decision shall be final and conclusive.
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his agent
duly authorized in writing, or if the appointer is a corporation, either under seal or under the hand of an
officer or agent of the corporation who is duly authorized.
Either the instrument appointing a proxy and the instrument containing the authority under which it is
signed (if any) or a notarial certified copy or both of those instruments shall be deposited at the
registered office of the Company, not less than 48 hours before the time for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to vote and in default the
instrument of proxy shall not be treated as valid.
3.3. General meetings

The Company shall in each year hold a general meeting as its annual general meeting in addition to any
other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more
than fifteen months shall elapse between the date of one annual general meeting of the Company and
that of the next;
Provided that so long as the Company holds its first annual general meeting within eighteen months of
its incorporation it need not hold it in the year of its incorporation or in the following year. The annual
general meeting shall be held at such time and place as the directors shall appoint.
The Directors may, whenever they think fit, convene an extraordinary general meeting, and
extraordinary general meetings shall also be convened on such requisition, or, in default, may be
convened by at least a simple majority of the shareholders. If at any time there are not within the
Seychelles sufficient Directors capable of acting to form a quorum, any Director or any two
shareholders of the Company may convene an extraordinary general meeting in the same manner as
nearly as possible as that in which meetings may be convened by the Directors.
25
Meetings may be held in person or electronically pursuant to instructions provided in the notice of the
meeting.
3.4. Notice of general meetings

An annual general meeting and an extraordinary general meeting called for the purpose of passing of a
Special Resolution shall be called by twenty-one days’ notice in writing at the least, and a meeting of
the Company other than an annual general meeting or a meeting for the passing of a Special Resolution
shall be called by fourteen days’ notice in writing at the least. The notice shall be exclusive of the day
on which it is served or deemed to be served and of the day for which it is given and shall specify the
place, the day and the hour of meeting and the exact wording of every resolution to be proposed at the
meeting except a procedural resolution and a resolution in respect of ordinary business at an annual
general meeting. Notice of a meeting shall be given to such persons as are by section 59 of the Act
entitled to receive such notices from the Company, in the manner prescribed by that section-
Provided that a meeting of the Company shall, notwithstanding that it is called by a shorter notice that
specified in this Article, be deemed to have been duly called if it is so agreed-
 in the case of a meeting called as the annual general meeting, by all the shareholders having a
right to attend and vote thereat; and
 in the case of any other meeting by a majority in number of the shareholders having a right to
attend and vote at the meeting, being a majority together holding not less than 95 per cent in
nominal value of the shares giving that right.
Ordinary business at the annual general meeting shall consist of the declaration of dividend and the
approval or rejection of the annual accounts and the directors and auditors' reports.
The accidental omission to give notice to a meeting to, or the non-receipt of notice of a meeting by
any person entitled to receive notice shall not invalidate the proceedings at the meeting.
No business shall be transacted at any general meeting unless a quorum of shareholders is present at the
time when the meeting proceeds to business. A quorum is present when a simple majority of the
nominal value of the issued shares entitled to vote on the matters at hand proposed for the meeting is
represented in person or by proxy.
If within half an hour from the time appointed for the meeting a quorum is not present and the meeting
is convened upon a requisition of shareholders, it shall be dissolved. In any other case it shall stand
adjourned to the same day in the next week. at the same time and place, or to such other day and at such
other time and place as the directors may determine, and if at the adjourned meeting a quorum is not
present within half an hour from the time appointed for the meeting the shareholders present or their
proxy or proxies shall be a quorum.
The chairman of the Board shall preside as chairman at every general meeting of the Company, or if
there is no such chairman or if he shall not be present within fifteen minutes after the time appointed
for holding the meeting or is unwilling to act, the directors present shall elect one of their number to be
chairman of the meeting.
If at any meeting no director is willing to act as chairman or if no director is present within fifteen after
the time appointed for holding the meeting, the shareholders present shall choose one of their numbers
to be chairman of the meeting.
26
The chairman may, with the consent of any meeting at which a quorum is present, and shall if so directed
by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business let unfinished at the meeting from which
adjournment took place. When a meeting is adjourned for eight days or more notice of the adjourned
meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary
to give any notice of an adjournment or the business to be transacted at an adjourned meeting.
At any general meeting a resolution put to vote at the meeting shall, subject to the provision of the Act
be decided on a show of hands or via electronic confirmation in the case of a meeting held over an
electronic medium unless a poll is (before or on the declaration of the result of the show of hands)
demanded-
 by the chairman; or
 by at least two shareholders present in person or by proxy; or
 by any shareholder or shareholders present in person or by proxy and representing not less than
one-tenth of the total voting rights of all shareholders having the right to vote at the meeting.
Unless a poll be so demanded, a declaration by the chairman that a resolution has on a show of hands
been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in
the book containing the minutes of the proceedings of the Company shall, subject to the provisions of
the Act be conclusive evidence of the fact without proof of the manner or proportion of the votes
recorded in favor of or against such resolutions.
3.5. Withdrawal of demand for poll

Except as provided for in Article 42, if a poll is duly demanded is shall be taken in such manner as the
chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which
the poll was demanded.
In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting
at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second
or casting vote.
A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.
A poll demanded on any other question shall be taken at such time as the chairman of the meeting
directs, and any business other than that upon which a poll has been demanded may be proceeded with
pending the taking of the poll.
3.6. Own equity securities

The company may acquire its own securities. As at the date of this document the company does not
own any of its own securities whether directly or via a nominee or subsidiary.
3.7. Cross-shareholdings
The Company does not have any cross-shareholdings in any shareholder as at the date of this document.
3.8. Borrowing powers

Subject to provisions of the Act and to any restrictions otherwise provided in these Articles, the directors
may exercise all the power of the Company to borrow money, and to hypothecate, mortgage or change
its undertakings, assets and uncalled capital or any part thereof, and to issue debentures, debenture stock
and other securities as security for any loan to or debt, liability or obligation of the Company or any
third party.
27
3.9. Trading and transferability
The ordinary shares of the Company are freely transferable. Trade in the shares will be limited to
members of the Wealth Migrate Platform via a Registered Securities Dealer and Member of Trop-X.
Wealth Migrate Holdings has agreed to provide liquidity to the shareholders.
3.10. Information policy

Information relating to the Company as required by the Trop-X Listing Requirements will be available
on its website at www.entrepreneurresorts.com.
The company will also publish copies of the last 3 (three) year’s annual reports and audited annual
financial statements and any interim financial statements since the latest annual report and a calendar
of future significant events that details all the information and meetings that may affect the rights of its
shareholders on its website.
Announcements and notices will also be published on the website of Trop-X at www.trop-x.com.
4. FINANCIAL INFORMATION
4.1. Financial Statements

The Company is newly registered and as such has never produced financial statements.
4.2. Projections
The management team has built a financial model based on the current resort and beach club
performance, and has developed a growth plan with the target of operating five entrepreneur resorts and
fifty beach clubs in the next five years.
Each resort or beach club may be leasehold or freehold, and will be acquired based on their profit
potential. Each new acquisition may be paid for in cash, in shares, with a percentage financed, or any
combination of these three. In the future, the company will also investigate licensing as an option.
USD Year 1 (6 Months) Year 2 Year 3

2017 2018 2019
Properties
Beach Clubs 1 2 4
Resorts 2 2 3
Total Gross Sales 4,518,150 8,956,900 15,676,245

Total net operating income 1,054,696 2,228,672 3,496,267
Total non-operating expenses 310,080 532,720 1,254,648
Total gross profit 744,616 1,695,952 2,241,620
Total Expenses 342,000 410,400 492,480
Net Profit / Loss 402,616 1,285,552 1,749,140
The cash flow projections prepared by the Directors of the Company have not been subject to
independent review by the Company’s auditor or a reporting accountant. The Company’s Listing
Sponsor has reviewed the projections. By signing the first page the Listing Sponsor confirms that they
have reviewed the forecasting process that the Directors apply for due consideration and diligence.
However potential investors are reminded that the forecasts are forward looking statements as described
in the statement on forward looking statements on pages 3 and 4 of this Listing Particulars.
28
A more detailed forecast including the assumptions applied in preparing the forecast is included in the
annexures to this document.
4.3. Working capital

The working capital of the Company is sufficient to meet its requirements for the foreseeable future.
4.4. Dividend policy

Dividends are proposed for approval by shareholders by the Board subject to the provisions of the Act
and the Company’s Memorandum and Articles of Association.
A general meeting may by ordinary resolution dispose of the profits of the company by declaring
dividends, carrying profits forward, transferring profits to capital or revenue reserves, or by using profits
or revenue reserves to pay the issue price of bonus shares or debentures to be issued as fully paid shares
or debentures to shareholders in the same proportions as a dividend would be paid to them.
The directors may from time to time pay to the shareholders such interim dividends as appear to the
directors to be justified by the profits of the company.
Subject to the rights of persons (if any) entitled to shares with special rights as to dividend, all dividends
shall be declared and paid according to the amounts paid or credited as paid on the shares in respect
whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of an
instalment of the issue price becoming due shall be treated for the purposes of this regulation as paid on
the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited
as paid on the shares during any portion or portions of the period in respect of which the dividend is
paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular
date such share shall rank for dividend accordingly.
The directors may deduct from any dividend payable to any shareholder all sums of money (if any)
presently payable by him to the company on account of instalments of the issue price of shares held by
him, or otherwise in relation to shares of the company.
If a general meeting resolves that fully paid bonus shares shall be issued credited as paid up out of
profits or capital or revenue reserves, the directors shall make all requisite allotments and issues of fully-
paid shares, and generally shall do all acts and things required to give effect thereto, and shall have full
power to make such provision by the issue of fractional certificates of by payment in cash or otherwise
as they think fit in the case of shares becoming distributable in fractions.
Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus
wholly or partly by the distribution of specific assets of the company, and in particular of paid up shares,
debentures or debenture stock of any other company, or in any one or more of such ways, and the
directors shall give effect to such resolution, and where any difficulty arises in regard to such
distribution, the directors may settle the same as they think expedient, and in particular may issue
fractional certificates and fix the value for distribution of such specific assets or any part thereof, and
may determine that cash payments shall be made to any shareholders upon the footing of the value so
fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees or agents
as may seem expedient to the directors.
Any dividend, interest or other moneys payable in cash in respect of shares may be paid by electronic
funds transfer or by cheque or warrant sent through the post directed to the registered address of the
holder or, in the case of joint holders, to the registered address of that one of the joint holders who is
first named on the register of members, or to such person and to such address as the holder or joint
holders may in writing direct. Every such electronic funds transfer, cheque or warrant shall be made
29
payable to the order of the person to whom it is sent. Any one or more joint holders may give effectual
receipts for any dividends, bonuses or other moneys payable in respect of the shares held by them as
joint holders.
No interest shall be payable on outstanding dividends payments.
4.5. Tax on Dividend Payments

Dividend Payments are free from withholding taxes.
5. PRIVATE PLACEMENT
This private placement is an offer to subscribe for shares in the Company by members of the Wealth
Migrate Platform and is not an offer to the public.
5.1. The Offer

The Company is offering for subscription 3,000,000 Ordinary Shares at USD 1.00 each. If all the shares
are subscribed for this would constitute 25% in the share capital of the company after completing the
various transactions detailed in paragraph 1.4, any over subscription will be applied to the roll out of
the next beach club.
All moneys raised will be collected in the PKF trust account to be paid the contracting legal firm for
distribution to the Tau vendor in terms of the lease purchase agreement.
5.2. Offer Period

The offer will remain open for a period of 90 calendar days from Listing approval 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 90 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 of the Exchange.
5.3. Minimum Subscription

The directors have placed no minimum subscription level on the Private Placement.
5.4. 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 allotted. A cap of 25% will be placed on any over subscription
and should this cap be reached the offer will be closed.
5.5. Underwriting
The offer is not underwritten.
6. RISK FACTORS
6.1. Inherent risks in the hotel industry

A number of factors affect the hotel industry generally and therefore impact operating results, these
include but are not limited to these main risks:
 increased competition from new supply or existing hotel properties in the markets, which may
adversely affect occupancy rates and revenues;
 the attractiveness of the hotel properties and the level of services provided to guests;
 dependence on business, commercial and leisure travel and tourism;
30
 dependence on group and meeting/conference business;
 inflation, increases interest rates and borrowing expenses, higher energy costs, salaries and
union labor costs, legal expenses, real estate taxes and other operating expenses at our hotel
properties may reduce our revenues; and
 changing travel patterns
These risks are largely mitigated by the ERL business model of using entrepreneur events to drive bed
nights at the resorts and by catering for the specific needs of entrepreneurs via its beach club
membership.
6.2. Specific risks identified by the Board

The following risks based on the above inherent risks are not specifically mitigated by the business
model and will be monitored by the directors.
 Entry of more competitors as we grow;

 Potential political instability in our locations; and
 Potential currency volatility in our locations.
6.3. General risks of owning shares

 Volatility risk – Sudden rises and falls in the price of a share, some companies have a higher
risk of this than others. Changes in a company's profitability or in the economy as a whole can
cause share prices to rise and fall. Shareholder will however only be impacted if they sell their
shares at a time when the market price has fallen.
 Returns are not guaranteed – While stocks have historically performed well over the long term,
there's no guarantee you'll make money on a stock at any given point in time.
7. INFORMATION ABOUT THE SECURITIES
7.1. Legal foundation

The Shareholders of ERL approved the listing of the Company’s shares on 18 May 2017.
7.2. Number, type and nominal value

 Authorized Share Capital 500,000,000 ordinary shares with a par value of USD 0.01 each with
a total authorized share capital of USD 5,000,000.
 Issued Share Capital 5,000,000 ordinary shares with a par value of USD 0.01 each with a total
issued Share Capital of USD 50,000 and a Share Premium of USD 4,950,000.
7.3. Regulations
The key laws and regulations that ERL should comply with are:
 The Seychelles IBC Act 2016 as amended
 The Seychelles CSL Act as amended once converted
 The Seychelles Securities Act 2007 as amended
 Once listed the Company will also need to comply with the Trop-X Listing Requirements.
The company’s operations will be geographically and legislatively diverse and specific legal
representation will be engaged in each jurisdiction to ensure legal and regulatory compliance.
7.4. Rights
The rights of shareholders are contained in the Articles and Memorandum of Association which are
included in the annexures to this Listing Particulars.
31
8. COSTS
The costs to be incurred in the Listing, private placement and during the coming financial year
are estimated to be approximately USD 227,500 and include the following:
Description USD
Annual Listing fee -Trop –X inclusive of initial listing admin fee-Trop -X 5,000
Listing fees -Sponsor Advisor 70,000
Annual fee -AfriDep Limited 2,500
Capital raising fees (assuming fully subscribed) 150,000
Total 227,500
Please note that each year there will be fees that must be paid to the Stock Exchange, the Sponsor
Advisor and AfriDep limited.
9. MATERIAL CONTRACTS
The Company has the following material contracts and agreements in place:
9.1. Entrepreneur Resorts Pte Ltd Purchase Agreement:

The agreement for the transfer of ownership of Entrepreneur Resorts Pte Ltd to Entrepreneur Resorts
Ltd via a share swap of 5,000,000 shares with World Game Pte Ltd. Entrepreneur Resorts Pte Ltd is the
company established initially as the global holding company and holds all existing agreement,
intellectual property and goodwill of the group. It will continue as the global operating company of the
group.
9.2. Tau Game Lodge Proprietary Ltd Purchase Agreement:

The agreement for the purchase of Tau Game Lodge in Madikwe, South Africa for $4,000,000 in equity
and vendor financing, with handover scheduled for July 1st 2017. Tau Game Lodge is the second
Entrepreneur Resort in the group.
9.3. Vision Villas Purchase Agreement:

The agreement for the purchase of Vision Villa Resort in Bali, Indonesia for 3,600,000 shares in
Entrepreneur Resorts Ltd, to take place after the public listing and before 1st August 2017. Vision Villas
is the first Entrepreneur Resort in the group.
9.4. Genius Café Purchase Agreement:

The agreement for the purchase of all assets of the Genius Cafe, the Entrepreneur Beach Club in Bali,
Indonesia for 300,000 shares in Entrepreneur Resorts Ltd, to take place after the public listing and
before 1st August 2017. Genius Cafe is the first Entrepreneur Beach Club in the group.
9.5. Wealth Migrate Holdings Ltd capital raising and platform agreement:
The agreement for the capital raising and platform fee with Wealth Migrate. Wealth Migrate is a site
that will serve as the platform for all investors to track and manage their shares in Entrepreneur Resorts
Ltd.
10. INFORMATION ABOUT THE LISTING
The Listing Committee of Trop-X has formally approved the listing of 12,127,500 ordinary Shares in
the share capital of the Company being all the ordinary Shares of the company in issue. The shares will
32
trade on the Main Board of Trop-X under the abbreviated name “EResort” with the share code “ERL”
and ISIN SC3283DEIE74.
The Company will list at 10:00 on 19 July 2017.
11. RESPONSIBILITY FOR THE LISTING PARTICULARS
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 facts have been made and that the
document contains all information required by law and the Listings Requirements.
Signed at Bali, Indonesia by Roger James Hamilton and at Perth, Western Australia by Sandra
Morrell for and on behalf of all the directors of the Company, being duly authorized to do so.
33
Annexure 1 – COMPLIANCE WITH MCGC
Principle
1 The Role of the Board
Every company should be headed by an effective


1.1 board of directors which is collectively responsible
for the long-term success of the company.
There should be a clear division of responsibilities at

the head of the company between the running of the

1.2 board and the executive responsibility for the running
of the company’s business. No one individual should
have unfettered powers of decision.
The Chairman is responsible for leadership of the The Chair Person will be

1.3 board and ensuring its effectiveness on all aspects of elected from the members of
its role. the Board at each meeting.
As part of their role as members of a unitary board,


1.4 non-executive directors should constructively
challenge and help develop proposals on strategy.
2 Effectiveness
The board and its committees should have the

appropriate balance of skills, experience,

2.1 independence and knowledge of the company to
enable them to discharge their respective duties and
responsibilities effectively.
There should be a formal, rigorous and transparent


2.2 procedure for the appointment of new directors to the
board.
All directors should be able to allocate sufficient time


2.3 to the company to discharge their responsibilities
effectively.
All directors should receive induction on joining the


2.4 board and should regularly update and refresh their
skills and knowledge.
The board should be supplied in a timely manner with


2.5 information in a form and of a quality appropriate to
enable it to discharge its duties.
34
The board should undertake a formal and rigorous

2.6 annual evaluation of its own performance and that of
its committees and individual directors.
All directors should be submitted for re-election at


2.7 regular intervals, subject to continued satisfactory
performance.
3 Accountability
The board should present a fair, balanced and


3.1 understandable assessment of the company’s position
and prospects.
The board is responsible for determining the nature

and extent of the significant risks it is willing to take

3.2 in achieving its strategic objectives. The board should
maintain sound risk management and internal control
systems.
The board should establish formal and transparent

arrangements for considering how they should apply

3.3 the corporate reporting and risk management and
internal control principles and for maintaining an
appropriate relationship with the company’s auditors.
4 Remuneration
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

4.1 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.
There should be a formal and transparent procedure

for developing policy on executive remuneration and

4.2 for fixing the remuneration packages of individual
directors. No director should be involved in deciding
his or her own remuneration.
5 Relations with shareholders
There should be a dialogue with shareholders based

on the mutual understanding of objectives. The board 
5.1
as a whole has responsibility for ensuring that a
satisfactory dialogue with shareholders takes place.
The board should use the AGM to communicate with 

5.2
investors and to encourage their participation.
35
Annexure 2 – 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 Shareholders resolution approving the listing;
4. The Directors resolution approving the listing;
5. Copies of all director’s responsibility statements; and
6. The material contracts per section 9 of the document.
36
Annexure 3 – EXEMPTIONS FROM THE LISTING REQUIREMENTS
1. The Company has applied for an exemption from LR8.2a, the requirement to have 3 years
externally audited annual financial statements for a main board listing.
37
Annexure 4 – ARTICLES AND MEMORANDUM OF ASSOCIATION
INTERNATIONAL BUSINES COMPANIES ACT, 2016,

SEYCHELLES
MEMORANDUM
& ARTICLES OF ASSOCIATION
OF
IBC Registration No: 194139
Incorporated on the: 09 May 2017
Registered Agent and Address
AAA INTERNATIONAL SERVICES LTD.

Global Gateway 8
Rue de la Perle
Providence
Mahé
Seychelles
38
MEMORANDUM OF ASSOCIATION
Of
('the Company')
1. Definitions and interpretation
1.1. In this Memorandum of Association unless the context requires otherwise, the terms listed
below shall have meanings assigned to them:
'accounting standard’ means the International Financial Reporting Standard adopted by the
international Accounting Standard Board;
‘Board’ means the board of directors of the Company:
‘Board Resolution’ means a resolution approved by at least a simple majority of the directors at
a duly constituted meeting of the Board or a written resolution signed by at least a simple
majority of the directors pursuant to the circulation of a resolution recommended by any
Director and circulated to all the directors in lieu of a meeting;
‘Director’ means a duly appointed director of the Company;
‘Ordinary Resolution’ means a resolution approved by a simple majority of the nominal value of
the shares represented at a duly constituted meeting of the shareholders entitled to vote on a
particular matter or a written resolution signed by the shareholders representing at least a simple
majority of the nominal l value of the shares entitled to vote on a particular matter pursuant to
the circulation of a resolution recommended by any shareholder and circulated to all
shareholders entitled to vote on a particular matter in lieu of a meeting;
‘Person’ means any natural person or legal entity:
‘Seal’ means the seal which has been duly adopted as the common seal of the Company;
‘Share’ means a share issued by the Company;
‘Shareholders Resolution’ means an Ordinary Resolution or Special Resolution;
‘Special Resolution’ means a resolution approved by at least seventy five percent (75%) of the
nominal value of the shares represented at a duly constituted meeting of the shareholders
entitled to vote on a particular matter or a written resolution signed by the shareholders
representing at least seventy five percent (75%) of the nominal value of the shares entitled to
vote on a particular matter pursuant to the circulation of a resolution recommended by any
39
shareholder and circulated to all shareholders entitled to vote on a particular matter in lieu of a
meeting;
‘the Act’ means the International Business Companies Act, 2016 as amended;
'the Articles’ means this Articles of Association of the Company:
‘the Memorandum’ means this Memorandum of Association of the Company;
'Written’ includes information made, sent or stored by electronic digital or other means,
including electronic mail, telegram, telex or fax, and ‘in writing’ shall be construed accordingly.
1.2. In this Memorandum unless the context otherwise requires:
a) words in the singular shall include the plural and vice versa;
b) words denoting any one gender shall include all genders:
c) references to legislative enactments shall include re-enactments. amendments and extensions

thereof;
d) unless the context otherwise requires, words or expressions shall bear the same meaning as the
Act and any modification thereof in force at the date at which this Memorandum becomes
binding on the Company.
1.3. Headings are inserted for convenience only and shall be used in interpreting this Memorandum.
2. Particulars of the Company

2.1. The name of the Company is Entrepreneur Resorts Limited.
2.2. The Company is a limited liability company limited by shares.
2.3. The Company's registered office is situated at Global Gateway 8, Rue de La Perle,
Providence, Seychelles or such other place within Seychelles as may be determined b y a
Board Resolution from time to time and its registered agent is AAA International Services
Ltd, of Global Gateway 8, Rue de La Perle, Providence, Seychelles or such other Person
as may be determined by a Board Resolution, from time to time.
3. Objects and powers

The objects for which the Company are established are to engage in any act or activity that is not
prohibited under any law for the time being in force in Seychelles, except that the company shall
40
not.
a. Carry on business in Seychelles except as provided for in Section 5(3) of the Act.
b. Own an interest in immovable property situated in Seychelles, or a lease of immovable
property situated in Seychelles otherwise than referred to in subsection 5(3)(f);
c. Carry on banking business (as defined in the Financial Institutions Act) in or outside
Seychelles;
d. Carry on insurance business (as defined in the Insurance Act) In Seychelles or Outside
Seychelles unless it is licensed or otherwise legally able to do so under the laws of each
country outside Seychelles in which it carries on such business;
e. Carry on business providing international corporate services, international corporate
services, international trustee services or foundation services (as defined in the
International Corporate Services Providers Act (Cap 275) except –
i. To the extent permitted under the International Corporate Service Providers Act
(Cap 275); and
ii. In the case of carrying on such business outside Seychelles, if the company is
licensed or otherwise legally able to do so under the laws of each country outside
Seychelles in which it carries on such business;
f. Carry on securities business (as defined in the Securities Act) – In Seychelles or Outside
‘Seychelles unless it is licensed or otherwise legally able to do so under the laws of each
country outside Seychelles in which it carries on such business;
g. Carry on business as a mutual fund (as defined in the Mutual Fund and Hedge Fund Act)
unless it is licensed or otherwise legally able to do so under the laws of a recognized
jurisdiction (as defined in the Mutual Fund and Hedge Fund Act) or;
h. Carry on gambling business (as defined in the Seychelles Gambling Act), including
interactive gambling business in Seychelles; or outside Seychelles unless it is licensed or
otherwise legally able to do so under the laws of each country outside Seychelles in which
it carries on such business.
2. The company shall be limited by shares.
3. The liability of a member arising from the member’s holding of any share is limited to the amount (if
any) unpaid on it.
4. Share Capital
4.1 The shares shall be issued in United States Dollars (USD).
4.2 The authorized capital of the company is USD 5,000,000 (Five Million United States Dollars).
a) The share capital of the Company shall initially be comprised of Five Hundred Million
(500,000,000) Ordinary Shares having a nominal capital of US$ 0.01 each.
4.3 The shares in the company shall be issued in United States Dollars, as registered shares only,
and with the following rights and obligations:
a) a right to attend general meetings and to a proportionate vote at general meetings calculated by
multiplying the number of shares held by the nominal value of each Share and full rights to
income or gains derived from the Investments of the Company to receive distributions from
the Company as well as final distributions arising from the liquidation or winding up of the
Company.
4.4 The directors may allot and issue shares at such times, on such terms and conditions, and to
such persons or class of persons as may be determined by Board Resolution.
5. The Directors shall not issue share certificates unless specifically applied for by shareholders.
41
6. All the shares in the company shall be issued in United States dollars, as ordinary registered shares only,
all of the same class and series, all carrying equal voting rights, equal rights to dividends, equal rights to
the return of capital and participation in surplus assets on a winding-up and shall rank pari passu in
every other respect.
7. Insofar as not specifically prescribed by this Memorandum, the directors of the company may by their
resolutions further establish such other classes, designations, powers, preferences, rights, qualifications,
limitations and restrictions, in accordance with Section 33 (2), to company shares as may be determined
by a Resolution of the Board of Directors.
8. All meetings and resolutions of the company may be held by electronic means as long as it does not
impair any individual’s right to be heard.
The liability of Shareholders of the Company is limited.
We, the undersigned subscribers are desirous of being formed into an International Business Company to
be governed by this Memorandum of Association.
Dated this 09th day of May 2017.
Subscriber's signature: ________________________

Miss Francisca Larue for and on behalf of:
Name: AAA INTERNATIONAL SERVICES LTD.
Address: Global Gateway 8, Rue de la Perle, Providence, Mahé, Seychelles.
Witness to the above signature

Signature: ________________________
Name: Mrs Beryl Vidot
42
THE INTERNATIONAL BUSINESS COMPANIES ACT, 20 16 SEYCHELLES
ARTICLES OF ASSOCIATION
OF
1. In these Articles:
‘Investments’ means Investments of any kind acquired by the Company in accordance with its
Investment Policy and the Listing Particulars;
‘Listing Particulars’ means the information and documentation required to be submitted by an

issuer of securities as a condition of listing on Trop-X in accordance with its Listing Rule;
‘Listing Rules’ means the document containing the rules and requirements for listing and
maintaining a listing of securities;
‘Memorandum’ means the Memorandum of Association of the Company;
‘Settlement System’ means a securities settlement system that provides for the electronic
settlement of transactions in securities;
‘Share Register’ means the register of shareholders maintained by the Company;
‘Shareholder’ means a holder of Ordinary Shares as the context requires;
‘Share Registrar’ is the Company Secretary or such other third party as the Company may
contract for provision of services relating to maintenance of the Share Register from time to time;
'Subscription Price’ means the price paid per Share by an investor for the subscription of shares;
"Trop-X'' means Trop-X (Seychelles) Limited, the Seychelles Securities Exchange.
Unless the context otherwise requires, other words or expressions not defined above shall bear
the same meaning as in the Memorandum or the Act and any modification thereof in force, at the
date at which these Art ides become binding on the Company.
SHARE AND LOAN CAPITAL
2. Except as required by law, no person shall be recognized by the Company as holding any Share or
43
debenture as a nominee for otherwise on behalf of, any other person, and the Company shall not be
bound by or be compelled in any way to recognize (even when having notice thereof) any usufruct,
contingent, future or partial interest in any shares or debentures, or any interest in any fractional part
of a Share or debenture, or (except only as by these regulations or by law otherwise provided) any
other rights in respect of any Share or debenture except an absolute right to the entirely thereof in
the registered holder.
3. All Shares shall be issued in registered uncertificated form and the Share Register will be conclusive
evidence of ownership.
4. Where two or more persons are registered as the holders of any Share or shares they shall be deemed
to hold the same for themselves the survivors or survivor of them and the heirs at law of the
survivor of them, subject to the provisions following -
(a) the Company shall not be bound to register more than four persons as the joint holders of any Share
or shares:
(b) the joint holders of any Share shall be liable, severally, as well as jointly, in respect of all payments
which ought to be made in respect of such Share;
(c) any one of such joint holders may give effectual receipts for any dividend, bonus or return of capital
payable to such joint holders on or in respect of such Share or shares;
(d) for the purpose of the provisions of this Article the first-named shall be determined by the order in
which the names of the joint holders stand in the Share Register.
5. The Company shall not give, whether directly or indirectly, and whether by means of a loan,
guarantee, the provision of security or otherwise, any financial assistance for the purpose of, or
in connection with a purchase or subscription made or to be made by any person of or for any shares
or debentures of the Company, or of any company which belongs to the same group of companies
as the Company, nor shall the Company make a loan for any purpose whatsoever on the security
of its shares or debentures or those of any which belong to the same group of companies as the
Company,
Provided that nothing in these Articles shall be taken to prohibit, where the lending of money is part
of the ordinary business of the Company, the lending of money by the Company without any
obligation or condition being imposed on the borrower that he shall expend the whole or any part
of the money lent in subscribing for or purchasing shares or debentures of the Company, or of such
other Company as aforesaid.
ISSUES OF S H A R E S
6. The Company may issue Shares at the Subscription Price determined by the directors, subject to the
provisions of these Articles, on receipt by the Company or its authorized agent -
(a) an application in writing (unless the directors shall otherwise agree) in such form as the directors
44
may from time to time determine; and
(b) such information and declarations as the directors may from time to time require.
7. The allotment of shares shall be conditional on the said application (and such information and
declarations as the directors may from time to time require) having been received within such period
of time as may be specified for the shares in question.
8. Payment for Shares shall be made at such time and in such manner as the directors may from time
to time resolve either generally or in any specific case.
9. The price per Share at which Shares shall be offered and the period during which the offer of the
initial issue shall remain open shall be determined by the directors.
10. The Company's unissued Shares shall be at the disposal of the directors, subject to any restrictions
pursuant to the Listing Rules, and the directors may offer, allot, grant options over, or otherwise
dispose of any shares to such persons, for such consideration, on such terms and conditions and at
such times as the directors determine.
11. Except by Special Resolution of the holders of Shares no further classes or series of Shares may be
created.
12. The directors shall have power (but shall not be under any duty) to impose such restrictions as they
may think necessary for the purpose of ensuring that no shares in the Company are acquired or held
by or transferred to any person in breach of the law or requirements of any country or governmental
or regulatory authority or in circumstances which in the opinion of the directors might result in the
Company incurring any liability to taxation or suffering any other pecuniary or other disadvantage
which the Company might not otherwise have incurred or suffered or which may cause the Company
to be classified as an ‘investment company’ under the United States Investment Company Act of
1940.
PAYMENT OF ISSUE PRICE
13. The directors may if they think fit receive from any person willing to advance the same, all or any
part of the monies not yet due upon any shares or debentures held by him and upon all or any
of the moneys so advanced may (until the same would but for such advance, become payable)
pay interest at such rate ( unless the Company in general meeting shall otherwise direct) as may be
agreed upon between the directors and the person such sum in advance.
TRANSFERS OF SHARES
14. The directors may implement such arrangements as they may think fit in order for Shares to be
admitted for settlement by means of a Settlement System approved by Trop-X. If the directors
implement any such arrangement, no provision of these Articles shall apply or have effect to the
extent that it is in any respect inconsistent with:
a) the holding of the Shares in uncertificated form; or
45
b) The transfer of title to the Shares by means of the Settlement System.
15. Where Shares are for the time being admitted for settlement by means of a Settlement System such
shares must be issued in uncertificated form in accordance with and subject as provided in the rules
of the Settlement System.
16. Title to such of the shares as are recorded on the Share Register of the Company as being held in
uncertificated form may be transferred only by means of the Settlement System in accordance with
its rules and procedures.
TRANSMISSION OF SHARES AND DEBENTURES
17. In case of the death of a shareholder or debenture holder the survivor or survivors where the
deceased was a joint holder, and the heir or other person entitled on the death of the deceased
where he was a sole holder, shall be the only persons recognized by the Company as having any
title to the deceased's shares or debentures; but nothing herein contained shall release the estate
of a deceased joint holder from any liability in respect of any Share which has jointly held by him
with other persons.
18. Any person being entitled to shares or debentures in consequence of the death or bankruptcy of a
shareholder or debenture holder may, upon such evidence being produced as may from time to
time properly be required by the directors and subject as hereinafter provided, elect either to be
registered himself as a holder of the shares or debentures or to have some person nominated by
him registered as the transferee thereof, but the directors shall, in either case have had the same
right to decline or suspend registrations they would have had in the case of a transfer of the
shares or debentures by the shareholder or debenture holder before his death or bankruptcy, as
the case may be.
19. A person becoming entitled by reason of the death or bankruptcy of the holder shall be entitled to
the same dividends and other advantages to which he would be entitled if he were the registered
hokier of the Share except that he shall not, before being registered as a member in respect of the
Share be entitled in respect of it to exercise any right conferred by membership in relation to
meetings of the Company.
20. The directors may at any time give notice requiring any such person mentioned in Article 18 above
to elect either to be registered himself or to transfer the Share, and, if the notice is not complied with
within ninety days, the directors may thereafter withhold payment of all dividends, bonuses or other
moneys payable in respect of the Share until the requirements of the notice have been complied
with.
21. The Company shall be entitled to charge a fee fixed by the directors on registering the heir or other
person entitled to shares or debentures on the death of a holder and on the registration of every
certificate or appointment of a trustee in bankruptcy, power of attorney, and notice of interest,
charging order, or other instrument.
GENERAL MEETINGS
46
22. The Company shall in each year hold a general meeting as its annual general meeting in addition to
any other meetings in that year, and shall specify the meeting as such in the notices calling it; and
not more than fifteen months shall elapse between the date of one annual general meeting of the
Company and that of the next;
23. Provided that so long as the Company holds its first annual general meeting within eighteen months
of its incorporation it need not hold it in the year of its incorporation or in the following year. The
annual general meeting shall be held at such time and place as the directors shall appoint.
24. The Directors may, whenever they think fit, convene an extraordinary general meeting, and
extraordinary general meetings shall also be convened on such requisition, or, in default, may be
convened by at least a simple majority of the shareholders. If at any time there are not within the
Seychelles sufficient Directors capable of acting to form a quorum, any Director or any two
shareholders of the Company may convene an extraordinary general meeting in the same manner as
nearly as possible as that in which meetings may be convened by the Directors.
25. Meetings may be held in person or electronically pursuant to instructions provided in the notice of
the meeting.
NOTICE OF GENERAL MEETINGS
26. An annual general meeting and an extraordinary general meeting called for the purpose of passing
of a Special Resolution shall be called by twenty-one days’ notice in writing at the least, and a meeting
of the Company other than an annual general meeting or a meeting for the passing of a Special
Resolution shall be called by fourteen days’ notice in writing at the least. The notice shall be exclusive
of the day on which it is served or deemed to be served and of the day for which it is given and shall
specify the place, the day and the hour of meeting and the exact wording of every resolution to be
proposed at the meeting except a procedural resolution and a resolution in respect of ordinary
business at an annual general meeting. Notice of a meeting shall be given to such persons as are by
section 115 of the Act entitled to receive such notices from the Company, in the manner prescribed
by that section-
Provided that a meeting of the Company shall, notwithstanding that it is called by a shorter notice
that specified in this Article, be deemed to have been duly called if it is so agreed-
a) in the case of a meeting called as the annual general meeting, by all the shareholders having
a right to attend and vote thereat; and
b) in the case of any other meeting by a majority in number of the shareholders having a right
to attend and vote at the meeting, being a majority together holding not less than 75 per
cent in nominal value of the shares giving that right.
27. Ordinary business at the annual general meeting shall consist of the declaration of dividend and the
approval or rejection of the annual accounts and the directors and auditors' reports.
28. The accidental omission to give notice to a meeting to, or the non-receipt of notice of a meeting
by any person entitled to receive notice shall not invalidate the proceedings at the meeting.
47
29. No business shall be transacted at any general meeting unless a quorum of shareholders is present
at the time when the meeting proceeds to business. A quorum is present when a simple majority of
the nominal value of the issued shares entitled to vote on the matters at hand proposed for the
meeting is represented in person or by proxy.
30. If within half an hour from the time appointed for the meeting a quorum is not present and the
meeting is convened upon a requisition of shareholders, it shall be dissolved. In any other case, it
shall stand adjourned to the same day in the next week. at the same time and place, or to such other
day and at such other time and place as the directors may determine, and if at the adjourned meeting
a quorum is not present within half an hour from the time appointed for the meeting the
shareholders present or their proxy or proxies shall be a quorum.
31. The chairman of the Board shall preside as chairman at every general meeting of the Company, or if
there is no such chairman or if he shall not be present within fifteen minutes after the time appointed
for holding the meeting or is unwilling to act, the directors present shall elect one of their number
to be chairman of the meeting.
32. If at any meeting no director is willing to act as chairman or if no director is present within fifteen
after the time appointed for holding the meeting, the shareholders present shall choose one of their
numbers to be chairman of the meeting.
33. The chairman may, with the consent of any meeting at which a quorum is present, and shall if so
directed by the meeting, adjourn the meeting from time to time and from place to place, but no
business shall be transacted at any adjourned meeting other than the business let unfinished at the
meeting from which adjournment took place. When a meeting is adjourned for eight days or more
notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid
it shall not be necessary to give any notice of an adjournment or the business to be transacted at an
adjourned meeting.
34. At any general meeting a resolution put to vote at the meeting shall, subject to the provision of the
Act be decided on a show of hands or via electronic confirmation in the case of a meeting held over
an electronic medium unless a poll is (before or on the declaration of the result of the show of hands)
demanded-
a) by the chairman; or
b) by at least two shareholders present in person or by proxy; or
c) by any shareholder or shareholders present in person or by proxy and representing not less
than one-tenth of the total voting rights of all shareholders having the right to vote at the
meeting.
Unless a poll be so demanded, a declaration by the chairman that a resolution has on a show of
hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that
effect in the book containing the minutes of the proceedings of the Company shall, subject to the
provisions of the Act be conclusive evidence of the fact without proof of the manner or proportion
of the votes recorded in favor of or against such resolutions.
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WITHDRAWAL OF DEMAND FOR POLL
35. Except as provided for in Article 34, if a poll is duly demanded is shall be taken in such manner as
the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting
at which the poll was demanded.
36. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the
meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled
to a second or casting vote.
37. A poll demanded on the election of a chairman or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the
meeting directs, and any business other than that upon which a poll has been demanded may be
proceeded with pending the taking of the poll.
VOTES OF MEMBERS
38. Subject to any restrictions for the time being attached to any shares by the Memorandum, on a show
of hands every shareholder present in person or by proxy or attending a meeting held over an
electronic medium shall have one vote and on a poll, he shall have the number of votes to which he
is entitled in accordance to the voting rights ascribed to the class of shares.
39. In the case of joint holders of shares which are registered in the Share Register the vote of the senior
who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holder; and for this purpose of seniority shall be determined by the order in which
the names stand in the Share Register.
40. A shareholder who is a minor or who has been interdicted may vote whether on a show of hands or
on a poll, by his tutor of if he has no tutor, by some person appointed for the purpose by the court,
and such tutor or other person may vote by proxy.
41. No votes shall be cast in respect of shares acquired by or transferred to the Company unless they
have been re-issued.
42. No objection shall be raised to the qualification of any voter except at the meeting or adjourned
meeting at which the vote objected to is given or tendered, and every vote not disallowed at such
meeting shall be valid for all purposes. Any such object ion made in due time shall be referred to the
chairman of the meeting whose decision shall be final and conclusive.
43. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his
agent duly authorized in writing, or if the appointer is a corporation, either under seal or under the
hand of an officer or agent of the corporation who is duly authorized.
44. Either the instrument appointing a proxy and the instrument containing the authority under which
it is signed (if any) or a notarial certified copy or both of those instruments shall be deposited at the
49
registered office of the Company, not less than 48 hours before the time for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to vote and in default the
instrument of proxy shall not be treated as valid.
45. An instrument appointing a proxy shall be in the following form or a form as near thereof as
circumstances admit-
Entrepreneur Resorts Limited.

I/We , of being a shareholder/shareholders of
the above-named Company hereby appoint of , or failing him of
as my/our proxy to vote for me/us on my/our behalf at the annual or extraordinary (as the case may be)
general meeting of the Company to be held on the day of 20
and any adjournment thereof.
Signed this day of 20 .’
46. A vote given in accordance with the terms of the instrument of proxy shall be valid notwithstanding
the previous death or interdiction of the shareholder, or the revocation of the proxy or the authority
under which the proxy is given, or the transfer of the Share in respect of which the proxy is given,
provided that no intimation in writing of such death, interdiction, revocation or transfer as aforesaid
has been received by the Company at it registered office before the commencement of the
meeting or adjourned meeting at which the proxy is used.
DIRECTORS
47. The first directors shall be appointed by the subscribers of the Memorandum and thereafter the
directors shall be appointed by an Ordinary Resolution of all the shareholders.
48. At the annual general meeting every year one-fifth of the directors for the time being, or, if their
number is not five or a multiple of five, then the number nearest one-fifth, shall retire from office.
49. The directors to retire in every year shall be those who have been longest in office since their last
election, but as between persons who became directors on the same day, those to retire shall (unless
they otherwise agree among themselves) be determined by lot.
50. A retiring director shall be eligible for re-election.
51. The directors shall be entitled to such remuneration as may be decided by a Resolution of the
shareholders from time to time. Such remuneration may be deemed to accrue from day to day at the
discretion of the directors. The directors and any alternate directors may also be paid all travelling,
hotel and other expenses properly incurred by them in attending and returning from meetings of the
directors or any committee of the directors or general meetings of the Company and reasonably
incurred by them in the conduct of the Company's business or in the discharge of their duties as
directors.
52. The directors may in addition to such remuneration as is referred to in Article 51 grant special
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remuneration to any director who, being called upon, shall perform any special or extra services to
or at the request of the Company
53. The shareholding qualification for directors may be fixed by the Company in general meeting, and
unless and until so fixed no such qualification shall be required.
54. Subject to the provisions of the Act a director of the Company may be or become a director or other
officer of or otherwise interested in any Company promoted by the Company, or in which the
Company be interested as shareholder or otherwise, and no such directors shall be accountable to
the Company for any remuneration or other benefits received by him as a director or officer of, or
from his interest in such other Company unless the Company otherwise directs.
BORROWING P O W E R S
55. Subject to provisions of the Act and to any restrictions otherwise provided in these Articles, the
directors may exercise all the power of the Company to borrow money, and to hypothecate,
mortgage or change its undertakings, assets and uncalled capital or any part thereof, and to issue
debentures, debenture stock and other securities as security for any loan to or debt, liability or
obligation of the Company or any third party.
POWERS AND DUTIES OF DIRECTORS
56. The business of the Company shall be managed by the directors, who may pay all expenses incurred
in promoting and registering the Company, and may exercise all such powers of the Company as are
not by the Act or by these Articles, required to be exercised by the Company in a general meeting
subject, nevertheless, to these Articles, to the provisions of the Act and to such directions being not
inconsistent with these Articles or the Act, as may be given by the Company pursuant to a general
meeting but no direction given by the Company in a general meeting shall invalidate any prior act of
the directors which would have been valid if that direction had not been given.
57. The directors may from time to time and at any time, by instrument in writing signed by at least one
of their number on behalf of them all, appoint any Company firm or person or body of persons,
whether nominated directly or indirectly by the directors to be the general agent or agents of the
Company for such purposes and with such powers, authorities and discretions (not exceeding these
vested in or exercisable by the directors under these Articles) and for such period and subject to
such conditions as they may think fit and any such instrument may contain such provisions for the
protection and convenience of persons dealing with any such general agent as the directors may
think fit and may also authorize any such general agent to delegate all or any of the powers,
authorities and discretions vested in him.
58. A director who is in any way, whether directly or indirectly, interested, in a contract or proposed
contract with the Company shall declare the nature of his interest in writing prior to the meeting
where such contract is being considered and this declaration shall be circulated to all persons to
which a notice of such meeting is required or in writing prior to the consideration and passing of
any written resolutions in lieu of such a meeting prior to such proposed contract being executed
and if any such contract is executed by another Person without such a meeting or resolution being
51
required he shall notify the Board in writing as soon as practically possible after learning of the
proposed contract or contract.
59. At Board meeting, a director shall not vote in respect of any contract or arrangement in which he is
interested, and if he shall do so, his vote shall not be counted, nor shall he be counted in the quorum
present at the meeting, but subject to the provisions of the Act neither of these prohibitions shall
apply to -
a) any arrangement for giving any director any security or indemnity in respect of money lent
by him to, or obligations undertaken by him for the benefit of the Company; or
b) any arrangement for giving by the Company of any security to a third party in respect to a
debt or obligation of the Company for which the director himself has assumed responsibility
in whole or in part under a guarantee or indemnity or by the deposit of a security; or
c) any contract by a director to subscribe for or underwrite shares or debentures of the

Company; or
d) any contract or arrangement with any other Company in which he is interested only as an
officer of the Company or as the holder of shares or other securities of it;
and these prohibitions may, subject to the provisions of the Act at any time be suspended or relaxed
to any extent and either generally or in respect of any particular contact, arrangement or transaction,
by the Company by an Ordinary Resolution of the shareholders.
60. Subject to the provisions of the Act a director may hold any other office or place of profit under the
Company (other than the office of auditor) in conjunction with his office of director for such period
and on such terms (as to remuneration and otherwise) as the directors may determine, and no direct
or intending director shall be disqualified by his office from contracting with Company either with
regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise
and subject to the provisions of the Act no such contract, or any contract or arrangement entered
into by or on behalf of the Company in which any director is in any way interested shall be liable to
be avoided, nor shall any director so contracting or being so interested be liable to account to the
Company for any profit realized by any such contract or arrangement, be reason of such director
holding that office or of the fiduciary relation thereby established.
61. Any director may act by himself or his firm in a professional capacity for the Company and he or
his firm shall be entitled to remuneration for the professional service as if he were not a director -
Provided that nothing herein contained shall authorize a director or his firm to act as auditor to the
Company.
62. All cheques, promissory notes, bill of exchange and other negotiable instruments, and all receipts
for moneys paid to the Company shall be signed, drawn, accepted, endorsed, or otherwise executed
(as the case may be) in such manner as the directors shall from time to time by resolution determine.
ROTATION OF DIRECTORS
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63. The maximum term for which a Director may be appointed is five (5) years provided that such
Director may be re-appointed for subsequent terms by the shareholders in accordance with the Act
and these Articles.
64. The Company may by Ordinary Resolution of the shareholders, remove any Director before the
expiration of his period of office notwithstanding anything in these Articles or in any agreement
between the Company and such director. Such removal shall, subject to the provisions of that
section, be without prejudice to claim such director may have damages for breach of any contract of
service between him and the Company.
PROCEEDINGS OF DIRECTORS
65. The directors may meet together for the dispatch of business, adjourn and otherwise regulate their
meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes.
In case of an equality of votes the chairman shall have a second or casting vote. A director may and
the secretary on the requisition of a director may, and the secretary on the requisition of a director
shall, at any time summon a meeting of directors.
66. The quorum necessary for the transaction of the business of the directors may be fixed by the
directors and unless so fixed shall be three.
67. The continuing directors may act notwithstanding any vacancy in their body but if and so long as
their number is reduced below the number fixed by or pursuant to these Articles as the necessary
quorum of directors, the continuing director or directors may act for the purpose of increasing the
number of directors to that number, or of summoning a general meeting of the Company, but for
no other purpose.
68. The directors may elect a chairman of the meetings and determine the period for which he is to hold
office; but if no such chairman is elected, or if at any meeting the chairman is not present within five
minutes after the time appointed for holding the same the directors present may choose one of their
number to be chairman of the meeting.
69. The directors may delegate any powers to committees consisting of such member or members of
their bodies as they think fit; any committee so fanned shall in the exercise of the powers so delegated
conform to any instructions that may be given to it by the directors.
70. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting
the chairman is not present within five minutes after the time appointed for holding the same, the
members present may choose one of their numbers to be chairman of the meetings.
71. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be
determined by a majority of votes of the members present, and in the case of an equality of votes
the chairman shall have a second or casting vote.
72. All acts clone by any meeting of the directors or a committee of directors or any other person acting
as a director shall, notwithstanding that it be afterwards discovered that there was some defect in
53
the appointment of any such director or person acting as aforesaid, or the they or any of them were
disqualified, be as valid as if every such person had been duly appointed and was qualified to be a
director.
73. A Board Resolution signed by all of the directors for the time being entitled to receive notice of a
meeting of the directors shall be as valid and effectual as if it had been passed at a meeting of the
directors duly convened and held.
MANAGING DIRECTORS
74. Subject to provisions of the Act, the directors may from time to time appoint one or more of their
body to the office of managing director for such a period and on such terms as they think fit, and.
subject to the terms of any agreement entered into in any particular case, may revoke such
appointment.
75. The directors may entrust to and confer upon a managing director any of the powers exercisable by
them upon such terms and conditions and with such restrictions as they may think fit, and from time
to time revoke, withdraw, alter or vary all or any such powers.
SECRETARY
76. The Company Secretary shall be appointed by the directors for such term, at such remuneration
upon such conditions they think fit; and any secretary so appointed may be removed by the
directors.
DIVIDENDS AND RESERVES
77. The Company may by Ordinary Resolution of the shareholders dispose of the profits of the
Company by declaring dividends, carrying profits forward transferring profits to capital or
revenue reserves, or by using profits or revenue reserves to pay the issue price of bonus shares
or debentures to be issued as fully paid shares or debentures to shareholders in the same
proportions as a dividend would be paid to them.
78. The directors may from time to time pay to the shareholders such interim dividends as appear
to the directors to be justified by the profits of the Company.
79. Subject to the rights of persons (if any) entitled to shares with special right as to dividend, all
dividends shall be declared and paid according to the amounts paid or credited as paid on shares
in respect whereof the dividend is paid, but no amount paid or credited as paid on a Share in
advance of an instalment of the issue price becoming due shall be treated for the purpose of
these Articles as paid on the Share. All dividends shall be apportioned and paid proportionately
to the amounts paid or credited as paid on the shares during any portion or portions of the
period in respect of which the dividend is paid; but if any Share is issued on terms providing
that it shall rank as from a particular date, such Share shall rank for dividend accordingly.
54
80. The directors may deduct from any dividend payable to any shareholder all sums of money (if
any) presently payable by him to the Company on account of instalments of the issue price of
shares held by him, or otherwise in relation to shares of the Company.
81. If the Company resolves by an Ordinary Resolution that fully paid bonus shares shall be issued
credited as paid up out of profits or capital or revenue reserves, the directors shall make all
requisite allotments and issues of fully-paid shares, and generally shall do all acts and things required
to give effect thereto, and shall have full power to make such provisions by the issue of fractional
certificates or by payment in cash or otherwise as they think fit in the case of shares becoming
distributable in fractions.
82. Where a dividend or bonus is declared, the resolution may direct payment of such dividend or
bonus wholly or partly by the distribution of specific assets of the Company, and in particular
of paid up shares, debentures, or debenture stock of any other Company, or in any one or more
such ways, and the directors shall give effect to such resolutions, and where any difficulty arises
in regard to such distribution the directors may settle the same as they think expedient and in
particular may issue fractional certificates and fix the value for distribution of such specific
assets or any part thereof and may determine that cash payments shall be made to any
shareholders upon the footing of the value so fixed in order to adjust the rights of all parties
and may vest any such specific assets in trustees or agents as may seem expedient to the
directors.
83. Any dividend, interest or other moneys payable in cash in respect of shares may be paid by
bank transfer directly to a bank account in the name of the shareholder as provided by the
shareholder or to an account maintained by a Member of Trop-X or a participant of the
Settlement System on behalf of the shareholder or otherwise by cheque or warrant sent
through the post directed to the registered address of the holder, or in the case of joint holders,
to the registered address of that one of the joint holders who is first named on the Share
Register, or to such person and to such address as the shareholder or joint shareholder holder
may in writing direct. Every such cheque or warrant shall be made payable to the order of the
person to whom it sent. Any one or more joint shareholder holders may give effectual receipts
for any dividends, bonuses or other moneys payable in respect of the shares held by them as
joint shareholders.
84. No dividend shall bear interest against the Company.
ACCOUNTS AND BOOKS
85. The directors shall cause to be maintained -
a) all appointments of officers made by the directors;
b) the names of the directors present at each meeting of the directors and of any committee
of the directors:
c) all resolutions and proceedings at all meetings of the Company and of the directors, and of
committees of directors;
55
d) the Share Register;
e) the Register of Directors; and
f) accounting records and financial statements.
86. The accounts and books shall be kept at the registered office of the Company and shall always be
open to the inspection of the directors.
87. The directors shall from time to time determine whether and to what extent and at what times and
places and under what conditions or regulations, the accounts and books of the Company or any of
them shall be open to the inspection of shareholder not being directors. No shareholders (not being
a director) shall have the right of inspecting any account or book or document of the Company
except as conferred by the Act or authorized by the directors or by the Company in general meeting
or directed by the court.
88. Until the directors otherwise determine by Board Resolution the magnetic electronic or other data
storage form shall be the original Register of Directors and Share Register.
NOTICES
89. A notice may be given by the Company to any member, shareholder or debenture holder, either
personally, by electronic mail to an email address provided to the Company by the shareholder for
the purpose of receiving such communications, or by sending it by registered post or courier to him
at his registered address. Where a notice is sent by email, service of the notice shall be deemed to
have been delivered immediately upon sending the email. Where a notice is sent by post or courier
service of the notice shall be deemed to be effective by properly addressing. prepaying, and posting
a letter containing the notice, and to have been effected in the case of a notice of a meeting at the
expiration of 24 hours after the letter containing the same is confirmed delivered.
90. A notice may be given by the Company to the joint holders of a Share or debenture by giving notice
to the joint holder first named in the Share Register or register of debentures holders in respect of
the Share or debenture.
91. A notice may be given by the Company to the persons entitled to a Share or debenture in
consequence of the death or bankruptcy of a shareholder or debenture holder by sending it through
the post in a prepaid letter addressed to them by name. or by the title of heirs of the deceased, or
trustee of the bankrupt, or by any like description at the address supplied for the purpose by the
persons claiming to be so entitled, or (until such an address has been so supplied) by giving the
notice in any manner in which the same might have been given if the death or bankruptcy had not
occurred.
92. Notice of every general meeting shall be given in any manner hereinbefore authorized to every
member of the Company and every person upon whom the ownership of a Share devolves by reason
of his being an heir or a person entitled to the estate of a member, or a trustee in bankruptcy of a
member, where the member but for his death or bankruptcy would be entitled to receive notice of
56
the meeting.
93. The auditor for the time being of the Company shall be entitled to receive notice of annual general
meetings.
WINDING UP AND
DISSOLUTION
94. If the Company has never issued Shares, it may voluntarily commence to wind up and dissolve the
Company by Board Resolution.
95. If the Company has previously issued Shares, it may voluntarily commence to wind up and dissolve
the Company upon being approved pursuant to an Ordinary Resolution of the shareholders.
96. If the Company shall be wound up, the liquidator may with the sanction of a Special Resolution
of the Shareholders and any other sanction required by the Act divide amongst the Shareholders in
specie or kind the whole or any part of the assets of the Company (whether they shall consist of
assets of the same kind or not) and may for such purposes set such value as it deems fair upon any
assets to be divided as aforesaid and may determine how such division shall be carried out between
the shareholders. The liquidator may with like sanctions vest the whole or any part such assets in
nominee or agents on behalf, or for the benefit, of Participating Shareholders as the liquidator, with
the like sanction shall think fit, but so that no Participating Shareholder shall be compelled to accept
any shares or other securities whereon there is any liability or amount unpaid.
INDEMNITY
97. Every current and prior director, managing director agent, auditor, secretary, and other officer of
the Company shall be indemnified out of the assets of the Company against any liability incurred by
him in defending any proceedings whether civil or criminal in which judgement is given in his favor
or in which he is acquitted, or in connection with relief that is granted to him by the court.
SEAL
98. The directors shall provide for the safe custody of the Seal of the Company if one is adopted
pursuant to a Board Resolution. The Seal when affixed to any instrument shall be witnessed by a
Director or any other Person so authorized from time to time by the directors.
CONTINUATION
99. The Company may pursuant to approval obtained from a Board Resolution and an Ordinary
Resolution of the Participating Shareholders continue as a Company incorporated under the laws of
a jurisdiction outside Seychelles or a Company incorporated under a different law in Seychelles in
the manner provided under those laws.
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We, the undersigned subscribers are desirous of being formed into an International Business Company to
be governed by these Articles of Association.
Dated this 09th day of May 2017.
Subscriber's signature: _________________________________

Miss Francisca Larue for and on behalf of:
Name: AAA INTERNATIONAL SERVICES LTD.
Witness to the above signature

Signature: ________________________
Name: Mrs Beryl Vidot
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Annexure 5 – DIRECTORS CV’S
1. Roger James Hamilton

16 Jalan Mertesari
Sanur, Bali
Indonesia
www.rogerjameshamilton.com
[email protected]
Founder of Entrepreneurs Institute, Entrepreneur Resorts & GeniusU
Roger James Hamilton is a futurist and social entrepreneur. He is the Founder of Entrepreneurs Institute
and creator of GeniusU, the Wealth Dynamics & Talent Dynamics profiling systems, used by over
800,000 entrepreneurs around the world.
At his Fast Forward your Business Events, held in Asia, Australia, UK and USA, Roger shares the Top
10 Trends in Business to over 10,000 entrepreneurs each year, together with the latest tools and
technologies for business owners to ride the waves of change.
Roger’s resort in Bali, Vision Villas, is Asia’s only Entrepreneur Resort, running iLab accelerator
programs throughout the year. These are one month programs attended by business owners to transform
their business into remotely operated, multi-market, multi-language global businesses.
Roger is a graduate of Cambridge University and Singularity University Executive Program, a member
of the Clinton Global Initiative, APEC CEO Summit and Transformational Leadership Council. He is
also a New York Times Bestseller.
LEADERSHIP POSITIONS
Mar 2017 - Present: Entrepreneur Resorts, Founder & CEO Entrepreneur Resorts is the world’s
leading entrepreneur resort and beach club group
• Overall responsibility for the growth of the company’s Resorts and Beach Clubs.
• Leading the board to ensure the company achieves its growth, quality and profit targets.
• Managing the regional and local leadership teams for each property
• Overseeing funding and resourcing requirements.
• Overseeing the strategy to grow the company to 5 resorts and 50 beach clubs in 5 years.
Jan 2015 - Present: GeniusU, Chairman GeniusU is the world’s No.1 entrepreneur education
platform, with 600,000 members
• Chairs the Board of Directors and guiding the leadership team.

• Connects and communicates with investors and investment partners.
• Oversees strategic direction and high level partnerships.
• Achieved a valuation of $20 million for the company with 3 funding rounds.
• Led the management team to rapid growth with over 600,000 members in 2 years.
• Scaled the company to a growth rate of over 1,000 new members per day.
Aug 2010 - Present: Talent Dynamics, Director Talent Dynamics is a global training company
leading the trust movement
• Oversees the leadership of the UK-based company.

• Grew Talent Dynamics into a world-recognized assessment tool to build trust.
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• Hosted trust leaders at the Trust Conference, including Bob Geldof & Steven Covey.
• Developed and launched the Trust Awards in Australia and England.
Oct 2005 - Present: Vision Villas Bali, Director Vision Villas is Asia’s first Entrepreneur Resort
• Oversees the leadership team and staff for the resort.
• Organized the purchase of Vision Villas in Gianyar, Bali.

• Re-modelled the resort as an Entrepreneur Resort with accelerator programs.
• Established the resort globally within entrepreneur networks as a destination resort.
Feb 2002 - Present: Entrepreneurs Institute, Wealth Dynamics, Founder & Chairman
Entrepreneurs Institute is a global entrepreneur network, with 800,000 members
• Chairs the global leadership team.

• Established offices in Australia, Indonesia, Japan, Thailand, South Africa and England.
• Built the company over 15 years to become the world’s largest entrepreneur network
• Grew the global community to 2 million followers and 800,000 members.
• Grew the partnership community to over 7,000 partners in over 30 countries.
• Overseeing rapid network growth of over 20,000 new entrepreneurs per week.
Aug 2010 - Sep 2013: Green School, Chairman Green School is gained global attention as a new
model for education
• Developed and chaired the board soon after the school’s creation.
• Oversaw the global media that the school attracted.
• Oversaw the installation of solar power and sustainable energy.
• Developed the school’s changemaker and community programs
• Attracted world leaders’ support, including Al Gore, Richard Branson and Jane Goodall.
• Established the Green Camp and Green SuperCamps.
• Grew the school from less than 100 students to over 400 enrolled.
Sep 1997 - Jan 2002: CEO, Free Market Media Free Market Media published newspapers and
magazines in Singapore
• Launched Free Market Media and grew the company to $12 million valuation
• Raised $3 million venture capital from 3i PLC
• Sold the company to the company’s printing partner.
LEADERSHIP ACTIVITIES
• Member of the Clinton Global Initiative

• Member of the Transformational Leadership Council
• Member of Singularity University Executive Program Alumni
• Member of Maverick 1000
Regular invited guest to global think tanks on Richard Branson’s Necker Island and Silicon Valley’s
Abundance 360.
EDUCATION
Sep 2003: Singularity University, Executive Program
Sep 1986 - Jul 1989: University of Cambridge, BA(Hons), Architecture
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2. Sandra Morrell
QUALIFICATIONS
Graduate Certificate in Change Leadership; Managing Change - Murdoch University
Certificate IV in Assessment & Workplace Training – St John Ambulance Training Org.
• Train Small Groups

• Plan Assessment
• Conduct Assessment
• Review Assessment
• Plan and Promote a Training Program
• Plan a series of Training Sessions
• Deliver Training Sessions
• Review Training
Omega Accounting; Consumer and Commercial Lending
Accounting CA – High Distinction
Accreditation as an approved Mortgage Originator - NAB Training Provider
SPECIALIST TRAINING AND KNOWLEDGE
• Change Leadership
• Change Managing your Team
• Strategic Planning: Business and Corporate
• Business Planning: Develop and Action your Plan
• Work Shop Facilitating
• Leadership Training
• Team Building
• Team Profiling
• Conflict Resolution
• Sales Training
• Performance Management
PROFESSIONAL DEVELOPMENT
• Business Mentored by Dr Peter J Daniels

• Graduate of Michael Grinder program: The power of influence through the science of non-
verbal communication
• Business Mastery – Tony Robbins
PROFESSIONAL AFFILIATIONS
• Member of the National Speakers Association Australia

• Member, Australian Institute of Management
INTERNATIONAL EXPERIENCE:
• New Zealand – Current; Business Consulting Services and Training Programs

• Fiji – Current; Keynote Speaking and Training at the ‘International Business School’ Business
Accelerate
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KEY SKILLS AND EXPERIENCE
Sandra is currently the Chief Operations Officer for ER Pte. Sandra’s background is substantial in
strategic development, driving Corporate Operations effectively and for
profit along with extensive experience in the implementation of collaborative change.
The core executive leadership services she provides are strategic planning, business consulting and
mentoring, group facilitation, change management and implementation, business improvement, and
development programs in the areas of leadership and management for individuals and groups.
Sandra has undertaken a variety of assignments at consultant and executive leadership level in a wide
cross section of sectors including not for profits, local government, small to medium sized businesses
and publicly listed global companies.
Sandra has designed and effectively delivered training, consulting and keynote presentations to
thousands of individuals at a range of audience levels including administration support, field workers,
accountants, sales agents, team leaders, executive team and boards of directors, with the outcome aimed
at achieving corporate objectives through facilitating the strategic planning process and creating the
communication medium and implementation strategy of the plan. Along with enabling effective
workplace relationships covering such topics as team building, effective leadership, influencing skills,
decision making, leading and communicating change, conflict resolution and performance
management, Sandra’s personal qualities and professional skills include:
• Dynamic trainer and presenter

• Able to engage team and transfer energy
• Problem analysis, assessment and outcomes-focused
• Excellent perception and conceptual thinking skills
• Able to work within a demanding situation and meet schedules and deadlines
• Excellent liaison and communication skills
• Skilled motivator and enabler of others
• Effective change agent
• Loyal, enthusiastic and committed to outcomes
• Frank, decisive and direct
• Extensive range of experience, skills and expertise
TYPES OF PROJECTS
• Change Leadership, Management and Communication
Sandra has hands-on experience whether it's in the area of strategic realignment, mergers or
acquisitions, a shift in the business or regulatory environment, restructuring, the introduction of new
technology, processes and/or IT systems, Sandra does not prescribe a simplistic, 'cookie-cutter' model
of change management. Instead, she provides clients with the means to tailor each change agenda to the
nature, scope, stakeholders and target outcomes of each specific change area. Sandra also explores the
effects of each change and enables clients to develop strategies both for realising benefits, mitigating
risk and communicating change throughout, whilst factoring impact on the individual, group and culture
of the organisation.
• Strategic and Business Planning
62
With over 20 years in owning her own businesses and working with organisations at key strategic
planning and implementation levels, Sandra utilises her extensive experience to enable and facilitate
business owners, directors and executives to develop and implement their Strategic Business Plan. Her
skills equip leaders with the key concepts, models and language of strategy to help them ensure the
successful alignment of their implementation efforts with strategic intent of their organisations.
Sandra ensures that attention is given to the link between its formation and its implementation providing
further support and development processes at the implementation level.
• Leadership, Team Building Conflict Management and Negotiation
Sandra turns groups into high performance teams that get results. Using a wide range of proven
processes and strategies, she trains teams to break down barriers to collaborate, set goals and implement
strategies that turn those goals into tangible and measurable outcomes.
Sandra’s individual approach ensures her techniques through facilitation, mentoring and training
delivers the business objectives. Sandra enables managers and organisational leaders to have the
confidence, tools and skills to understand and influence those around them. The ability to work through
inevitable disagreements with staff and stakeholders and to negotiate the best outcome is critical for all
levels of employees. Using her independent style that enables her to approach each organisation
individually will help you to further develop your team leaders and team members with understanding
of people, interactions and conflict in the workplace. Sandra will help you develop your ability to play
an active part in influencing and shaping collaborative outcomes. She will address the core elements of
leadership, social understanding, influence, conflict style and negotiation.
EXAMPLES OF PROJECTS
• Change Leadership, Management and Communication
That "change is the only constant" is now widely accepted. What is also clear is that organisational
change is often poorly executed or, at best, fails to realise the benefits expected or predicted by change
sponsors. Change management is no longer a fringe discipline, but rather a critical component of the
professional and managerial skill set.
Real Case:
• $140 million turnover Agricultural Business – 70 Employees;

• Assessment of environmental impact required 40% reduction in overall costs and 30%
reduction in employees;
• Objective was to assess impact across organisation of cost-cutting, develop new organisational
chart with key management personnel, ensure flow of all work systems and procedures had
minimal impact and remained effective, implement redundancies, implement communication
strategy;
• Measure and assess change impact on internal and external stakeholders;
• Develop new team culture and focus on future approach;
• Create business strategy to ‘drought proof’ the organisation;
Completed projects in the following areas:
Strategic realignment, mergers and acquisitions, a shift in the business or regulatory environment,
restructuring, the introduction of new technology, processes and/or IT systems, environmental impacts,
leadership change: CEO/COO, directors, management
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Process:
• Discussion, objective identified, strategy facilitated;

• Change environment analysis;
• Methods for determining stakeholder engagement strategies;
• Development of fit-for-purpose change program;
• Change enabling capabilities.
• Review of change events,
• The causes of previous change failure;
• The effects of sub-optimal change;
• Implementation of tools for analysing the change environment;
• Avoiding common (and uncommon) pitfalls;
• The human factor and the X-factor within the change program;
• Individual ownership to make change work and making it stick;
• Review, measure, adjustments,
• Ongoing support and access to mentoring, consulting if required.
Strategic Planning
Sandra will guide your team to enable your corporate vision through a simple yet highly effective
strategic planning process. Sandra provides the facilitation through a systematic process, which
encompasses the basic elements of a company investigation for relevant facts. Her innovative strategic
roll-out equips directors and middle to senior managers with the key concepts, models and language of
strategy to help them ensure the successful alignment of their implementation efforts with strategic
intent of their organisations. It takes participants through the strategy process, from environment
analysis to planning for successful implementation and evaluation.
Case Studies of actual examples of projects completed:
• Existing organisation wished to re-engineer strategic plan due to executive restructure. New
CEO and two new directors;
• Existing service focused organisation purchased new manufacturing division and required
existing plan to reflect changes and impact. Included revised marketing and communication
strategies;
• Three businesses merged requiring new ‘cohesive’ business plan outlining agreed direction,
implementation strategy – including new organisational chart, roles and responsibilities and
action plan
• New business concept – develop strategic plan including feasibility, probability and financial
measures including budgets, preparing documents and business plan for finance application,
reviewing lease/premises documents, new recruitment/team processes position descriptions and
processes and procedures.
Process:
• Discussion, overview and objectives established;

• Review and analysis of previous planning processes;
• Development of strategy to involve people and evolve plan;
• Perspectives on environments, systems, and stakeholders
• Introduction to strategic planning models (7S, Porter’s 5 Forces, SWOT, PESTLE, custom
designed.)
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• Facilitation of strategic planning process with board, executive, managers, team, other
identified stakeholders;
• Identify key impact areas for success (Key Result Areas)
• Evaluate and implement measures (Key Performance Indicators)
• Development of communication strategy in order to win understanding of and commitment to
a strategic initiative
• The communication plan—engaging stakeholder support and inputs
• Identification of priority focus areas
• Implementation of action plan
• Development of measures and monitoring to ensure the success and sustainability of strategic
initiatives
• Review, measure, adjustments,
• Ongoing support and access to mentoring, consulting if required.
Leadership, Team Building Conflict Management and Negotiation
Sandra turns groups into high performance teams that get results. Using a wide range of proven
processes and strategies, she trains teams to break down barriers to collaborate, set goals and Implement
strategies that turn those goals into tangible and measurable outcomes.
Sandra is also experienced in the following areas:
• Mentoring executive and management to resolve conflict, communicate effectively, present

with confidence, performance management for themselves and their team members, developing
high performance teams, special assignments, new challenges or repairing non-cohesive and
dysfunctional teams with custom designed team building activities and programs.
• Leadership mentoring which explores themes of trust, responsibility, accountability and
individual capability and performance within the team dynamics. This form of mentoring
accelerates learning and draws out the potential of each individual, assists in embedding
learning within the workplace, removes roadblocks to change, motivates individuals to expand
skills and behaviours to operate more effectively and drive business performance. Individual
mentoring can cover developing leadership styles, identifying areas for improvement, positive
use of influence, impact on teams, effectiveness through prioritising and delegation, processes,
strategic analysis, risk management and the role as mentor.
Typical Process:
• Discussion, outcomes identified;

• Analysis including Team member survey/interviews;
• Facilitation to identify where are we now – gap – objective;
• Agreed strategy and implementation process;
• Develop communication strategy and implementation;
• Implement: Workshop, Mentoring, Facilitation or Activity with individuals or groups to
develop skills in applying Leadership, Team Building, Conflict Management/Resolution and
Negotiation techniques
• Ongoing cohesive strategy: Leadership, Influencing and Communicating
65
3. Jeremy Harris
Jeremy Harris is an accountant whose strengths are strategy and connecting people. As an adviser and
consultant, he has worked with start-ups and growth-focussed businesses – both family and corporate
for over 25 years.
Jeremy is co-owner of Gill McKerrow, and has been for 17 years. Gill McKerrow is growing a global
team, and Jeremy’s focus is product creation, business development and strategic consulting. He is a
director of an app development and investment company established in 2013. Together with his wife,
he has invested in several start-up, early phase and high growth companies.
Of the 17 UN Sustainable Development Goals, Jeremy’s purpose is most connected to Quality

Education. He contributes to many education projects globally. He chairs the board of St John’s
Anglican College Foundation, contributing to the goals of this school as a place for the development of
the mind, for innovation and creativity. He facilitates entrepreneurial experiences and learning
opportunities for young people.
Jeremy believes in creating a legacy of giving. He and his family have been actively involved in
community projects in Cambodia, Laos, and Borneo. Jeremy has driven Gill McKerrow’s involvement
as an active contributor to the mission of B1G1 – Business For Good since 2011, and as a foundation
member of Accountants For Good in 2016. Also in 2016, Jeremy was a co-author of Better business,
Better life, Better world along with Paul Dunn, Masami Sato, Steve Pipe and Daniel Priestley.
He has been involved in committees and boards for not-for-profit groups for most of his professional
life.
Academic qualifications and professional memberships: -
• Tax Agent in Australia

• Financial Adviser (Superannuation)
• Member of Chartered Accountants Australia & New Zealand
• Bachelor of Business (Accountancy) – QUT
4. Lisa Bovio
101 Lonsdale Road, SW13 9DA, Barnes, London, UK
Mobile: + 44 (0)7717 667326 Email: [email protected]
A strategist with impeccable and rapid execution. A relentless operator who leads from the front and by
example. Multilingual and multicultural. An outstanding negotiator with excellent commercial acumen
and proven track record. A skilled developer and mentor of high performing teams. Excels in dynamic,
fast-paced, highly results orientated and performance driven environments. Consistently delivers results
in multinational, listed and privately owned companies in challenging conditions. Board level
experience. Highly competent trouble shooter.
July 2014 – Nov 2016, AMAN, CHIEF MARKETING OFFICER – REPORTING TO CEO AND
CHAIRMAN
• First Executive Team member to join Aman following its acquisition by V. Doronin (Chairman)
• Aide, trouble shooter and senior adviser to Chairman for all strategic commercial/non-
commercial matters
66
• Member of the Aman Executive Committee and responsible for Global Sales, Marketing,
Public Relations, Distribution and Real Estate Sales
• Fully restructured and recruited a 50+ new team, hand-picked from the best in the industry
• Responsible for the Aman Strategic Five Year Plan presented to all GMs and senior
management in Sept 2016
• Business Results: Room Revenue: 2014 vs 2015: +11%, 2015 vs 2016: +24% YTD at 31 Oct
2016
HOTEL SALES
• Set up the sales team with a pioneer approach: minimal in resort structure, regional/cluster
positions, clear responsibilities and accountabilities, the most cost efficient cross selling and
weekly Salesforce reporting
• Trade Room Revenue: 2014 vs 2015: 20.5%, 2015 vs 2016: 25.6% YTD at 31 Oct 2016
• Established sales structure in CIS and Middle East regions for the first time
• Organised Aman roadshows in UK, FR, DE, USA, China, HKG, JAP, KOR, AUS, NZ, with
trade & consumer events
• Developed core action plans with Global trade partners to drive revenue to hotels/villas
• Implemented strategic plans with key consortia, Amex, Virtuoso, Signature, Altour, Frosch,
Traveller Made
• Participated in key Luxury Trade Shows: LE Miami, Virtuoso, Amex Pacesetter, Pure
Marrakesh, ILTM Cannes
• Contracted with Private Residences rental specialists for the first time: Heaven Rentals HK, La
Cure Canada, Rental escapes Canada & Villas of Distinction USA
REAL ESTATE SALES
• Set up the Real Estate strategy (Sales, Marketing, PR and Distribution)

• Executed full audit of inventory for sale
• Launched Real Estate website section (Sale and Resale)
• Launched PPC, SEO, SEM strategies for the Residences
• Produced luxury collateral: Aman Real Estate, individual residential project and unit fact sheets
• Implemented the Aman Residence process for buyers, sellers and staff incentive to drive cross
selling
• Set up effective sales structure combining the London sales team and Aman Ambassadors in
resort
• Continual review of the Aman database with CRM team to identify potential prospects
• Ongoing reviews with the Development team to finalise assets: floorplans, renderings, etc.
• Worked on the Aman Residences App for the Aman Residences Show Suite in London (to be
launched Q4 2016)
• Planned an Aman Residences video with footage from stills and renderings for Q1 2017
• Planned a bi-annual newsletter exclusively for the Residences to the Aman database for Q1
2017
PUBLIC RELATIONS
• Total AVE (Advertising Value Equivalent): 2015: $93M, 2016: $104M YTD at 31 Oct 2016
• Total media clippings: 2015: 3133 clippings, 2016: 3111 clippings YTD at 31 Oct 2016
• Reviewed all PR agency contracts, terminated ill performers, employed effective replacements
67
• Generated strategic positive editorial while rebuilding the brand at a key stage (very public
litigation)
• Successfully launched Aman Tokyo to global acclaim and generated over $33M in editorial
coverage
• Organised annual UK, New York, Paris and Munich media events with over 100 key media in
attendance
• Created an 11,000 database of global media contacts
• Secured leading industry awards for the brand and resorts
DISTRIBUTION AND REVENUE MANAGEMENT
• Created the function, introduced strategic seasonal pricing, implemented the annual pricing
process and rate loading/distribution across the group (24 months rate validity)
• Closed Colombo call centre and opened new Call Centres in Singapore and US to allow 24-
hour coverage
• Reorganised all back-office processes (contracting, rate and data loading) and relocated the
team to a cost-effective office set up
• Implemented much needed dynamic pricing process for key city hotels and busy resorts
(Venice, Tokyo, Utah)
• Simplified trade contracting (evergreen contract), rate templates and process for timely rate
submission
• Enhanced e-commerce contracting to protect the brand and Aman’s own online marketing
efforts
• Completed seamless connectivity with select B2C (Mr&Mrs Smith, Zanadu) and B2B (DOTW,
GTA) platforms
• Audited all hotels PMS systems and sellable inventory vs. distribution systems, to increase
selling exposure
• Implemented pre-selling procedures in all distribution systems for optimum new hotel opening
performance
• Listed hotels with Smith Travel Research for STAR benchmarked product reporting and
analysis
• Listed properties with Rate360/TravelClick to monitor key market pricing (Venice, Tokyo)
• Reconfigured the market segmentation, sources and channel codes to effectively monitor
performance
MARKETING (Brand, Online, CRM)
• Doubled scope and budget for new website to implement a full re-branding of Aman,
encompassing consumer research, brand guidelines and new logos
• Launched new website (Aug 2015), updated (Oct 2016) to include Real Estate, Wellness and
new home page. Delivered YOY revenue growth +50%. Completed website translations into
Chinese and Japanese. Implemented Google analytics
• Launched new ‘responsive’ booking engine (Aug 2014), revised (Aug 2015) with considerable
increase in revenue, bookings and conversion (+40%)
• Implemented new CRM strategy, appointed new vendor to integrate all Aman data sources
which provided the business intelligence analysis to optimise email and other key campaigns.
Set up critical data capture policies at hotel level. Resulted in enhanced campaign strategy and
30% uplift in engagement and web traffic
68
• Full social media re-launch across Facebook, Instagram, WeChat, Weibo. All platforms
delivered rapid follower growth and engagement, outpacing competitive set. Launched social
media monitoring (Sprinklr)
• Strong PPC campaigns delivered ROI +15:1. Secured increased bookings from core markets
and emerging markets in the absence of Aman infrastructure – Kuwait, Colombia, Saudi
Arabia, Mexico, etc.
• Developed visual assets for the brand across film and photography, implemented new style
guidelines
• Implemented a unique Trade booking engine, an industry first linking commission to
performance
OTHER KEY SUCCESSES
• Instrumental in the HQ relocation project from Singapore to London

• Closed Singapore, Hong Kong and Los Angeles storage units resulting in $45K savings
• Closed the Hong Kong, Bangkok and Colombo offices resulting in $150K savings
• Led all Sales, Marketing, PR and Distribution efforts for the opening of FOUR hotels within
an 18-month period
2010 – 2014, KERZNER INTERNATIONAL, SVP SALES & MARKETING – REPORTING TO

CEO & EXEC VP
Member of the Kerzner International Executive Leadership Team responsible for the Global Sales and
Marketing strategy, development and implementation across the group
• CEO trouble shooter

• Joined as Executive Director Sales UK (Jan 2010), promoted to VP Global Sales (Dec 2010)
and to Senior VP Global Sales and Marketing (Feb 2012)
• 2010, 2011, 2012 and 2013 exceeded Room Night and Room Revenue targets
• Fully re-organised the sales teams in the UK, France, Germany and Russia Regional Sales
Offices
• Created the US, GCC and Africa Regional Sales Offices with no extra budget, funded from
savings
• Russia Regional Sales Office - resolved critical law suits, accounting and major personnel
issues
• Reviewed all General Sales Agents contracts. Terminated 10 underperformers. Employed
effective replacements. Resulted in a $500K saving
• Upgraded all Regional Sales Offices to the latest technology with 20% reduction in previous
costs
• Reduced all Regional Sales Offices operating costs with a saving of $1M in 2012 and $600K
in 2013
• Implemented a CRM linking all Regional Sales Offices and resorts for $55K cost (original
budget was $200K)
• One&Only Reservations - took over an average team and improved performance to a min of
90% in 6 months
• Turned around underperforming resorts (One&Only Le Saint Geran, One&Only Cape Town
and Mazagan)
• Lead the Global Sales team (25) in the Regional Sales Offices, in resort Directors of Sales &
Marketing and the General Sales Agents (developing markets). Created and implemented
targets and objectives
69
• Developed and implemented all global sales strategies (Direct, Corporate, MICE/Groups,
Online etc.)
• Developed and implemented the Mazagan Casino Marketing strategy and revamping project
(new machines, layout, events, CRM, competition analysis, loyalty card etc.). Resulted in
considerable improved performance
• Created and managed budgets (Corporate Sales, Regional Sales and Operating) and ensured no
overspend
• Monitored daily booking pace, observed trends, reviewed competition, made tactical
recommendations to ensure resorts were properly positioned (rate, occupancy and mix) and
protected ADR from dilution
• Liaised with the Regional Sales Offices, resorts and General Sales Agents to ensure a fully
cohesive approach in deploying sales and marketing initiatives. Protected and grew market
share
• Established all key sales processes and policies to ensure commitment to operational efficiency
• Selected and developed high performing sales teams (in Regional Sales Offices and resorts)
through stringent recruitment, regular performance reviews, training and mentoring
• Established/maintained good working relationships with key press, airlines, travel trade and
tourist offices
• Chaired the weekly conference calls with resorts, Marketing, PR and Revenue Management,
ensured a collaborative approach, interdepartmental co-operation and consistent focus on key
objectives
• Represented Kerzner International at trade shows, industry and clients’ events
2006 – 2009, LASTMINUTE.COM/ HOLIDAY AUTOS, GROUP COMMERCIAL DIRECTOR

– REPORTING TO CEO
• Secured car rental supply for 1.2M rentals p/a (largest car rental broker and car rental volume
at the time)
• Formulated and implemented turnaround strategy which resulted in all financial targets being
achieved:
o 2009 objective of £5.2M EBITDA on target at the time of my departure
o 2008 objective of £5.2M EBITDA exceeded by £1.2M
o 2007 objective of £7.8M EBITDA exceeded by £900K
o 2006 objective of £8M EBITDA achieved
• Led the business strategy, identified and addressed areas of growth and risk
• Maximized rebate achievement through yield management, renegotiated contracts with no/
minimal increase
• Set up all necessary processes, targets and objectives
• Created, developed and nurtured a top performing team
• Restructured supplier base, forged strong partnerships, ensured optimal profitability and
suitable margins
• Increased XML manifesting from 15% to 70% with significant operating savings for Holiday
Autos and suppliers
• Drove the consolidation of 4 databases which vastly improved volume monitoring and rebate
collection
• Settled all outstanding suppliers accounts for 2003, 2004, 2005 and 2006 resulting in a £1M+
of savings
• Board member of HAES (Holiday Autos European Services Board in Switzerland)
70
PREVIOUS EMPLOYMENT
2004 - 2006 Director International Corporate Accounts, Vanguard/ National Car Rental
2001 - 2004 Expatriate in Spain due to my husband’s job
2000 - 2001 Executive Director - Corporate Services, Goldman Sachs
1998 - 2000 Director Corporate Sales - Europe, Hertz
1993 - 1998 Director of Sales - Europe, The Oberoi Group of Hotels
1990 - 1993 Sales Manager - Europe promoted to Director of Sales - Europe, Shangri-la Hotels &
Resorts
1987 - 1990 Marketing Coordinator South America promoted to European Sales Executive, Ocean
Cruise Line
EDUCATION & INTERESTS
University of Buenos Aires, Law (Practice II pending)
National College of Buenos Aires, Baccalaureate (Argentina’s top school)
Languages: Spanish, French, English, Portuguese and Italian (written and spoken)
Interests: Passionate about nature, opera, travel, horses, cars, design, sports. Competitive swimmer
5. Dennis DuBois, CHAE

6865 Sapphire Lane Chanhassen, MN 55317
Overview
Senior level strategic finance partner who enjoys partnering with others to drive businesses to their
highest potential. Focuses on how various stakeholders can partner to leverage their strengths to the
benefit of the organization. I seek to understand the perspective of all sides and stakeholders in meetings
and negotiations in order to expedite and remove obstacles to achieve conclusions that are perceived to
be positive for all.
I approach tasks and projects with an eye towards understanding the complexities and the dependencies
in order to deliver a high-quality product. I surround myself with individuals who desire to work
independently with high expectations and accountability. I firmly believe that given a positive,
encouraging and supportive environment, individuals will surprise you with their creativity and high
engagement levels.
Talents/Skills
• Strategic finance leader

• Negotiations
• Team builder
• Acute financial acumen
• Business partner
• Detail oriented
• Hotel transactions
• Results oriented
• Innovator
71
Professional Experience and Accomplishments
CARLSON REZIDOR HOTEL GROUP, Minnetonka, MN May 2002 –
Present Senior Director of Finance Apr 2011 – Current
Director of Finance May 2002 – Mar 2011
• Overall responsibility for the finance function for the owned and managed portfolio of hotels
for Carlson in the Americas.
• Strategic decision maker on key hotel assets as well as legal and operational positioning for
hotel transactions
• Perform due diligence and pro-forma analysis on potential hotel acquisitions.
• Asset Manager and corporate finance representative for Carlson owned hotels in both the
Caribbean and domestic United States.
• Recruiting, selecting and training of new hotel Controllers on producing consistent and accurate
projections and identify areas for operational improvements and efficiencies.
• Conducted internal audits and provided operational assistance on hotels in our portfolio.
• Create and maintain Standard Operating Procedures for our portfolio hotels.
• Coordinated the installation and training for the forecast/budgeting system for all Carlson
managed hotels.
• Experienced in condo hotels as well as treasurer for Warwick Master Condominium a mixed
used facility at our hotel in Philadelphia
• Member of Carlson PCI Steering committee
NICHE SOFTWARE, INC., Portsmouth, NH Nov 2000 – Feb 2002
Chief Financial Officer
• Prepared a strategic Business Plan with full pro-forma projections and cash flow for
presentation to various Venture Capitalists, Angel and Corporate investors.
• Responsible for all General Ledger, legal, business and payroll tax, as well as financial
projections. Created and maintained all depreciation/amortization schedules.
• Managed cash flow for this severely cash challenged company while maintaining banking and
vendor relations.
DAYLIGHT SOFTWARE, INC., Dover, NH Jan 2000 – Nov.2000
Chief Financial Officer
• Manage all financial aspects of this software provider to the Hospitality Industry including
General Ledger, A/P, A/R, forecasts, cash flow and revenue recognition.
• Maintain banking relationship including managing lines of credit, and general operating
account procedures.
• Facilitated first round of financing for the organization including all financial projections,
business plan and analysing various financial scenarios.
• Responsible for all contractual obligations and negotiations on behalf of this S-Corp.
HYATT HOTELS CORPORATION, Chicago, IL 1984 - 2000
Director – Hotel Operations 1999 – 2000
Director/Manager – Hotel Accounting 1997 – 1999
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Hyatt Hotels Corporation Chicago, Illinois
• Report directly to the COO of the $3.5 billion company.

• Perform various financial analyses on existing hotels as well as potential hotels.
• Assist and direct the 5 Divisional and 107 Hotel Controllers on various issues or concerns on
an as needed basis.
• Vendor contact for Hyatt for their point of sale system, credit card processing, various software
companies as well as a member of Hyatt’s technology steering group.
• Review select hotel annual Capital Budgets and Year End Audits for completeness and
compliance with hotel operating agreements.
• Review and grade Management Operation Reviews conducted on the Accounting operation in
select Hyatt Hotels.
• Coordinated the implementation of extensive changes to the Annual Forecast process for all
107 Hyatt Hotels.
Controller 1988 - 1997
Hyatt Regency Dearborn
Hyatt Regency Buffalo
• Directed all financial activities for these full service hotels including forecasts, cash flow,
internal control, taxes, capital expenditures, bank and ownership relations.
• A member of Hyatt Corporation’s Management Operations Review Team which provided in
depth analysis of operations and internal controls for portfolio hotels.
EDUCATION
University of New Hampshire, Durham, NH
Whittemore School of Business and Economics – Now called Peter T. Paul College of Business and
Economics
Major: Business - Concentration in Finance/Accounting
Minor: Economics & Political Science
CERTIFICATIONS/INDUSTRY INVOLVEMENT
Certified Hospitality Accountant Executive – Hospitality Financial and Technology Professionals

(HFTP)
Certification in Strategic Management– Cornell University, School of Hotel Administration -

Professional Development Program
Executive Leadership Program – Carlson Companies Inc.
Finance Committee – AH&LA tasked with updating the Uniform System of Accounts for the Lodging
Industry
Hotel Finance Advisory Committee – Hospitality Financial and Technology Professionals (HFTP)
2015 Carlson Fellow Award Recipient – Carlson Companies Inc.
Industry Articles
Forecasting Landscape in the Hospitality Industry – CFO Tech Outlook, February 2017
73
Increased Credit Card Use Has Positive, Negative Ramifications for the Lodging Industry - Lodging
Magazine, March 2016 co-authored with Robert Mandelbaum PKF
What is this thing called EMV? – American Hotel & Lodging Educational Institute, January 2016
74
Annexure 6 – UNAUDITED MANAGEMENT ACCOUNTS
Jan Feb March April May June July Aug Sept Oct Nov Dec 2016
ER Pte
Income 97,083 55,969 - 101,153 85,975 73,461 82,441 - 46,046 45,741 79,572 55,427 722,867
Cost of Sales 18,221 58,750 16,504 42,813 25,967 23,963 12,354 33,092 73,821 54,621 9,764 76,601 446,471
Gross Profit 78,863 -2,781 -16,504 58,340 60,008 49,498 70,087 33,092 -27,775 -8,881 69,808 -21,174 276,396
Expenses 12,093 20,988 12,239 15,563 18,109 12,456 16,304 13,293 12,454 16,194 11,436 14,242 175,371
Net income for
Operations 66,770 -23,769 -28,743 42,777 41,898 37,041 53,783 -46,385 -40,229 -25,074 58,371 -35,416 101,025
Other Income - - - - - - - - - - - 48 48
Non-operating
expenses 137 833 830 239 12 709 578 296 530 288 491 211 5,153
Net Profit 66,632 -24,602 -29,573 42,537 41,887 36,333 53,205 -46,681 -40,759 -25,362 57,881 -35,579 95,920
Genius Beach
Club
Income - - - - - - - 17,760 26,940 54,013 45,125 52,191 196,030
Cost of Sales - - - - - - - 10,628 12,945 19,838 17,202 20,764 81,377
Gross Profit - - - - - - - 7,133 13,994 34,176 27,922 31,427 114,652
Expenses 1,991 2,019 2,835 2,856 2,773 2,789 2,840 11,238 12,571 12,083 14,658 15,763 84,417
Net income for
Operations -1,991 -2,019 -2,835 -2,856 -2,773 -2,789 -2,840 -4,106 1,423 22,093 13,264 15,664 30,235
Non-operating
expenses - - - 449 73 228 874 5,549 8,023 14,067 14,601 14,885 58,749
Net Profit -1,991 -2,019 -2,835 -3,305 -2,846 -3,017 -3,714 -9,655 -6,599 8,026 -1,337 778 -28,514
Vision Villas 2016 2015 2014

Income 357,017 388,832 356,267
Cost of Sales 91,303 90,244 73,574
Gross Profit 265,713 298,587 282,692
Expenses 233,530 242,175 237,645
Net income for Operations 32,184 56,412 45,047
Other Income 1,133 1,066 65
Net Profit 33,317 57,478 45,113
 All amounts are shown in USD.

 The functional currency of ER Pte and Genius Beach Club is Singapore Dollars.
 The functional currency of Vision Villas is Indonesian Rupiah.
 Conversions to USD have been made monthly for ER Pte and Genius Beach Club at spot on
the last day of the month.
 Conversions to USD have been made annually for Vision Villas at spot on the last day of the
year.
 These management accounts are unaudited.
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Annexure 7 – PROJECTIONS AND ASSUMPTIONS
ER Group Cashflow Model Year 1 Year 2 Year 3 Year 4 Year 5
2017 2018 2019 2020 2021

Properties
Beach Clubs 1 2 4 6 20
Resorts 1 2 3 4 5
Key metrics
Gross revenue 4,518,149.60 8,956,899.74 15,676,244.69 23,611,609.13 50,013,281.71
Net operating income 1,054,695.94 2,228,671.70 3,496,267.44 5,349,598.03 10,553,614.37
Net profit 402,616.26 1,285,552.02 1,749,139.77 2,986,660.75 5,333,705.58
Annualised Net operating income 602,616.26 1,285,552.02 1,749,139.77 2,986,660.75 5,333,705.58
Forward PE Ratio 10.00 11.00 12.00 12.00 12.00
Trailing Ratio 21.33 14.97 20.49 21.43 22.42
Valuation 12,855,520.22 19,240,537.44 35,839,929.01 64,004,466.90 119,557,679.68
New capital raised 4,200,000.00 5,280,000.00 6,320,000.00 9,920,000.00 16,400,000.00
% equity in new capital 33% 27% 18% 15% 14%
% equity in existing capital 67% 73% 82% 85% 86%
Target share price (S$) 1.40 1.60 2.34 3.56 5.75
Target share price (US$) 1.00 1.15 1.67 2.54 4.11
Total capital raised 4,200,000.00 9,480,000.00 15,800,000.00 9,920,000.00 16,400,000.00
New shares issued 3,000,000.00 3,293,047.31 2,696,770.38 2,788,227.14 2,850,171.87
Total shares issued 12,000,000.00 15,293,047.31 17,989,817.69 20,778,044.82 23,628,216.69
Cash 290,536.58 751,368.93 1,313,861.02 1,875,230.12 2,311,345.31
Operating income 712,695.94 1,818,271.70 3,003,787.44 4,758,622.03 9,844,443.17
Net Profit 402,616.26 1,285,552.02 1,749,139.77 2,986,660.75 5,333,705.58
Financing 1,400,000.00 1,400,000.00 0.00 0.00 0.00
Earnings per share 0.03 0.08 0.10 0.14 0.23
Dividends per share 0.00 0.00 0.00 0.07 0.11
Acquisitions (shares)
Beach Clubs 560,000.00
Resorts 5,040,000.00
New Purchases 5,600,000.00 0.00 0.00 0.00 0.00
Acquisitions (cash)
Beach Clubs 0.00 1,080,000.00 720,000.00 4,320,000.00 10,800,000.00
Resorts 5,600,000.00 4,200,000.00 5,600,000.00 5,600,000.00 5,600,000.00
New Purchases 5,600,000.00 5,280,000.00 6,320,000.00 9,920,000.00 16,400,000.00
Loan financing
Beach Clubs
Resorts 1,400,000.00 700,000.00
Total loan financing 1,400,000.00 700,000.00 0.00 0.00 0.00
Total equity financing 4,200,000.00 4,580,000.00 6,320,000.00 9,920,000.00 16,400,000.00
Cash
Brought forward 0.00 290,536.58 751,368.93 1,313,861.02 1,875,230.12
Retained earnings 402,616.26 1,285,552.02 1,749,139.77 2,986,660.75 5,333,705.58
New capital 4,200,000.00 5,280,000.00 6,320,000.00 9,920,000.00 16,400,000.00
New loans 1,400,000.00 0.00 0.00 0.00 0.00
New acquisitions -5,600,000.00 -5,280,000.00 -6,320,000.00 -9,920,000.00 -16,400,000.00
Set up expenses -112,079.68 -124,719.68 -486,647.68 -931,961.28 -2,230,737.60
Loan repayments 0.00 -700,000.00 -700,000.00 0.00 0.00
Dividend payments 0.00 0.00 0.00 -1,493,330.38 -2,666,852.79
Total ending cash 290,536.58 751,368.93 1,313,861.02 1,875,230.12 2,311,345.31
76
Entrepreneur Beach Club Standard Model
5 Year Model
Year 1 Year 2 Year 3 Year 4 Year 5
Seats 100 100 100 100 100

Daily covers 300 300 300 300 300
Yield @ 300 daily covers x 365 28% 34% 40% 46% 52%
Annual covers 30,660 37,230 43,800 50,370 56,940
$ drink per cover 15 16 17 18 19
$ food per cover 20 21 22 23 24
Income
Beverage income 459,900.00 595,680.00 744,600.00 906,660.00 1,081,860.00
Food income 613,200.00 781,830.00 963,600.00 1,158,510.00 1,366,560.00
Total Income 1,073,100.00 1,377,510.00 1,708,200.00 2,065,170.00 2,448,420.00
Cost of Sales
COS - Beverage 183,960.00 238,272.00 297,840.00 362,664.00 432,744.00
COS - Food 245,280.00 312,732.00 385,440.00 463,404.00 546,624.00
Bank / Merchant charges 13,950.30 17,907.63 22,206.60 26,847.21 31,829.46
Total COGS 443,190.30 568,911.63 705,486.60 852,915.21 1,011,197.46
Gross Profit 629,909.70 808,598.37 1,002,713.40 1,212,254.79 1,437,222.54
Expenses
Total bar expenses 4,000.00 4,000.00 4,000.00 4,000.00 4,000.00
Total kitchen expenses 24,000.00 24,000.00 24,000.00 24,000.00 24,000.00
Total marketing expenses 66,000.00 66,000.00 66,000.00 66,000.00 66,000.00
Total employment expenses 160,000.00 192,000.00 230,400.00 276,480.00 331,776.00
Total admin expenses 96,000.00 115,200.00 138,240.00 165,888.00 199,065.60
Total POMEC expenses 36,000.00 43,200.00 51,840.00 62,208.00 74,649.60
Total expenses 386,000.00 444,400.00 514,480.00 598,576.00 699,491.20
Operating income 243,909.70 364,198.37 488,233.40 613,678.79 737,731.34
Non-operating expenses
Total set-up expenses 120,000.00 60,000.00 30,000.00 0.00 0.00
Depreciation 120,000.00 120,000.00 120,000.00 0.00 0.00
Total non-operating expenses 240,000.00 180,000.00 150,000.00 0.00 0.00
Net profit 3,909.70 184,198.37 338,233.40 613,678.79 737,731.34
77
Entrepreneur Resort Model Standard Model
5 Year Model
Year 1 Year 2 Year 3 Year 4 Year 5
Rooms 30 30 30 30 30
Annual rooms open 10,950 10,950 10,950 10,950 10,950
Occupancy 70% 74% 78% 82% 86%
Room nights 7,665 8,103 8,541 8,979 9,417
Ave room rate 160 170 180 190 200
Income
Total room 1,226,400.00 1,377,510.00 1,537,380.00 1,706,010.00 1,883,400.00
Total food & beverage 981,120.00 1,102,008.00 1,229,904.00 1,364,808.00 1,506,720.00
Total other income 858,480.00 964,257.00 1,076,166.00 1,194,207.00 1,318,380.00
Total Income 3,066,000.00 3,443,775.00 3,843,450.00 4,265,025.00 4,708,500.00
Cost of Sales
Food and beverage 392,448.00 440,803.20 491,961.60 545,923.20 602,688.00
Other COGS 600,936.00 674,979.90 753,316.20 835,944.90 922,866.00
Total COGS 993,384.00 1,115,783.10 1,245,277.80 1,381,868.10 1,525,554.00
Gross Profit 2,072,616.00 2,327,991.90 2,598,172.20 2,883,156.90 3,182,946.00
Expenses
Marketing 200,000.00 200,000.00 200,000.00 200,000.00 200,000.00
Payroll 560,000.00 588,000.00 617,400.00 648,270.00 680,683.50
Room department 120,000.00 126,000.00 132,300.00 138,915.00 145,860.75
Room POMEC department 100,000.00 105,000.00 110,250.00 115,762.50 121,550.63
F&B POMEC department 400,000.00 420,000.00 441,000.00 463,050.00 486,202.50
General & admin 320,000.00 336,000.00 352,800.00 370,440.00 388,962.00
Total expenses 1,700,000.00 1,775,000.00 1,853,750.00 1,936,437.50 2,023,259.38
Operating income 372,616.00 552,991.90 744,422.20 946,719.40 1,159,686.63
Non-operating expenses
Total set-up expenses 180,000.00 60,000.00 30,000.00 0.00 0.00
Depreciation 120,000.00 120,000.00 120,000.00 0.00 0.00
Total non-operating expenses 300,000.00 180,000.00 150,000.00 0.00 0.00
Net profit 72,616.00 372,991.90 594,422.20 946,719.40 1,159,686.63
78

ERL Listing Particulars Final

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THIS PRE-LISTING STATEMENT AND PRIVATE PLACEMENT MEMORANDUM IS

IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Entrepreneur Resorts Limited

Date of issue: 9 May 2017

Listing Particulars General Information

Registered Address Sponsor Advisor

Business Address Legal Advisors

Auditors Company Secretary

Capital Raising Platform Website

Roger James Hamilton, (48) CEO (British)

Sandra Morrell, (49) COO (Australian)

Jeremy Harris, (46) CFO (Australian)

Lisa Bovio (52) (Italian)

Dennis DuBois (54) (American)

Vision Villas and Genius Café will be acquired by scrip transaction.

6. PURPOSE OF THE LISTING

 enhance the Company’s ability to access capital;

7. SUMMARY OF THE PRIVATE PLACEMENT

“AfriClear” means AfriClear (Seychelles) Limited a company incorporated under the

“AfriDep” means AfriDep (Seychelles) Limited a company incorporated under the

“Company” means Entrepreneur Resorts Limited;

“Directors” means the members of the board of directors of ERL;

“FSA” means the Financial Services Authority of the Seychelles;

“PKF” means PKF Capital Markets (Seychelles) Limited (Registration number

“Registrar” means the Registrar of Companies in the Seychelles;

“Seychelles” means the Republic of Seychelles;

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

1. INCORPORATION, NATURE OF BUSINESS, HISTORY AND PROSPECTS

100% 100% 100%

Tau Nominee (SA

Tau Game Lodge

1.5. Management accounts

1.6. Court, arbitral and administrative proceedings

Name Position Qualification Proposed annual

Singularity University, Executive

Sandra Morrell COO Graduate Certificate in Change AUD 72,000

Certificate IV in Assessment &

Omega Accounting; Consumer and

Accounting CA – High Distinction

Whittemore School of Business and

Certified Hospitality Accountant

Executive Leadership Program –

2.2. Directors’ addresses

2.3. Directors’ powers

2.4. Current Directors’ Shareholding in ERL

2.7. Rotation of Directors

A retiring director shall be eligible for re-election.

In addition, the directors have:

2.9. Family relationship

2.11. Employee participation

3. CAPITAL AND VOTING RIGHTS

3.1. Share Capital

3.3. General meetings

3.4. Notice of general meetings

3.5. Withdrawal of demand for poll

3.6. Own equity securities

3.8. Borrowing powers

3.10. Information policy

4.1. Financial Statements