General Disclosure

GENERAL DISCLOSURE

INVESTMENT OFFERING NOTICE

Villa Bit Capital, LLC ("Villa Bit Capital") operates the website VillaBitCapital.com (the "Site"). Information presented on the Site is provided solely for informational and educational purposes and does not constitute an offer to sell securities or a solicitation to purchase securities.

Any offering, solicitation, or sale of securities may only be made through official offering documents, including, where applicable:

• a Private Placement Memorandum (PPM)
• Offering Circular
• Prospectus
• Subscription Agreement
• Operating Agreement
• LLP Agreement
• project financing documentation
• and related legal documentation

No investment commitment, subscription, or transfer of funds should be made without first receiving and reviewing the applicable offering materials. Any indication of interest may be withdrawn or revoked at any time without obligation or commitment.

No money or consideration is being solicited or accepted unless all required legal and regulatory conditions are satisfied, including applicable SEC qualification requirements where relevant, and applicable UK, Croatian, EU, or other international legal requirements where relevant.

§

INVESTMENT RISK DISCLOSURE

ALL INVESTMENTS INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

Historical performance, projected returns, target returns, hypothetical examples, or illustrative scenarios should not be viewed as guarantees or predictions of future performance. Actual results may differ materially from projections or expectations.

Market conditions, economic changes, tourism fluctuations, financing costs, regulatory developments, construction delays, operational risks, currency movements, cross-border legal issues, UK LLP administration issues, Croatian company operations, and unforeseen events may significantly impact investment outcomes.

Any references to:

• "Targeted IRR,"
• "Targeted Equity Multiple,"
• projected cash flows
• estimated returns
• or projected investment performance

are based on internal assumptions and forecast models that may not accurately reflect future market realities.

Hypothetical or projected performance figures do not represent actual investor returns and may not account for important economic, market, operational, financing, or tax-related factors.

§

THIRD-PARTY INFORMATION DISCLOSURE

Information displayed on the Site may include third-party data believed to be reliable. However, Villa Bit Capital and its affiliates make no representation or warranty regarding the accuracy, completeness, or reliability of such information.

Unless explicitly stated otherwise, information on the Site has not been independently audited, reviewed, or verified by third-party accountants, auditors, or regulatory authorities.

INVESTOR RESPONSIBILITY

Prospective investors are encouraged to perform their own due diligence and independent evaluation of any investment opportunity.

Investors should consult their own:

• attorney
• CPA
• tax adviser
• financial adviser
• and other qualified professional consultants

before making any investment decision.

Investors should understand that USA LLC and UK LLP structures may be treated as partnership-type or pass-through structures in certain circumstances, but this does not mean that investors pay no tax.

Tax obligations may still apply in the investor's own country of residence, and treatment may differ depending on citizenship, tax residence, personal status, local law, treaties, reporting rules, and the final legal documentation.

§

ACCREDITED INVESTOR REQUIREMENTS

Certain offerings available through the Site may be limited to independently verified accredited investors pursuant to Rule 506(c) under Regulation D of the Securities Act of 1933.

This generally applies to U.S.-based investors participating through USA LLC private placement structures.

Investors may be required to verify accredited investor status before participating in applicable offerings.

UK LLP structures are intended for eligible non-U.S. investors, except U.S. citizens and U.S. persons, and may involve different eligibility, jurisdictional, tax, financial-promotion, and legal review requirements.

§

INTERNATIONAL INVESTOR STRUCTURE NOTICE

Participation structures may differ depending on investor jurisdiction, investor classification, citizenship, tax residence, applicable securities laws, financial-promotion rules, and final project structure.

USA-BASED INVESTORS

USA-based investors may participate through:

• Delaware LLC investment structures
• private placement offerings
• and exemptions available under Rule 506(c) of Regulation D under the Securities Act of 1933

Where applicable, participation may be limited exclusively to independently verified accredited investors as defined under Rule 501 of Regulation D.

The general USA LLC structure may be organized as:

INVESTOR → USA LLC → CROATIAN EU-BASED COMPANY (d.o.o.) → Real Estate Development Project

Such investors generally participate economically through USA LLC/project financing arrangements connected to Croatian EU-based real estate development projects.

NON-USA INVESTORS

Eligible non-U.S. investors may alternatively participate through:

• UK-based LLP investment structures
• direct Croatian company ownership structures (d.o.o.)
• direct Croatian real estate acquisitions
• branded rental-management agreements
• or other international ownership arrangements

The UK LLP structure is intended for eligible investors from other nations, except U.S. citizens and U.S. persons.

The general UK LLP structure may be organized as:

INVESTOR → UK LLP → CROATIAN EU-BASED COMPANY (d.o.o.) → Real Estate Development Project

These structures may operate separately from any USA LLC securities offering structure and may not involve pooled participation in U.S.-based securities offerings.

Villa Bit Capital reserves the right to determine the correct participation structure, investor eligibility requirements, compliance procedure, documentation, and jurisdictional restrictions based on applicable law and project structure.

§

ADDITIONAL USA LLC AND UK LLP STRUCTURE DISCLOSURE

Villa Bit Capital may use different legal participation vehicles for different investor groups.

U.S. investors may be reviewed only under the USA LLC / accredited-investor structure, where applicable.

Eligible non-U.S. investors may be reviewed under a UK LLP structure or another suitable international structure, except U.S. citizens and U.S. persons.

The USA LLC structure and UK LLP structure may be operated separately and may have different:

• legal documents
• investor eligibility rules
• tax treatment
• reporting requirements
• transfer restrictions
• distribution rules
• administration costs
• and regulatory requirements

The general USA LLC structure may be organized as:

INVESTOR → USA LLC → CROATIAN EU-BASED COMPANY (d.o.o.) → Real Estate Development Project

The general UK LLP structure may be organized as:

INVESTOR → UK LLP → CROATIAN EU-BASED COMPANY (d.o.o.) → Real Estate Development Project

No investor should assume that the economic rights, investor protections, tax treatment, reporting obligations, or exit mechanics are identical between the USA LLC structure and the UK LLP structure.

All rights, obligations, waterfall rules, voting rights, transfer rules, fees, expenses, and investor protections are governed only by the final signed legal documentation for the specific structure used.

The UK LLP structure is not intended for U.S. citizens or U.S. persons and should not be understood as a way for U.S. investors to avoid U.S. accredited-investor rules, U.S. securities laws, tax reporting, or other applicable legal obligations.

The use of a partnership-type vehicle, including a USA LLC or UK LLP, does not mean the investment is tax-free. It only means that, depending on the final structure and applicable laws, the vehicle itself may not be taxed like a normal corporation at the vehicle level. Investors may still have tax obligations in their own country of residence.

§

FORWARD-LOOKING STATEMENTS

Forward-looking statements contained on the Site involve known and unknown risks, uncertainties, and assumptions.

Actual results may differ materially from those expressed or implied in such statements.

No assurance can be given that any project, issuer, USA LLC, UK LLP, Croatian company, investment structure, or investment strategy will achieve its objectives or become profitable.

Except as required by law, Villa Bit Capital undertakes no obligation to publicly update forward-looking statements.

§

PRIVATE PLACEMENT AND LIQUIDITY RISKS

Securities, LLC interests, LLP interests, partnership interests, or similar participation rights offered through private structures are generally illiquid and may be subject to:

• transfer restrictions
• resale limitations
• holding period requirements
• LLP agreement restrictions
• operating agreement restrictions
• jurisdictional transfer limits
• and limited liquidity

Investments of this type require:

• a high tolerance for risk
• limited liquidity needs
• and a long-term investment horizon

Investors must be financially able to withstand the potential loss of their entire investment.

§

NO LEGAL, TAX, OR INVESTMENT ADVICE

Nothing contained on the Site constitutes:

• legal advice
• tax advice
• financial advice
• investment advice
• or a public securities offering

Participation availability may be restricted based on investor status, citizenship, tax residence, jurisdiction, securities regulations, UK LLP rules, financial-promotion rules, Croatian legal requirements, or other legal requirements.

The use of a USA LLC or UK LLP structure does not eliminate the need for independent legal, tax, accounting, financial, and regulatory advice in the investor's own country of residence.

§

REGULATORY NOTICE

Neither the U.S. Securities and Exchange Commission (SEC) nor any state securities commission or regulatory authority has approved, endorsed, or passed upon the merits of any investment opportunity referenced on the Site.

For UK LLP structures, no statement on the Site should be understood as approval, authorization, endorsement, or review by any UK, Croatian, EU, or foreign regulator unless expressly confirmed in official legal documentation.

§

REVIEWS AND TESTIMONIALS DISCLOSURE

Reviews, testimonials, comments, and ratings displayed on independent platforms may not be representative of all investor experiences or future outcomes.

Villa Bit Capital does not guarantee the accuracy, completeness, or reliability of any third-party reviews, testimonials, or ratings.