Investment Disclaimer

Important Information for Potential Investors

This disclaimer should be read carefully before making any investment decision in Inverurie Distillery Company Limited (the “Company”). If you have any doubts about the suitability of this investment, you should seek independent financial, legal, and tax advice.

High-Risk Investment Warning

This is a high-risk investment. You could lose all of your invested capital.

Investing in Inverurie Distillery Company Limited involves a significant degree of risk. Investments in early-stage, unlisted companies are speculative and carry risks that are substantially different from those associated with investments in publicly traded securities or established businesses.

Key Investment Risks

Loss of Capital

• There is a substantial risk that you will lose all of the money you invest
• You should only invest money that you can afford to lose completely without altering your standard of living
• The value of your investment may go down as well as up
• You may not get back the amount you originally invested

Illiquidity

• Shares in the Company are not listed on any stock exchange
• There is no established market for the sale of shares
• It may be extremely difficult or impossible to sell your shares
• You should consider this investment as long-term and potentially permanent
• Even if you find a buyer, you may have to sell at a significant discount to your original investment

Early-Stage Company Risk

• The Company is in its early stages of development
• The distillery has not yet commenced commercial production
• There is no operating history upon which to evaluate performance
• The Company may never achieve profitability or commercial success
• The majority of early-stage businesses fail

Dilution Risk

• The Company may raise additional capital in the future through further share issues
• Your percentage ownership may be diluted if you do not participate in future funding rounds
• Future investors may receive preferential terms that affect the value of your shares
• The Company’s Articles of Association may permit actions that could dilute your shareholding

Limited Control

• As a minority shareholder, you will have limited ability to influence Company decisions
• The directors will make day-to-day business decisions without shareholder approval
• You may not agree with all business decisions made by management
• Shareholder protections may be limited

Long Time Horizon

• Whisky must mature for several years before it can be sold
• The Company may not generate revenue for an extended period
• Returns on investment, if any, may take many years to materialize
• You should be prepared to wait 10+ years before any potential returns

Operational Risks

• Agricultural risks affecting barley production
• Production challenges and quality control issues
• Dependency on key personnel and master distiller
• Equipment failure or production delays
• Regulatory changes affecting the whisky industry
• Supply chain disruptions
• Weather and climate impacts on production and maturation

Market Risks

• Changes in consumer demand for premium whisky
• Increased competition in the whisky market
• Economic downturns affecting luxury goods spending
• Changes in export markets and international trade
• Currency fluctuations affecting international sales
• Shifts in consumer preferences away from whisky

Regulatory and Legal Risks

• Changes to alcohol production and sales regulations
• Environmental regulations affecting distillery operations
• Tax law changes including those affecting EIS relief
• Planning permission and land use restrictions
• Health and safety compliance requirements
• Intellectual property disputes

Financial Risks

• The Company may require additional funding that is not obtained
• Inability to secure necessary debt or equity financing
• Interest rate changes affecting borrowing costs
• Insufficient working capital to continue operations
• Cost overruns in construction or production
• Lower than expected revenue generation

Enterprise Investment Scheme (EIS)

Tax Relief Not Guaranteed

While the Company intends to qualify for Enterprise Investment Scheme (EIS) tax relief, this is subject to:

• HMRC approval and advance assurance
• The Company maintaining qualifying conditions
• Your individual tax circumstances and eligibility
• Compliance with all EIS requirements and holding periods

Conditions and Requirements

• EIS relief is only available to UK taxpayers
• You must hold shares for at least 3 years to retain Income Tax relief
• If qualifying conditions are not met, tax reliefs may be withdrawn
• Capital Gains Tax deferral relief is only available in specific circumstances
• Loss relief is only available if Income Tax relief has not been withdrawn
• The tax benefits depend on your individual tax position

No Guarantee of EIS Status

• The Company cannot guarantee that it will obtain or maintain EIS qualifying status
• HMRC may reject the EIS application or withdraw approval
• Changes in tax legislation may affect EIS benefits
• Your personal circumstances may affect your eligibility for relief

Seek Tax Advice

• You should obtain professional tax advice before investing
• Tax laws and their application may change
• The value of tax reliefs depends on individual circumstances
• We do not provide tax advice

No Investment Advice

Independent Professional Advice Required

• The Company and its representatives do not provide investment, financial, tax, or legal advice
• All information provided is for informational purposes only
• You should consult with independent qualified advisers before investing
• Any projections, forecasts, or targets are estimates only and may not be achieved
• Past performance of other investments or businesses is not indicative of future results

Not a Recommendation

• Nothing on our website or in our materials constitutes a recommendation to invest
• We make no representation as to the suitability of this investment for any particular investor
• You are responsible for making your own investment decision
• You should conduct your own due diligence and research

Investment Suitability

This Investment is NOT Suitable for Everyone

You should only consider investing if you:

• Can afford to lose all of your invested capital
• Have sufficient liquid assets and diversified investments
• Do not require income or liquidity from this investment
• Understand the risks involved in early-stage company investments
• Have sufficient financial knowledge and experience to evaluate the investment
• Can withstand a long investment time horizon (10+ years)
• Meet the eligibility and suitability criteria established by the Company

Regulatory Guidance The Financial Conduct Authority (FCA) considers high-risk investments of this nature to be suitable only for:

• High net worth individuals
• Sophisticated investors with relevant experience
• Individuals who can certify themselves as sophisticated investors
• Individuals who receive regulated investment advice confirming suitability

Diversification

• This investment should only form part of a diversified investment portfolio
• You should not invest more than 10% of your net investable assets in high-risk investments such as this
• Concentrating your investments in one company or sector increases risk

Forward-Looking Statements

Projections and Estimates

Any forward-looking statements, projections, forecasts, or business plans provided by the Company:

• Are based on current expectations, estimates, and assumptions
• Are subject to risks and uncertainties
• May not be achieved or realized
• Should not be relied upon as guarantees of future performance
• May be affected by factors beyond the Company’s control

No Guarantees

• The Company makes no guarantee of any return on investment
• Projected revenues, profits, and growth may not materialize
• Actual results may differ materially from projections
• Market conditions may change significantly

Information Accuracy

No Warranty of Information

While we strive to ensure all information provided is accurate and up-to-date:

• Information may become outdated or inaccurate
• We make no warranty as to the accuracy or completeness of information
• You should verify information independently
• Information should not be relied upon as the sole basis for investment decisions
• We reserve the right to correct errors or update information without notice

Conflicts of Interest

Potential Conflicts

You should be aware that:

• Directors and management have financial interests in the Company’s success
• The Company may have relationships with suppliers, contractors, or advisers that create conflicts
• Future funding rounds may involve terms that favor certain investors
• Related party transactions may occur

Changes and Amendments

Right to Modify

The Company reserves the right to:

• Modify its business plan and strategy
• Change its capital structure
• Amend its Articles of Association (subject to shareholder approval where required)
• Pursue additional funding on different terms
• Make operational changes as circumstances require

Restriction on Transfer

Limited Transferability

• Shares may not be freely transferable
• The Company’s Articles of Association may restrict share transfers
• Pre-emption rights may apply to share sales
• Finding a buyer for your shares may be extremely difficult
• Any transfer may require board approval

No Offers Outside the UK

UK Residents Only

• This investment opportunity is intended for UK residents only
• The offer has not been registered or approved in any other jurisdiction
• Persons located outside the UK should not participate
• It may be unlawful to participate if you are not a UK resident

Investor Responsibilities

Your Obligations

By investing, you acknowledge that you:

• Have read and understood this disclaimer and all investment materials
• Have sought independent professional advice or have chosen not to do so
• Understand the risks involved
• Can afford to lose your entire investment
• Meet all eligibility and suitability requirements
• Have provided accurate and truthful information
• Will comply with all applicable laws and regulations

Complaints and Disputes

Regulatory Status

• The Company is not regulated by the Financial Conduct Authority
• You will not have access to the Financial Services Compensation Scheme
• You will not have access to the Financial Ombudsman Service
• Disputes must be resolved through normal legal channels

Questions and Further Information

If you have any questions about this investment or require further information, please contact us:

Email: info@inveruriedistillery.co.uk
Address: Fetternear Stables, Kemnay, Inverurie AB51 5LY

Remember: This is a high-risk investment. Only invest money you can afford to lose. Seek independent financial advice before investing.