BACF Pitch Deck

2025 Introducing:

BLAIR ALLEN CAPITAL FUND, INC. (BACF) Legacy Capital for the Next Generation of Communities.

Confidential Private Placement Memorandum (PPM), Copyright © 2025. All Rights Reserved BACF.

About Us

Capital Ask & Thesis

BACF BALR

BAI

BAPM

BAC

About BACF Blair Allen Capital Fund (BACF) is a private real estate investment fund designed to acquire, grow, and manage stabilized real estate assets. BACF serves as the capital backbone of the broader Blair Allen Capital Fund, Inc. (BAF) platform.

Capital Opportunity Blair Allen Capital Fund (BACF) is currently raising capital for a $100 million blind pool investment vehicle focused on acquiring and repositioning undervalued and distressed commercial real estate assets in high-growth, emerging markets. The BACF management team will serve as the General Partner (GP), responsible for sourcing, executing, and managing investments. Blair Allen Financial (BAF) will participate as a Limited Partner (LP), alongside a curated group of syndicated coinvestors who will also serve as Limited Partners (LPs).

$20-$100M

60%

acquisitions, financing, and asset management, and

14%

2.5x

0%

enhance scalability and investor returns through

IRR Return (7-10 Yrs)

Equity Multiple

Recourse

BAM

BAT

Current Blind Pool Investment Opportunity

BACF leverages the full BAF ecosystem to increase operational

efficiency,

reduce

friction

across

Debt Structure

shared infrastructure N E X T

Why It Matters: Many assets can’t refinance, creating distressed sales Deep value dislocations = high-yield entry for cash-rich funds BACF is positioned to capitalize on the downturn with vertical execution

Market Overview Market Overview

Once-in-a-Generation CRE Opportunity “Best CRE entry point in 15 years.”

$957B+ in commercial real estate loans maturing Asset Class

% of Maturing Loans

Hotel/Motel

35%

Office

24%

Industrial

22%

Retail/Healthcare

18%

Multifamily

14%

— MarketWatch

Market Constraints: Interest rate hikes on highly leveraged assets reduced DSCR, Impairing refinance ability.

Office & retail face permanent demand shifts Banks tightening CRE lending & liquidity Spurces: MBA, CREDaily, MarketWatch, Jimerson Law

N E X T

Investment Focus Built for Resilient Growth in High-Demand Markets

Target Asset Classes: Multifamily Housing (Class B to A Conversions) Retail Redevelopment Fix & Flip / Value-Add Residential (via BAC) REI: Senior Living, Military Housing, Co-Living

Geographic Focus: Rapid City, SD Phoenix, AZ Billings, MT Scottsdale, AZ

INVEST IN AREAS SERVICED BY BAF Real Estate Property Management Lending Insurance Technology

Strategy: Acquire undervalued assets in high-growth, underserved markets Execute value-add redevelopment and regional scaling Exit through REIT conversion or strategic acquisition N E X T

OBJECTIVES:

Investment Thesis & Structure

Investment Thesis: Target distressed and value-add commercial real estate projects nationwide.

Leverage short-term market dislocation to secure assets at a discount.

Utilize our vertically integrated family of companies to enhance value across acquisition, property management, leasing, insurance, and financing

Fund Structure: Modified 2/20 private equity model Flexible deployment: Project-specific syndications

Investment Focus:

Or structured as a pooled fund

We focus on emerging secondary and

Institutional-style governance & reporting

tertiary markets with strong job and population growth, high DSCRs, and limited institutional capital—creating opportunities for value and yield.

outsized

Exit Strategy: Target portfolio liquidity via: REIT conversion Or strategic acquisition in Years 7–10

N E X T

Leadership Team

150+ Cummulative Experience

$35B

Gary Lorenz COO BAF & BACF Director

John Flint President BACF & Chairman

Jason Blair CEO BAF & BACF Director

20 + years of experience in banking, capital formation, and real estate development, leading investment strategy and underwriting across BACF’s integrated platform.

AI & finance innovator with 30+ years of real estate, lending and software experience. Founder & CEO of BAFfamily of companies and serves as director of BACF.

Josiah LaFrance President BAC & BAF Diretor

Angie Ison CFO BAF & BACF Director

Alex Nahai CLO BAF & BACF Director

Financial expert with track record managing $900M+ global real estate assets. Serves as the CFO for BAF and for BACF. Serves as a director for BACF.

Legal executive with $1B+ in structured real estate transactions; former senior counsel at FOX. Serves as CLO for BAF and serves as CLO for BACF.

Managed

Strategic operations expert; previously managed $33B+ at Wells Fargo - Automotive & Mortgage divisions. Serves as COO of BAF and director of BACF.

Services

500+ Property Acquisitions

3+ Tec;hnology Exits

20 + years of experience in Real Estate Brokerage, Investments including over 500 acquisitions. Serves as President of BAC and director of BACF.

Blair Allen Capital Fund, Inc.. (BAF)

BACF Cap-Structure

BAF owns 10% of BACF as LP BAF owns 100% of each Subsidiary

Blair Allen Capital Fund, Inc. (BACF) (Delaware C-Corp 100M Common Shares)

100% General Partners (Management Oversight; GP - 25%) Blair Allen Luxury

5% John Flint (President)

Real Estate, LLC

4% Alex Nahai 10% (LP)

Blair Allen Property

Partners

Cap Value (%)

# Shares

General Partners

25%

25M

Limited Partner (BAF)

10%

10M

Limited Partner (Blind Pool)

65%

65M

4% Jason Blair 4% Gary Lorenz 4% Angie Ison

Management, LLC

4% Josiah LaFrance Limited Partners (LP - 75%)

Blair Allen Mortgage, LLC

10% owned by BAF (LP for Tech + Services) < If Capital ($)

65% owned by Blind Pool Investors

Blair Allen Inxurance, LLC

Blair Allen Technologies, LLC

Project 1 (Liberty Development, LLC)

Blair Allen Capital, LLC

Investor $$$ LP Syndication Group 1

Project 2, LLC

Project 3, LLC

Project 4, LLC

Investor $$$ LP Syndication Group 2

Investor $$$ LP Syndication Group 3

Investor $$$ LP Syndication Group 4

BACF > BAF < BAC What sets this fund apart: two distinct investment strategies seamlessly connected through innovative ITSM technology and the comprehensive services of the BAF family of companies.

BACF

BAC BAF

Investment Horizon

Long-Term (5–10+ Years)

Focus

Stabilized Multifamily, Mixed-Use, MHP, Co-GP Development

Target Deal Size

Investment Horizon

Short-Term (6–36 Months)

Focus

Value-Add, Fix & Flip, Wholesale Assignments

Target Deal Size

$1M–$15M

Investor Profile

Aggressive – Seeking Quick, High-Yield Returns

Target IRR

16–22%

Strategy Objective

Fast Capital Turnaround to Fuel Ecosystem

BALR

BAPM

$5M–$50M+

BAM Investor Profile

Conservative – Seeking Passive Income & Wealth Preservation

Target IRR

12–15%

Strategy Objective

Long-Term Growth, Cash Flow, and Institutional Scale

BAI

BAT ITSM

LIBERTY USA Offered by Blair Allen Capital Group, Inc. (BACF) Confidential Private Placement Memorandum (PPM), Copyright © 2025. All Rights Reserved BACF.

Executive Summary Blair Allen Capital Fund (BACF) and Hubbell Realty Company have partnered to form Liberty Development Company (LDC), which will serve as the General Partner (GP) for Libertyland USA—a transformational $1 billion, 302.1-acre master-planned community in the Black Hills.

LDC has also partnered with world-renowned Storyland Studios to design and bring to life the first integrated community of its kind in the region.

Backed by an $80 million TIFD approved by the City of Rapid City, Libertyland includes infrastructure, parks, trails, a visitor center, and an amphitheater. This powerful public-private partnership positions Libertyland USA as the largest private development in South Dakota history—and one of the most unique experiential destinations in North America.

Largest private real estate project in South Dakota history

SOUTH DAKOTA

Home to Black Hills, Mount Rushmore, and Ellsworth Air Force Base.

$1 Billion Estimated Master Planned Project Master Development community combines housing, retail, tourism, and immersive entertainment​

LDC - The General Partners (GP)

Liberty Development Companies (LDC) Strategic Collaboration

Blair Allen Capital Fund (BACF):

Proven Partnerships to Execute the Vision

Development & Creative Expertise

Strategic leadership, full ecosystem integration, and capital management.

Hubbell Realty Institutional expertise with 134 years and $3B+ of successful projects.

Darren Sloninger Nationally acclaimed master developer specializing in visionary community projects.

Storyland Studios Design leaders behind iconic immersive experiences (Disney, Universal).

Single Family Residence (SFR)

Multi-Family Development (BTR)

RV & Camping Development (RV-Park)

Local & Community Partnership Lien Family Regional landowners with deep generational community roots.

J2 Capital Management Expert local consultants driving relationships and joint ventures.

Sales, Marketing & Management Partnership Blair Allen Financial, Inc (BAF) Fully integrated real estate and financial services platform composed of five core companies: luxury real estate brokerage, property management, mortgage lending, insurance services, and capital for acquisitions and asset management.

Liberty Development Opportunities Transforming Rapid City into a Destination — Powered by BACF's On-Site Vertical Execution

302 Acre

150 Pad

600 Units

Master Community

RV Resort

Multi-Family

LDC - GP

LDC - GP

1,200 Homes Single Family LDC - GP

150,000 Sq. Ft. Retail Space

LDC’s Projects

LP Opportunity

Master-planned by Storyland Studios (creators for Disney & Universal), set against the iconic backdrop of the Black Hills & Mount Rushmore.

14.7 Million Visitors 14.7M+ annual visitors to the South Dakota region and continuing to grow

Tax Increment Financing District (TIFD) Special $80 million designation by the City of Rapid City as a Tax Increment Financing District (TIFD), enhancing infrastructure funding and increasing investor return potential.

Ellsworth Air Force Base Ellsworth Air Force Base will not be expanding its on-base housing facilities, placing increased pressure on the local market to meet incoming residential demand

5,000 (aprx) Military Personel

4M Black Hills Visitors Approximate visitors to visit Mount Rushmore, the Badlands, Deadwood, and the Black Hills.

Expanding military presence (5,000 B-21 personnel + 20,000 new residents) located just 8 minutes from the project site, offering an unparalleled proximity advantage.

Community Differentiators Libertyland USA is a landmark master-planned development initiated by the Lien Family, longtime landowners and key contributors to Rapid City’s growth. Strategically located near a new medical corridor and Ellsworth Air Force Base, the project features gated security, interconnected trails, parks, a vibrant village center, visitors center, and year-round outdoor amphitheater. As the first community of its kind in the region, it blends world-class design with meaningful local impact—setting a new standard for residential living in the Black Hills and shaping the city’s future through legacydriven investment.

Victory Field

Liberty Landing

Black Hills

Freedom Fair

Development Differentiators

Dakota Territory

The Libertyland themed district supports a repeatable, walkable green space, immersive experience and garden development style.

These themed zones will drive unique programming, consistent visitor engagement, and retail/dining activation. The combination of the community and develop contributors will make this project a one of kinf investment opportunity and regional attraction

REGIONAL DRIVERS

Tourism Magnet:

Retail Pull Radius:

Military Demand:

The region hosts over 14.7 million annual visitors drawn by Mount Rushmore, the Black Hills, and national parks. Libertyland’s immersive offerings will transform these short-term visits into extended stays, boosting the local economy.

Rapid City serves as the regional economic hub, with major retailers drawing consumers from a 200-mile radius that includes four states—South Dakota, North Dakota, Wyoming, and Nebraska.

The development is only 8 minutes from Ellsworth Air Force Base, which is expected to add 5,000 personnel and up to 20,000 residents due to the B-21 Raider rollout. With no additional on-base housing planned, Libertyland is positioned to capture significant residential demand.

Tax-Friendly

Scarcity of Competition:

The City of Rapid City has designated the Libertyland development area as a Tax Increment Financing District (TIFD), approved 80 million dollar community, providing infrastructure funding and enhancing early investor returns.

Despite its high visibility and growing population, the Black Hills region lacks large-scale, immersive, mixed-use developments. Libertyland USA is first to market with an integrated, experiential model.

Cultural / Historical Significance: Located within the ancestral homeland of the Lakota Nation and featuring uniquely American storytelling zones, the project benefits from both regional authenticity and broad emotional appeal.

Market Analysis

Population Growth: Rapid City’s metro area is projected to grow 2.5% annually, one of the fastest in the region.

The Department of Defense projects the addition of up to 5,000 active-duty (up to 20,000 new residence) service members, support personnel, and contractors. Importantly, Ellsworth Air Force Base has publicly stated it will not expand its on-base housing, placing increased pressure on the private sector to provide quality, proximate housing and services.

Housing Demand:

Libertyland is the only large-scale development within the immediate range of the base capable of absorbing this demand.

Existing housing is strained, military expansion alone will require over 5,000 new units in the next 5 years.

Retail Demand: With over 14.7 million tourists per year, the retail center will serve both the local community and seasonal visitors.

RV Tourism: National RV tourism has grown 7% CAGR over the past five years. Libertyland’s RV park captures unmet demand.

Go-To-Market Strategy BACF will leverage the full power of the Blair Allen Financial (BAF) ecosystem— bringing proven local expertise, on-site operational offices, and a deep understanding of the region to drive targeted sales, marketing, and execution.

Blair Allen Luxury Real Estate (BALR) Top 1% sales talent in luxury and residential real estate 1000+ of homebuyers and investors served Powers sales across single-family and multifamily assets

Blair Allen Property Management (BAMP) 25+ years’ experience 2,000+ units under management On-site leasing and maintenance.

Supports stabilization

BAF Ecosystem Vertically integrated operations driving sales, management, and performance

Blair Allen Insurance (BAI) Active in 23 states 30+ carriers and 1,000+ products Asset, tenant, and homeowner coverage Fully integrated insurance solutions

Blair Allen Mortgage (BAM) Licensed in 43 states 140 SFR and 700+ commercial lenders Offers Bulk Rate Buydowns End-to-end lending across residential and commercial verticals

Blair Allen Technology (BAT) In-house tech stack for sales, marketing, and leasing AI-driven tools to connect, convert, and optimize Centralized platform driving ecosystem-wide performance

LDC’s Capital Structure & Investor Waterfall Aligned Interests, Strategic Ownership, & Tiered Returns

1

Liberty Development Company (LDC) will act as the General Partner: Ownership Split: Hubbell Realty (60%), BACF (40%) Role: Equity raising (50%), Debt placement (50% non-recourse)

2

LDC Has Established Liberty Homes, Liberty Leasing, & Liberty RV: General Partners: LDC will own 10% of each LLC Limited Partners: Lien Family will own 10% (BTR and RV pledge) J2 Capital: 2% (vested through advisory services) LDC will offer 88% to LP Investors for Liberty Homes, LLC LDC will offer 78% to LP Investors for Liberty Leasing and Liberty RV

Preferred Return

Return Split (LP/GP)

8% Preferred

Paid to LP First then GP Pref.

Up to 10% IRR

90% LP / 10% GP

10% - 12% IRR

85% LP / 15% GP

12% - 14% IRR

82.5% LP / 17.5% GP

Above 14% IRR

80% LP / 20% GP

Liberty Project, Rapid City, SD

LDC’S Org-Chart

Blair Allen Capital

Blair Allen

Hubblell Realty, Inc

Fund, LLC (BACF)

Financial, Inc. (BAF)

GP - 60%

CO-GP 40%

BACF - LP’s (Syndication - Pool)

Liberty Development, LLC (LDC)

Rapid City TIFD (Up to $80M)

Hubbell + BACF

Technologies, LLC (ITSM)

Blair Allen Luxury

BAF - LP (10%)

General Partner (GP)

Blair Allen

Real Estate, LLC

Blair Allen Property Management, LLC

Liberty Homes, LLC (SFR)

Liberty Leasing, LLC (BTR)

Liberty RV, LLC (RV Park)

LDC - GP (10% Position)

LDC - GP (10% Position)

LDC - GP (10% Position)

Sales, Marketing & Technology

Blair Allen Mortgage, LLC

Blair Allen Insurance, LLC

Investor $$$ LP (88% Position)

Investor $$$ LP (78% Position)

Investor $$$ LP (78% Position)

Blair Allen J2 Capital - LP (2% Position)

J2 Capital - LP (2% Position)

J2 Capital - LP (2% Position)

Lien Family - LP

Lien Family - LP

(10% Position) for Land

(10% Position) for Land)

Capital, LLC

Leadership Team

John Flint President BACF & Chairman

Jason Blair CEO BAF & BACF Director

20 + years of experience in banking, capital formation, and real estate development, leading investment strategy and underwriting across BACF’s integrated platform.

AI & finance innovator with 30+ years of real estate, lending and software experience; founder and CEO of BAF family of companies.

Josiah LaFrance President BAC

20 + years of experience in banking, capital formation, and real estate development, leading investment strategy and underwriting across BACF’s integrated platform.

Angie Ison CFO BAF & Director Financial expert with track record managing $900M+ global real estate assets.

Gary Lorenz COO BAF & Director Strategic operations expert; previously managed $33B+ at Wells Fargo - Mortgage and Automotive Divisions

Alex Nahai CLO BAF & Director Legal executive with $1B+ in structured real estate transactions; former senior counsel at FOX.

LIBERTY USA Offered by Blair Allen Capital Group, Inc. (BACF) Confidential Private Placement Memorandum (PPM), Copyright © 2025. All Rights Reserved BACF.

Executive Summary Blair Allen Capital Fund (BACF) and Hubbell Realty Company have partnered to form Liberty Development Company (LDC), which will serve as the General Partner (GP) for Libertyland USA—a transformational $1 billion, 302.1-acre master-planned community in the Black Hills.

LDC has also partnered with world-renowned Storyland Studios to design and bring to life the first integrated community of its kind in the region.

Backed by an $80 million TIFD approved by the City of Rapid City, Libertyland includes infrastructure, parks, trails, a visitor center, and an amphitheater. This powerful public-private partnership positions Libertyland USA as the largest private development in South Dakota history—and one of the most unique experiential destinations in North America.

Largest private real estate project in South Dakota history

SOUTH DAKOTA

Home to Black Hills, Mount Rushmore, and Ellsworth Air Force Base.

$1 Billion Estimated Master Planned Project Master Development community combines housing, retail, tourism, and immersive entertainment​

LDC - The General Partners (GP)

Liberty Development Companies (LDC) Strategic Collaboration

Blair Allen Capital Fund (BACF):

Proven Partnerships to Execute the Vision

Development & Creative Expertise

Strategic leadership, full ecosystem integration, and capital management.

Hubbell Realty Institutional expertise with 134 years and $3B+ of successful projects.

Darren Sloninger Nationally acclaimed master developer specializing in visionary community projects.

Storyland Studios Design leaders behind iconic immersive experiences (Disney, Universal).

Single Family Residence (SFR)

Multi-Family Development (BTR)

RV & Camping Development (RV-Park)

Local & Community Partnership Lien Family Regional landowners with deep generational community roots.

J2 Capital Management Expert local consultants driving relationships and joint ventures.

Sales, Marketing & Management Partnership Blair Allen Financial, Inc (BAF) Fully integrated real estate and financial services platform composed of five core companies: luxury real estate brokerage, property management, mortgage lending, insurance services, and capital for acquisitions and asset management.

Liberty Development Opportunities Transforming Rapid City into a Destination — Powered by BACF's On-Site Vertical Execution

302 Acre

150 Pad

600 Units

Master Community

RV Resort

Multi-Family

LDC - GP

LDC - GP

1,200 Homes Single Family LDC - GP

150,000 Sq. Ft. Retail Space

LDC’s Projects

LP Opportunity

Master-planned by Storyland Studios (creators for Disney & Universal), set against the iconic backdrop of the Black Hills & Mount Rushmore.

14.7 Million Visitors 14.7M+ annual visitors to the South Dakota region and continuing to grow

Tax Increment Financing District (TIFD) Special $80 million designation by the City of Rapid City as a Tax Increment Financing District (TIFD), enhancing infrastructure funding and increasing investor return potential.

Ellsworth Air Force Base Ellsworth Air Force Base will not be expanding its on-base housing facilities, placing increased pressure on the local market to meet incoming residential demand

5,000 (aprx) Military Personel

4M Black Hills Visitors Approximate visitors to visit Mount Rushmore, the Badlands, Deadwood, and the Black Hills.

Expanding military presence (5,000 B-21 personnel + 20,000 new residents) located just 8 minutes from the project site, offering an unparalleled proximity advantage.

Community Differentiators Libertyland USA is a landmark master-planned development initiated by the Lien Family, longtime landowners and key contributors to Rapid City’s growth. Strategically located near a new medical corridor and Ellsworth Air Force Base, the project features gated security, interconnected trails, parks, a vibrant village center, visitors center, and year-round outdoor amphitheater. As the first community of its kind in the region, it blends world-class design with meaningful local impact—setting a new standard for residential living in the Black Hills and shaping the city’s future through legacydriven investment.

Victory Field

Liberty Landing

Black Hills

Freedom Fair

Development Differentiators

Dakota Territory

The Libertyland themed district supports a repeatable, walkable green space, immersive experience and garden development style.

These themed zones will drive unique programming, consistent visitor engagement, and retail/dining activation. The combination of the community and develop contributors will make this project a one of kinf investment opportunity and regional attraction

REGIONAL DRIVERS

Tourism Magnet:

Retail Pull Radius:

Military Demand:

The region hosts over 14.7 million annual visitors drawn by Mount Rushmore, the Black Hills, and national parks. Libertyland’s immersive offerings will transform these short-term visits into extended stays, boosting the local economy.

Rapid City serves as the regional economic hub, with major retailers drawing consumers from a 200-mile radius that includes four states—South Dakota, North Dakota, Wyoming, and Nebraska.

The development is only 8 minutes from Ellsworth Air Force Base, which is expected to add 5,000 personnel and up to 20,000 residents due to the B-21 Raider rollout. With no additional on-base housing planned, Libertyland is positioned to capture significant residential demand.

Tax-Friendly

Scarcity of Competition:

The City of Rapid City has designated the Libertyland development area as a Tax Increment Financing District (TIFD), approved 80 million dollar community, providing infrastructure funding and enhancing early investor returns.

Despite its high visibility and growing population, the Black Hills region lacks large-scale, immersive, mixed-use developments. Libertyland USA is first to market with an integrated, experiential model.

Cultural / Historical Significance: Located within the ancestral homeland of the Lakota Nation and featuring uniquely American storytelling zones, the project benefits from both regional authenticity and broad emotional appeal.

Market Analysis

Population Growth: Rapid City’s metro area is projected to grow 2.5% annually, one of the fastest in the region.

The Department of Defense projects the addition of up to 5,000 active-duty (up to 20,000 new residence) service members, support personnel, and contractors. Importantly, Ellsworth Air Force Base has publicly stated it will not expand its on-base housing, placing increased pressure on the private sector to provide quality, proximate housing and services.

Housing Demand:

Libertyland is the only large-scale development within the immediate range of the base capable of absorbing this demand.

Existing housing is strained, military expansion alone will require over 5,000 new units in the next 5 years.

Retail Demand: With over 14.7 million tourists per year, the retail center will serve both the local community and seasonal visitors.

RV Tourism: National RV tourism has grown 7% CAGR over the past five years. Libertyland’s RV park captures unmet demand.

Go-To-Market Strategy BACF will leverage the full power of the Blair Allen Financial (BAF) ecosystem— bringing proven local expertise, on-site operational offices, and a deep understanding of the region to drive targeted sales, marketing, and execution.

Blair Allen Luxury Real Estate (BALR) Top 1% sales talent in luxury and residential real estate 1000+ of homebuyers and investors served Powers sales across single-family and multifamily assets

Blair Allen Property Management (BAMP) 25+ years’ experience 2,000+ units under management On-site leasing and maintenance.

Supports stabilization

BAF Ecosystem Vertically integrated operations driving sales, management, and performance

Blair Allen Insurance (BAI) Active in 23 states 30+ carriers and 1,000+ products Asset, tenant, and homeowner coverage Fully integrated insurance solutions

Blair Allen Mortgage (BAM) Licensed in 43 states 140 SFR and 700+ commercial lenders Offers Bulk Rate Buydowns End-to-end lending across residential and commercial verticals

Blair Allen Technology (BAT) In-house tech stack for sales, marketing, and leasing AI-driven tools to connect, convert, and optimize Centralized platform driving ecosystem-wide performance

LDC’s Capital Structure & Investor Waterfall Aligned Interests, Strategic Ownership, & Tiered Returns

1

Liberty Development Company (LDC) will act as the General Partner: Ownership Split: Hubbell Realty (60%), BACF (40%) Role: Equity raising (50%), Debt placement (50% non-recourse)

2

LDC Has Established Liberty Homes, Liberty Leasing, & Liberty RV: General Partners: LDC will own 10% of each LLC Limited Partners: Lien Family will own 10% (BTR and RV pledge) J2 Capital: 2% (vested through advisory services) LDC will offer 88% to LP Investors for Liberty Homes, LLC LDC will offer 78% to LP Investors for Liberty Leasing and Liberty RV

Preferred Return

Return Split (LP/GP)

8% Preferred

Paid to LP First then GP Pref.

Up to 10% IRR

90% LP / 10% GP

10% - 12% IRR

85% LP / 15% GP

12% - 14% IRR

82.5% LP / 17.5% GP

Above 14% IRR

80% LP / 20% GP

Liberty Project, Rapid City, SD

LDC’S Org-Chart

Blair Allen Capital

Blair Allen

Hubblell Realty, Inc

Fund, LLC (BACF)

Financial, Inc. (BAF)

GP - 60%

CO-GP 40%

BACF - LP’s (Syndication - Pool)

Liberty Development, LLC (LDC)

Rapid City TIFD (Up to $80M)

Hubbell + BACF

Technologies, LLC (ITSM)

Blair Allen Luxury

BAF - LP (10%)

General Partner (GP)

Blair Allen

Real Estate, LLC

Blair Allen Property Management, LLC

Liberty Homes, LLC (SFR)

Liberty Leasing, LLC (BTR)

Liberty RV, LLC (RV Park)

LDC - GP (10% Position)

LDC - GP (10% Position)

LDC - GP (10% Position)

Sales, Marketing & Technology

Blair Allen Mortgage, LLC

Blair Allen Insurance, LLC

Investor $$$ LP (88% Position)

Investor $$$ LP (78% Position)

Investor $$$ LP (78% Position)

Blair Allen J2 Capital - LP (2% Position)

J2 Capital - LP (2% Position)

J2 Capital - LP (2% Position)

Lien Family - LP

Lien Family - LP

(10% Position) for Land

(10% Position) for Land)

Capital, LLC

Gary Lorenz

AI & finance innovator with 30+ years of real estate, lending and software experience; founder and CEO of BAF family of companies.

Strategic operations expert; previously managed $33B+ at Wells Fargo - Mortgage and Automotive Divisions

Angie Ison

Alex Nahai

Financial expert with track record managing $900M+ global real estate assets.

Legal executive with $1B+ in structured real estate transactions; former senior counsel at FOX.

Director

Director

John Flint

President & Chairman Blair Allen Capital Fund, Inc. (BACF) 20 + years of experience in banking, capital formation, and real estate development, leading investment strategy and underwriting across BACF’s integrated platform.

Director

Director

Leadership Team

Jason Blair

LIBERTY HOMES, LLC (SFR) Proforma Assumptions/P&L Return Summary

Project Cash Flow

LDC - GP

LP Investors

18.0%

26.19%

18.34%

Invested Equity

$50,000,000

5,000,000

$45,000,000

$0

Net Cash Flow

$45,000,000

6,790,696

$36,544,891

$764,181

IRR (XIRR)

Cash Distributed

$95,000,000

Cash Flow Multiple

11,790,696

1.90

Key Assumptions: 1,200 homes total; 240 homes built and sold annually @ $450,000 per home

$81,544,891

2.36

J2

$1,664,181

$100M annual development costs 9% net profit margin per home $50M initial equity is recycled throughout the project $50M construction loan is repaid and reused as homes sell

1.81

Marketing, Sales, and Financing from BALR, BAM, and BAT Project Cash Flow Summary

Year 1

Year 2

Year 3

Year 4

Year 5

Year 6

6/30/2025

6/30/2026

6/30/2027

6/30/2028

6/30/2029

6/30/2030

(50,000,000)

-

-

-

-

-

Cash Flow After Debt Service

-

9,000,000

9,000,000

9,000,000

9,000,000

9,000,000

Net Proceeds From Asset Sale

-

-

-

-

-

50,000,000

$9,000,000

$9,000,000

$9,000,000

$9,000,000

$59,000,000

Timelines Equity Invested

Total Project Cash Flow ($50,000,000)

J2 Capital 2%

LP Investors 88%

LDC 10%

LIBERTY LEASING, LLC (BTR) Proforma Assumptions/P&L Return Summary

Project Cash Flow

LDC-GP

LP Investors

Lien Family

16.5%

18.99%

14.55%

14.55%

IRR (XIRR) Invested Equity

$64,345,350

6,434,535

$52,119,734

$5,791,082

J2

Key Assumptions: 600 Multifamily Units

$0

$90M-$120M Development Budget 3-Phase Rollout (200 Units/Year)

Net Cash Flow

$52,017,231

6,745,372

$39,932,540

$4,436,949

$905,500

New B-21 Bomber,: Up to 5,000 New Troops

Cash Distributed

$116,362,581

13,179,907

$91,009,879

$10,112,209

$2,063,716

Avg. Rent: $1,750/mo | 92% Projected Occupancy Marketing, Sales, and Managed by BAPM & BAT

Cash Flow Multiple

1.81

2.05

1.75

1.75 Lein Family 10%

Project Cash Flow Summary

Year 1

Year 2

Year 3

Year 4

Year 5

Year 6

Timelines

6/30/2025

6/30/2026

6/30/2027

6/30/2028

6/30/2029

6/30/2030

Equity Invested

(8,380,625)

(43,530,858)

(12,433,867) 1,463,714

1,854,952

3,627,235

Cash Flow After Debt Service

1,405,778

Net Proceeds From Asset Sale

Total Project Cash Flow

J2 Capital 2%

LDC 10%

108,010,902

($8,380,625)

($43,530,858)

($11,028,089)

$1,463,714

$1,854,952

$111,638,137

LP Investors 78%

LIBERTY RV, LLC (RV & CAMPING) Proforma Assumptions/P&L Return Summary

Key Assumptions:

Project Cash Flow

LDC - GP

LP Investors

Lien Family

J2

20.66%

23.50%

17.07%

17.07%

20.66%

IRR (XIRR) Invested Equity Net Cash Flow

$4,282,352 $4,741,871

$428,235 $689,506

$3,468,705

$385,412

$3,574,968

$4,282,352

$397,219

$4,741,871

150 RV & Camping - Pool, General Store, Storage $15M Development Budget Local Memberships, Daily-Weekly Leases, Long Term RV Storage Marketed & Managed by BAPM and BAT

Cash Distributed

$9,024,223

$1,117,742

$6,974,299

$774,922

$9,024,223

Cash Flow Multiple

2.11

2.61

2.01

2.01

2.11

Project Cash Flow Summary

Lein Family 10%

Year 1

Year 2

Year 3

Year 4

Year 5

Year 6

Timelines

6/30/2025

6/30/2026

6/30/2027

6/30/2028

6/30/2029

6/30/2030

Equity Invested

(2,128,950)

(2,153,402)

-

-

-

-

Cash Flow After Debt Service

-

-

878,242

484,397

504,014

566,368

Net Proceeds From Asset Sale

-

-

-

-

($2,128,950)

($2,153,402)

$878,242

$484,397

Total Project Cash Flow

J2 Capital 2%

LDC 10%

6,591,202

$504,014

$7,157,570

LP Investors 78%

CONSOLIDATED RETURNS BY STAKEHOLDER General Patners (GP) - 10%

Limited Partners (LP’s) - 90%

Project IRR

Hubbell (60% of LDC)

BACF (40% of LDC)

LP Return <In>Out

Lien Family <In>Out

J2 Capital, LLC

Total Project

Liberty Homes, LLC

18.0%

<$3.00M> Equity $6.99M Cash Out IRR/Multiple

<$2.00M> $4.66M

<$40.50M> $72.24M

<$4.50M> $9.26M

$1.85M

$500M

Liberty Leasing, LLC

22.7%

<$2.69M> $7.62M

<$1.80M> $5.08M

<$36.36M> $73.40M

<$4.04M> $9.41M

$1.88M

$90M

Liberty RV, LLC

26.0%

<$0.23M> $0.77M

<$0.16M> $0.51M

<$3.16M> $7.07M

<$0.35> $0.91M

$0.18M

$7.8M

Total

16-18%

<$7.12M> $17.60M

<$4.76M> $11.73M

<$96.22M> $179.07M

<$10.69M> $22.96M

$4.58M

$638M

Vertical

BACF Equity Responsibility: As 40% owner of LDC, BACF’s pro rata equity commitment per vertical is 40% of LDC’s 10% GP contribution—equal to 4% of the total project equity. Based on current estimates, BACF will need to raise approximately $4.76 million in equity to fund its portion of the GP position across all four verticals. This structure ensures BACF is aligned with investors while maintaining scalability, targeted returns, and long-term control.

Libertyland Timelines & Roadmap 1

2

3

4

5

6

2023

2023

2024

2024

2024

2025

Lien Family hires Darren Sloninger to become the Libertyland Master Developer

Darren Sloninger brings In Storyland Studios to develop the Master Concept

The Master Developer secures to 302 acre Permits from Rapid City city counsel

The Master Developer partners with J2 Capital to help drive local Investors Into the project

J2 Capital secures seveal LOI’s and brings In BAF to oversee the sales, marking, and management of Liberty

BAF brings In BACF to serve as the Co-GP for SFH, BTR, and RV for the Liberty Land Project

12

11

10

9

8

7

Stage 12

Stage 11

Stage 10

Stage 9

2025

2025

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Master Developer secures TIFD for $80M. Digging, Infrastructure of the project begins

BACF partners with Hubbell Homes (134 Yr old company) to act as Co-GP In the Development

13

14

15

16

17

18

Stage 13

Stage 14

Stage 15

Stage 16

Stage 17

Stage 18

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Investment Opportunity for LPs $107,000,000

LP Participation Framework:

Consolidated LP Investments

BACF offers Limited Partners a rare opportunity to invest in a multi-vertical,

master-planned

development

backed

by

institutional sponsors and public-private support. LPs can

$250,000 Minimum Investment Amount

allocate capital directly into one or more verticals—Single Family, Multi-Family, or RV—each with its own dedicated capital stack and phased development timeline. Investors receive pro

6 year Expected Investment Horizon

rata equity and an 8% preferred return, with additional upside through refinance events, asset sales, and long-term cash flow.

A performance-based waterfall ensures the General Partner

15% to 18%

earns promote only after LP thresholds are met. With land fully

Average Blended Return

pledged and debt structured as non-recourse, Libertyland presents a de-risked yet high-impact opportunity, executed by seasoned partners with a proven track record.

Primary Exit Strategy Portfolio acquisition, Debt Restructure with Buyout

BACF’s Long-Term Strategy Co-GP to Full Ownership 5–7 Year Hold Period

Strategic Buyouts (BACF’s Growth Objectives)

(BACF Becomes the Sole Owner)

1. All verticals (SFR, Multifamily,

1. Buy Hubbell’s 60% GP stake in

1. Full control of Libertyland

Retail, RV) stabilize

LDC

USA

(Stabilization Phase - Years 5–7)

2. Triggers: occupancy & leaseup benchmarks 3. LPs receive cash flow via:

2. Buy out LPs (78%) across verticals 3. Funded via:

a. Refinancing

a. Blind pool structure

b. Partial asset sales

b. New LP syndication

Phase 1: Co-GP w/ Hubbell

Phase 2: GP & LP buyouts

Target Outcome

2. Long-term revenue from stabilized assets 3. Control of asset appreciation + reinvestment

Phase 3: BACF = sole GP

Conclusion Legacy, Leadership, and Long-Term Value

LP’s Unique Opportunity: 1,200+ Single-Family Homes 600 Multifamily Units Experiential Entertainment Districts RV Resort Themed Hospitality Master-Planned Lifestyle

Why BACF BACF powered by a uniquely aligned team of institutional strength, creative leadership, and regional trust. As co-GP, Hubbell Realty brings deep development experience, while Storyland Studios and Darren Sloninger lead the project’s visionary design and planning.

A Defining Opportunity in American Development

The Lean Family’s legacy land contribution reflects deep community

A once-in-a-generation chance to shape a legacy

committed stewardship well beyond the build-out phase. With

destination at the intersection of innovation, culture, and growth.

alignment, and BACF’s long-term consolidation strategy ensures execution supported by the vertically integrated BAF ecosystem, Libertyland is positioned to deliver unmatched speed, scale, and operational excellence—setting a new standard for transformative community development.

Investment Disclosure THE UNITS OR SHARES ARE OFFERED SUBJECT TO THE ACCEPTANCE BY BLAIR ALLEN CAPITAL FUND, INC. (“BACF”) OF OFFERS BY PROSPECTIVE MEMBERS. BACF MAY REJECT ANY OFFER IN WHOLE OR IN PART AND NEED NOT ACCEPT OFFERS IN THE ORDER RECEIVED. THIS OFFERING IS BEING MADE IN RELIANCE UPON THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) BASED UPON BAF’S INTENDED COMPLIANCE WITH THE PROVISIONS OF REGULATION D UNDER SUCH ACT. ACCORDINGLY, A SALE WILL NOT BE MADE TO ANY PERSON UNLESS BAF HAS REASONABLE GROUNDS TO BELIEVE, AND DOES BELIEVE, IMMEDIATELY PRIOR TO MAKING SUCH SALE, THAT SUCH PERSON IS A SUITABLE MEMBER AS DESCRIBED IN THE SECURITIES LAWS. See “Member Suitability.”

(Year (Year5)5)

THE UNITS OR SHARES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE STATE SECURITIES AUTHORITIES OF ANY STATE, NOR HAS THE COMMISSION OR ANY STATE SECURITIES AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE UNITS OR SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. AS A RESULT, THE UNITS OR SHARES MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IF, AMONG OTHER THINGS, SUCH TRANSACTION IS REGISTERED OR, IN THE OPINION OF COUNSEL, ACCEPTABLE TO BACF, SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE UNITS OR SHARES TO ANY PERSON IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION IS UNLAWFUL OR NOT AUTHORIZED. SUBJECT TO THE PRECEDING SENTENCE, THIS MEMORANDUM IS INTENDED FOR THE EXCLUSIVE USE OF THE PERSON WHOSE NAME APPEARS IN THE SPACE BELOW(THE “OFFEREE”). ANY REPRODUCTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF BACF, IS PROHIBITED. THE OFFEREE, BY ACCEPTING DELIVERY OF THIS MEMORANDUM, AGREES TO RETURN THIS MEMORANDUM AND ALL ENCLOSED DOCUMENTS TO BACF IF (i) THE OFFEREE DOES NOT SUBSCRIBE TO PURCHASE ANY OF THE UNITS OR SHARES OFFERED HEREBY, (ii) THE OFFEREE’S SUBSCRIPTION IS NOT ACCEPTED OR (iii) THE OFFERING IS TERMINATED FOR ANY REASON. THIS MEMORANDUM SUPERSEDES ALL PREVIOUSLY PROVIDED MATERIALS, IF ANY. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THE DELIVERY OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF BAF SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. OFFEREES ARE NOT TO CONSTRUE THE CONTENTS OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS AS LEGAL, TAX OR INVESTMENT ADVICE. EACH OFFEREE SHOULD CONSULT HIS OWN COUNSEL, ACCOUNTANT OR BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS COVERING THE UNITS OR SHARES OFFERED HEREBY. DURING THE COURSE OF THE OFFERING MADE HEREBY AND PRIOR TO THE PURCHASE OF UNITS OR SHARES, EACH OFFEREE OF UNITS OR SHARES AND HIS PURCHASER REPRESENTATIVE(S), IF ANY, ARE INVITED TO ASK QUESTIONS OF, AND TO OBTAIN ADDITIONAL INFORMATION FROM MANAGING MEMBER CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING, BACF ANDANY OTHER RELEVANT MATTERS, INCLUDING, ADDITIONAL INFORMATION TO VERIFY THE ACCURACY OF THE INFORMATION IN THIS MEMORANDUM TO THE EXTENT THE FOREGOING POSSESS SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE. IN ORDER TO BE RELIED UPON BY THE OFFEREE, ANY SUCH ADDITIONAL INFORMATION OR ANSWERS TO QUESTIONS MUST BE IN WRITING, MUST BE IDENTIFIED AS SUCH, MUST BE DELIVERED AFTER THIS MEMORANDUM, AND MUST BE PROVIDED BY MANAGING MEMBER. ALL DOCUMENTS REASONABLY RELATED TO THIS INVESTMENT WHICH DO NOT ACCOMPANY THIS MEMORANDUM AS EXHIBITS WILL BE MADE AVAILABLE TO THE OFFEREE (OR TO ANY PURCHASER REPRESENTATIVE(S) RETAINED TO ADVISE HIM/HER WITH RESPECT THERETO) UPON REQUEST.

CONTACT Join us in being part of the greatest development In South Dakota’s History.

John Flint - President & Chairman jflint@blairallen.com, (319) 575-2976 Jason Blair - Director jb@blairallen.com, (253) 670-3080 Gary Lorenz - Director gary@blairallen.com, (319) 429-4796 Josiah LaFrance - Director josiah@blairallen.com, (605) 786-3098 Angie Ison - Director angie@blairallen.com, +61 408 015 248 Alex Nahai - Director alex@blairallen.com, (310) 869-9866

(855) 702-0000

www.blairallen. com

info@blairallen.com

LIBERTY HOMES, LLC (SFR) Proforma Assumptions/P&L Return Summary

Project Cash Flow

LDC - GP

LP Investors

18.0%

26.19%

18.34%

Invested Equity

$50,000,000

5,000,000

$45,000,000

$0

Net Cash Flow

$45,000,000

6,790,696

$36,544,891

$764,181

IRR (XIRR)

Cash Distributed

$95,000,000

Cash Flow Multiple

11,790,696

1.90

Key Assumptions: 1,200 homes total; 240 homes built and sold annually @ $450,000 per home

$81,544,891

2.36

J2

$1,664,181

$100M annual development costs 9% net profit margin per home $50M initial equity is recycled throughout the project $50M construction loan is repaid and reused as homes sell

1.81

Marketing, Sales, and Financing from BALR, BAM, and BAT Project Cash Flow Summary

Year 1

Year 2

Year 3

Year 4

Year 5

Year 6

6/30/2025

6/30/2026

6/30/2027

6/30/2028

6/30/2029

6/30/2030

(50,000,000)

-

-

-

-

-

Cash Flow After Debt Service

-

9,000,000

9,000,000

9,000,000

9,000,000

9,000,000

Net Proceeds From Asset Sale

-

-

-

-

-

50,000,000

$9,000,000

$9,000,000

$9,000,000

$9,000,000

$59,000,000

Timelines Equity Invested

Total Project Cash Flow ($50,000,000)

J2 Capital 2%

LP Investors 88%

LDC 10%

LIBERTY LEASING, LLC (BTR) Proforma Assumptions/P&L Return Summary

Project Cash Flow

LDC-GP

LP Investors

Lien Family

16.5%

18.99%

14.55%

14.55%

IRR (XIRR) Invested Equity

$64,345,350

6,434,535

$52,119,734

$5,791,082

J2

Key Assumptions: 600 Multifamily Units

$0

$90M-$120M Development Budget 3-Phase Rollout (200 Units/Year)

Net Cash Flow

$52,017,231

6,745,372

$39,932,540

$4,436,949

$905,500

New B-21 Bomber,: Up to 5,000 New Troops

Cash Distributed

$116,362,581

13,179,907

$91,009,879

$10,112,209

$2,063,716

Avg. Rent: $1,750/mo | 92% Projected Occupancy Marketing, Sales, and Managed by BAPM & BAT

Cash Flow Multiple

1.81

2.05

1.75

1.75 Lein Family 10%

Project Cash Flow Summary

Year 1

Year 2

Year 3

Year 4

Year 5

Year 6

Timelines

6/30/2025

6/30/2026

6/30/2027

6/30/2028

6/30/2029

6/30/2030

Equity Invested

(8,380,625)

(43,530,858)

(12,433,867) 1,463,714

1,854,952

3,627,235

Cash Flow After Debt Service

1,405,778

Net Proceeds From Asset Sale

Total Project Cash Flow

J2 Capital 2%

LDC 10%

108,010,902

($8,380,625)

($43,530,858)

($11,028,089)

$1,463,714

$1,854,952

$111,638,137

LP Investors 78%

LIBERTY RV, LLC (RV & CAMPING) Proforma Assumptions/P&L Return Summary

Key Assumptions:

Project Cash Flow

LDC - GP

LP Investors

Lien Family

J2

20.66%

23.50%

17.07%

17.07%

20.66%

IRR (XIRR) Invested Equity Net Cash Flow

$4,282,352 $4,741,871

$428,235 $689,506

$3,468,705

$385,412

$3,574,968

$4,282,352

$397,219

$4,741,871

150 RV & Camping - Pool, General Store, Storage $15M Development Budget Local Memberships, Daily-Weekly Leases, Long Term RV Storage Marketed & Managed by BAPM and BAT

Cash Distributed

$9,024,223

$1,117,742

$6,974,299

$774,922

$9,024,223

Cash Flow Multiple

2.11

2.61

2.01

2.01

2.11

Project Cash Flow Summary

Lein Family 10%

Year 1

Year 2

Year 3

Year 4

Year 5

Year 6

Timelines

6/30/2025

6/30/2026

6/30/2027

6/30/2028

6/30/2029

6/30/2030

Equity Invested

(2,128,950)

(2,153,402)

-

-

-

-

Cash Flow After Debt Service

-

-

878,242

484,397

504,014

566,368

Net Proceeds From Asset Sale

-

-

-

-

($2,128,950)

($2,153,402)

$878,242

$484,397

Total Project Cash Flow

J2 Capital 2%

LDC 10%

6,591,202

$504,014

$7,157,570

LP Investors 78%

CONSOLIDATED RETURNS BY STAKEHOLDER General Patners (GP) - 10%

Limited Partners (LP’s) - 90%

Project IRR

Hubbell (60% of LDC)

BACF (40% of LDC)

LP Return <In>Out

Lien Family <In>Out

J2 Capital, LLC

Total Project

Liberty Homes, LLC

18.0%

<$3.00M> Equity $6.99M Cash Out IRR/Multiple

<$2.00M> $4.66M

<$40.50M> $72.24M

<$4.50M> $9.26M

$1.85M

$500M

Liberty Leasing, LLC

22.7%

<$2.69M> $7.62M

<$1.80M> $5.08M

<$36.36M> $73.40M

<$4.04M> $9.41M

$1.88M

$90M

Liberty RV, LLC

26.0%

<$0.23M> $0.77M

<$0.16M> $0.51M

<$3.16M> $7.07M

<$0.35> $0.91M

$0.18M

$7.8M

Total

16-18%

<$7.12M> $17.60M

<$4.76M> $11.73M

<$96.22M> $179.07M

<$10.69M> $22.96M

$4.58M

$638M

Vertical

BACF Equity Responsibility: As 40% owner of LDC, BACF’s pro rata equity commitment per vertical is 40% of LDC’s 10% GP contribution—equal to 4% of the total project equity. Based on current estimates, BACF will need to raise approximately $4.76 million in equity to fund its portion of the GP position across all four verticals. This structure ensures BACF is aligned with investors while maintaining scalability, targeted returns, and long-term control.

Libertyland Timelines & Roadmap 1

2

3

4

5

6

2023

2023

2024

2024

2024

2025

Lien Family hires Darren Sloninger to become the Libertyland Master Developer

Darren Sloninger brings In Storyland Studios to develop the Master Concept

The Master Developer secures to 302 acre Permits from Rapid City city counsel

The Master Developer partners with J2 Capital to help drive local Investors Into the project

J2 Capital secures seveal LOI’s and brings In BAF to oversee the sales, marking, and management of Liberty

BAF brings In BACF to serve as the Co-GP for SFH, BTR, and RV for the Liberty Land Project

12

11

10

9

8

7

Stage 12

Stage 11

Stage 10

Stage 9

2025

2025

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Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor

Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor

Master Developer secures TIFD for $80M. Digging, Infrastructure of the project begins

BACF partners with Hubbell Homes (134 Yr old company) to act as Co-GP In the Development

13

14

15

16

17

18

Stage 13

Stage 14

Stage 15

Stage 16

Stage 17

Stage 18

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Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor

Investment Opportunity for LPs $107,000,000

LP Participation Framework:

Consolidated LP Investments

BACF offers Limited Partners a rare opportunity to invest in a multi-vertical,

master-planned

development

backed

by

institutional sponsors and public-private support. LPs can

$250,000 Minimum Investment Amount

allocate capital directly into one or more verticals—Single Family, Multi-Family, or RV—each with its own dedicated capital stack and phased development timeline. Investors receive pro

6 year Expected Investment Horizon

rata equity and an 8% preferred return, with additional upside through refinance events, asset sales, and long-term cash flow.

A performance-based waterfall ensures the General Partner

15% to 18%

earns promote only after LP thresholds are met. With land fully

Average Blended Return

pledged and debt structured as non-recourse, Libertyland presents a de-risked yet high-impact opportunity, executed by seasoned partners with a proven track record.

Primary Exit Strategy Portfolio acquisition, Debt Restructure with Buyout

BACF’s Long-Term Strategy Co-GP to Full Ownership 5–7 Year Hold Period

Strategic Buyouts (BACF’s Growth Objectives)

(BACF Becomes the Sole Owner)

1. All verticals (SFR, Multifamily,

1. Buy Hubbell’s 60% GP stake in

1. Full control of Libertyland

Retail, RV) stabilize

LDC

USA

(Stabilization Phase - Years 5–7)

2. Triggers: occupancy & leaseup benchmarks 3. LPs receive cash flow via:

2. Buy out LPs (78%) across verticals 3. Funded via:

a. Refinancing

a. Blind pool structure

b. Partial asset sales

b. New LP syndication

Phase 1: Co-GP w/ Hubbell

Phase 2: GP & LP buyouts

Target Outcome

2. Long-term revenue from stabilized assets 3. Control of asset appreciation + reinvestment

Phase 3: BACF = sole GP

Conclusion Legacy, Leadership, and Long-Term Value

LP’s Unique Opportunity: 1,200+ Single-Family Homes 600 Multifamily Units Experiential Entertainment Districts RV Resort Themed Hospitality Master-Planned Lifestyle

Why BACF BACF powered by a uniquely aligned team of institutional strength, creative leadership, and regional trust. As co-GP, Hubbell Realty brings deep development experience, while Storyland Studios and Darren Sloninger lead the project’s visionary design and planning.

A Defining Opportunity in American Development

The Lean Family’s legacy land contribution reflects deep community

A once-in-a-generation chance to shape a legacy

committed stewardship well beyond the build-out phase. With

destination at the intersection of innovation, culture, and growth.

alignment, and BACF’s long-term consolidation strategy ensures execution supported by the vertically integrated BAF ecosystem, Libertyland is positioned to deliver unmatched speed, scale, and operational excellence—setting a new standard for transformative community development.

Investment Disclosure THE UNITS OR SHARES ARE OFFERED SUBJECT TO THE ACCEPTANCE BY BLAIR ALLEN CAPITAL FUND, INC. (“BACF”) OF OFFERS BY PROSPECTIVE MEMBERS. BACF MAY REJECT ANY OFFER IN WHOLE OR IN PART AND NEED NOT ACCEPT OFFERS IN THE ORDER RECEIVED. THIS OFFERING IS BEING MADE IN RELIANCE UPON THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) BASED UPON BAF’S INTENDED COMPLIANCE WITH THE PROVISIONS OF REGULATION D UNDER SUCH ACT. ACCORDINGLY, A SALE WILL NOT BE MADE TO ANY PERSON UNLESS BAF HAS REASONABLE GROUNDS TO BELIEVE, AND DOES BELIEVE, IMMEDIATELY PRIOR TO MAKING SUCH SALE, THAT SUCH PERSON IS A SUITABLE MEMBER AS DESCRIBED IN THE SECURITIES LAWS. See “Member Suitability.”

(Year (Year5)5)

THE UNITS OR SHARES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE STATE SECURITIES AUTHORITIES OF ANY STATE, NOR HAS THE COMMISSION OR ANY STATE SECURITIES AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE UNITS OR SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. AS A RESULT, THE UNITS OR SHARES MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IF, AMONG OTHER THINGS, SUCH TRANSACTION IS REGISTERED OR, IN THE OPINION OF COUNSEL, ACCEPTABLE TO BACF, SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE UNITS OR SHARES TO ANY PERSON IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION IS UNLAWFUL OR NOT AUTHORIZED. SUBJECT TO THE PRECEDING SENTENCE, THIS MEMORANDUM IS INTENDED FOR THE EXCLUSIVE USE OF THE PERSON WHOSE NAME APPEARS IN THE SPACE BELOW(THE “OFFEREE”). ANY REPRODUCTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF BACF, IS PROHIBITED. THE OFFEREE, BY ACCEPTING DELIVERY OF THIS MEMORANDUM, AGREES TO RETURN THIS MEMORANDUM AND ALL ENCLOSED DOCUMENTS TO BACF IF (i) THE OFFEREE DOES NOT SUBSCRIBE TO PURCHASE ANY OF THE UNITS OR SHARES OFFERED HEREBY, (ii) THE OFFEREE’S SUBSCRIPTION IS NOT ACCEPTED OR (iii) THE OFFERING IS TERMINATED FOR ANY REASON. THIS MEMORANDUM SUPERSEDES ALL PREVIOUSLY PROVIDED MATERIALS, IF ANY. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THE DELIVERY OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF BAF SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. OFFEREES ARE NOT TO CONSTRUE THE CONTENTS OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS AS LEGAL, TAX OR INVESTMENT ADVICE. EACH OFFEREE SHOULD CONSULT HIS OWN COUNSEL, ACCOUNTANT OR BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS COVERING THE UNITS OR SHARES OFFERED HEREBY. DURING THE COURSE OF THE OFFERING MADE HEREBY AND PRIOR TO THE PURCHASE OF UNITS OR SHARES, EACH OFFEREE OF UNITS OR SHARES AND HIS PURCHASER REPRESENTATIVE(S), IF ANY, ARE INVITED TO ASK QUESTIONS OF, AND TO OBTAIN ADDITIONAL INFORMATION FROM MANAGING MEMBER CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING, BACF ANDANY OTHER RELEVANT MATTERS, INCLUDING, ADDITIONAL INFORMATION TO VERIFY THE ACCURACY OF THE INFORMATION IN THIS MEMORANDUM TO THE EXTENT THE FOREGOING POSSESS SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE. IN ORDER TO BE RELIED UPON BY THE OFFEREE, ANY SUCH ADDITIONAL INFORMATION OR ANSWERS TO QUESTIONS MUST BE IN WRITING, MUST BE IDENTIFIED AS SUCH, MUST BE DELIVERED AFTER THIS MEMORANDUM, AND MUST BE PROVIDED BY MANAGING MEMBER. ALL DOCUMENTS REASONABLY RELATED TO THIS INVESTMENT WHICH DO NOT ACCOMPANY THIS MEMORANDUM AS EXHIBITS WILL BE MADE AVAILABLE TO THE OFFEREE (OR TO ANY PURCHASER REPRESENTATIVE(S) RETAINED TO ADVISE HIM/HER WITH RESPECT THERETO) UPON REQUEST.

CONTACT Join us in being part of the greatest development In South Dakota’s History.

John Flint - President & Chairman jflint@blairallen.com, (319) 575-2976 Jason Blair - Director jb@blairallen.com, (253) 670-3080 Gary Lorenz - Director gary@blairallen.com, (319) 429-4796 Josiah LaFrance - Director josiah@blairallen.com, (605) 786-3098 Angie Ison - Director angie@blairallen.com, +61 408 015 248 Alex Nahai - Director alex@blairallen.com, (310) 869-9866

(855) 702-0000

www.blairallen. com

info@blairallen.com