Whisper Ridge Golf Resort & Spa PROPOSAL

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1 Whisper Ridge Golf Resort & Spa PROPOSAL December 2012

2 GOLF RESORT & SPA

3 Whisper Ridge Golf Resort & Spa is an extraordinarily rare investment opportunity to create a very unique and highly profitable master planned development in Northern California, one of the country s most sought after locations. And with 12 million people living within a short, 3-hour driving radius, the proposed project will provide a luxurious and relaxing atmosphere that caters to individuals who appreciate the great outdoors or those who just yearn for a temporary escape from life s hectic pace. Resplendent with pristine ponds and cascading waterfalls, the entire project is Green and was designed to blend organically to preserve the rich topography and exquisite beauty visible in every direction. The mountaintop resort hotel will bestow fantastic, sweeping views of the lake, mountains, and the great valley of California to the West, as day turns to night and the city illuminates below. Whisper Ridge was designed to offer every possible amenity for a truly memorable spa, golf, or getaway vacation, and that s why we firmly believe it will become one of the greatest destination resorts in the Western United States.

4 EXISTING ACREAGE

5 PROPOSED - (CLIVE CLARK DESIGN RENDERING)

6 Golfing / Cycling / Dining / Swimming / Casinos / Jet Skiing / Shopping

7 Fishing / Camping / Tennis / Wine Tasting / Boating / Hiking / Spas

8

9

10 Location Whisper Ridge Golf Resort & Spa The project is located in one of California s most outstanding outdoor recreational areas. The project is situated on the east side of Lake Oroville in Butte County, California and will have great views of the lake and surrounding hills.

11 Property and Resort Description Whisper Ridge Golf Resort & Spa The property consists of 1,300 wooded acres with natural streams and ponds. The planned resort community will have the following: Two 18 hole golf 200 hotel rooms Spa and wellness 800 residential Stunning 18-hole, courses and club and two restau- center units all with Clive Clark house rants views designed putting course Equestrian Small Hiking and Olive oil Specially center commercial biking trails tasting bar designed camps center and activities for children

12 Regional Facts Whisper Ridge Golf Resort & Spa 12,500,000 people live within a 3.5 hour drive of the project. Commercial and international air service are within 1 hour at either Sacramento or Chico airports. A private airport with a 6,000 foot runway is within 15 minutes of the project. Two casinos are within 10 minutes of the project.

13 Design Team Whisper Ridge Golf Resort & Spa Championship Golf Course Championship Golf Course Residential Housing Club House & Hotel Club House David Kidd Clive Clark MJ Knitter Doug Lee Richard Fleming DMK Golf Design Clive Clark Design MJ Knitter Companies Lee & Sakahara Architects Richard Thomas Fleming, AIA

14 Property Ownership Whisper Ridge Golf Resort & Spa Loafer Creek Partners owns 850 acres and has a long term Option Agreement on the other 450 acres. 850 acres 450 acres 1,300 acres OWNED LONG-TERM OPTION TOTAL

15 Entitlement Whisper Ridge Golf Resort & Spa 176 acres has an Approved Specific Plan for 82 hotel rooms, a spa & wellness center, 112 single family homes, 76 attached residential units, and a 10,000 sq ft commercial center. An application has been submitted and fees have been paid on 400 acres for a General Plan Amendment & Use Permit. The application is for an 18 hole golf course, driving range, teaching facility, club house, maintenance building and 10 4-bedroom lodging units. The approval is expected on April 23, 2013.

16 Entitlement (continued) Whisper Ridge Golf Resort & Spa The balance of the property, including the 400 acre golf land, fall under the Butte County General Plan that allows hotel, recreation and up to 2,600 residential units. A strong letter of support from the Butte County Board of Supervisors indicating that required approvals for the project will be given is available. A Will Serve Letter from Feather River Regional Water Agency indicating water availability is available.

17 Membership Opportunities Whisper Ridge Golf Resort & Spa Number Cost Membership Priority List Effective Date Term Return of Fee Transferability Terminates Legacy 75 (subject to change) $50,000 (subject to change) Those interested in becoming members may place their names on the Membership Priority List, no deposit required. Names will be placed in the order they are received. Once construction on the golf course begins, those on the list will be required to validate their position on the list with a fully refundable $5,000 deposit to be held in escrow. One week prior to the golf course opening, the remaining $45,000 is due to the escrow account to be released to the owner. When golf facility opens Lifetime of owner Return of full fee paid for the membership goes to owner on the 30 year anniversary or to the estate of deceased if the membership has not been assigned. To spouse upon owner s death. Or anytime to a direct descendant with the same privileges. Transfers to a direct descendant are limited to one time. Lifetime of original member or spouse or lifetime of direct descendant if assigned. Corporate 25 (subject to change) $50,000 (subject to change) Same When golf facility opens 30 years 30 years to the corporation None 30 years

18 Membership Opportunities (continued) Whisper Ridge Golf Resort & Spa Legacy Corporate One Time Renewal Golf Privileges Tee Times Member Privileges Lodging Privileges Lodging Reservations Maid Service Additional Privileges On the 30 year anniversary, the member may renew for one 30 year extension by forfeiting the original deposit. 48 rounds per year including cart. May be assigned to guest of member. Preferred Members pay 75% of published rate after free rounds used. 14 nights per year for 1-bedroom unit, minimum 3-night stay. Option to exchange 14 nights lodging for 20 additional rounds of golf and cart fees yearly. n n n Can be used by member or guest Reservation based on availability Owner may block out up to 10% of available units Member may book larger units, paying 80% of published rate less published rate of 1-bedroom units. Preferred Prior to and after stay. May request additional maid service at published daily rate. 10% discount on food, beverages and merchandise. Same 48 rounds per year including cart. May be assigned to guest of corporate member. Preferred Members pay 75% of published rate after free rounds used. 14 nights per year for 1-bedroom unit, minimum 3-night stay. n n n Can be used by any member or guest of the corporation Reservation based on availability Owner may block out up to 10% of available units Company may book larger units, paying 80% of published rate less credit for published rate of 1-bedroom units. Preferred Prior to and after stay. May request additional maid service at published daily rate. 10% discount on food, beverages and merchandise.

19 Membership Opportunities (continued) Whisper Ridge Golf Resort & Spa Value of membership based on current vs. dollars without inflation: 48 rounds of golf $ cart fees $15 14 nights lodging $150 Yearly 30 Years Value at end of 30 years using 3% annual inflation $ 4,800 $ 720 $ 2,100 $ 7,620 $ 228,600 $ 373,000 The $50,000 deposit will be guaranteed by establishing an annuity program which the owner will fund to ensure the funds are available on the 30 year anniversary to refund the initial $50,000 deposit. To be placed on the interest list, your contact information to Grant Hornbeak:

20 Materials Whisper Ridge Golf Resort & Spa Complete Detailed business plan Complete Economic benefit plan Complete Preliminary land plan including golf routing Complete Preliminary golf club house plan Complete PowerPoint video These materials will be available to qualified parties upon signing a Non-Disclosure Agreement

21 GOLF RESORT & SPA

22 Whisper Ridge Golf Resort & Spa Coming in All rights reserved

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