gold forth com profile forth investment memorandum...no application has been made to the council of...

GOLD-FORTH LIMITED

INVESTMENT MEMORANDUM

THIS DOCUMENT IS SIMPLY AN INVESTMENT MEMORANDUM OFFER THROUGH PRIVATE PLACEMENT AND DOES

NOT IN ANY RESPECT REPRESENT A PROSPECTUS OR ABRIDGED PROSPECTUS. THIS DOCUMENT AND THE

SECURITIES IT BEARS ARE STRICTLY DIRECTED AT THE IDENTIFIED RECIPIENTS AND NOT MEMBERS OF THE

GENERAL PUBLIC. THE PRIVATE PLACEMENT MEMORANDUM HAS BEEN PREPARED BY HIGHGLORY INTEGRATED

VENTURES LIMITED BASED ON INFORMATION RECEIVED FROM THE DIRECTORS OF GOLD-FORTH LIMITED

CONFIDENTIAL

INVESTMENT MEMORANDUM

Gold-Forth Limited

Private Placement

Of

100,000,000 Units

Of

Gold-Forth Guaranteed Agric Produce Trading Investment Fund

At

N5.00 per Unit

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G O L D - FO RT H L I M I T E D I N V EST M E N T M E M O R A N D U M

Table of Contents IMPORTANT NOTICE ............................................................................................................... 3

SUMMARY OF THE OFFER ....................................................................................................... 4

EXECUTIVE SUMMARY ............................................................................................................ 6

MODE OF OPERATION ........................................................................................................... 8

RISKS AND MITIGATIONS ..................................................................................................... 10

GOLD-FORTH LIMITED – ABOUT US .................................................................................... 13

DIRECTORS AND MANAGEMENT PROFILE ......................................................................... 14

OUR PRODUCTS ...................................................................................................................... 17

CONCLUSION .......................................................................................................................... 19

MEMORANDUM ON PROFIT FORECAST .............................................................................. 20

LETTER FROM REPORTING ACCOUNTANTS ....................................................................... 21

STATUTORY AND GENERAL INFORMATION ....................................................................... 22

DOCUMENTS AVAILABLE FOR INSPECTION ...................................................................... 23

SUBSCRIPTION FORM ............................................................................................................ 24

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OUR MODEL ........................................................................................................... 7 ...............

IMPORTANT NOTICEThis Investment memorandum contains confidential information about Gold-Forth Limited and

is intended mainly for giving information to the selected list of potential investors to whom it is

addressed.

The memorandum is not a prospectus and does not constitute an offer or an invitation to the

public to subscribe for the units on offer. Prospective investors to whom invitation letters have

been addressed in accordance with the terms of invitation letter only may make applications.

The Directors of Gold-Forth Limited individually and collectively accept full responsibility for the

accuracy of the information contained herein and confirm having made all reasonable enquiries

that to the best of their knowledge and belief, there are no other facts or opinions, the omission of

which would make any statement in this memorandum misleading. The Directors are available to

answer any question concerning the information provided therein.

The memorandum and the securities offered by it is not approved, disapproved or registered by

the Securities and Exchange Commission (SEC). No application has been made to the council of

the Nigerian Stock Exchange (NSE) for admission of the securities offered to the official list and

there is no intention to submit one at the moment. The information contained herein is private

and confidential and is designed to enable prospective investors evaluate the viability and

suitability of the investment in the units on offer. This information may not be reproduced, or

used in whole or in part for any other purpose except for the purpose of investing in the offer.

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SUMMARY OF THE OFFER

The following should be read in conjunction with the full text of this document, from which it was derived.

1 Authorized capital of issuer: 1,000,000 Ordinary Shares of N1.00 each

2 Issued and fully paid: 1,000,000 Ordinary Shares of N1.00 each

3 Securities being offered: 100,000,000 units of Gold -Forth Guaranteed Agric Produce Trading Investment Fund

4 Offer price: N5.00 Per Unit

5 Offer size: N500,000,000.00

6 Method of offer: By Private Placement

7 Purpose:

The investment is being undertaken to enable Gold -Forth Limited to raise working capital for agricultural commodity trading.

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Use of Proceeds:

After the deductions of the estimated cost and expenses of N17,500,000.00 representing 3.5% of the gross offer proceeds of N500,000,000.00 made up of 100,000,000 units at N5.00 each, the net issue proceeds of N482,500,000.00 would be utilized as follows:

Product Amount

Allocated

Percentage

Soyabeans 193,000,000.00 38.6%

Dry Red Chili

Pepper 144,750,000.00 28.95%

Maize 144,750,000.00 28.95%

Costs & Expenses 17,500,000.00 3.5%

Total 500,000,000.00 100%

9 Unit of sale: A minimum of 200,000 units and multiples of 100,000

units thereafter.

10 Payment terms: By cash in full on acceptance/application. All payments should be by cheque or bank draft payable to “Gold -Forth Limited” crossed “Private Placement” with the name and address including day time telephone number of the applicant written on the back.

11 Placement tenure: - This offer is open-ended

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12 Redemption: Redemption of units shall be allowed as from the end of first year of purchase; and thereafter, at the end of every quarter of a calendar year.

13 Liquidity: In order to ensure that there is liquidity to achieve the targeted returns, redemption of units shall not be allowed within the first year of purchase. However, at the end of the first year and every subsequent quarter, redemption can be made with a notice of one month. If an investor must redeem outside the above, a penalty of 2% (two per cent) of the then current value of units redeemed will be imposed.

14 Underwriting: The offer is not under written at the instance of the Manager.

15 Units Status: The units in issue are not in any way considered as the equivalent of the issued ordinary shares of any company and neither that of the Manager.

16 Supplementary allotment: In the event of over subscription, the excess monies would not be refunded but will be utilized for the purpose of allotting additional units that will be available by the increase since the investment fund is open-ended.

17 Indebtedness: As at the issue date of this Placement Memorandum, the Manager had no outstanding debenture, loan capital, mortgages, charges, or other contingent liabilities other than those arising in the ordinary course of business.

18 Benefits to Investors: Our invited investors will benefit as follows: - Investors will partake in the abundant benefits

that are there in agric value chain which is Nigeria’s best bet out of recession.

- Liquidity for Investors in the face of the on -going recession as they stand to enjoy a guaranteed annual return of 25 % while the principal invested remains.

- Investors have opportunity to grow the values of their investment portfolio within short to medium to long term by re -investing their returns if they so desire.

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EXECUTIVE SUMMARY PreambleStarting in 2010 – 2011, the Government of Nigeria, after years of benign neglect, began to reform the agriculture sector. To refocus the sector, the Government implemented a new strategy/policy - the Agricultural Transformation Agenda (ATA) and updated under the current Agricultural Promotion Policy (APP) 2016. The focus was on rebuilding Nigeria's agriculture ecosystem by providing a disciplined approach to agribusiness that will significantly reduce our dependence on food importation and increase our capacity to earn foreign exchange from agriculture.This effort will be led by the private sector, while government facilitates, as well as provides supporting infrastructure, systems, control processes, and oversight.With this renewed focus, there has been a rapidly increasing interest in agriculture at all levels. This is evident if one visits farms across the country, as more and more people are getting involved in agriculture for the first time and those already in operation are increasing their resource allocation to agriculture by more than 60%. Records so far, show that there will be an increase in agricultural production by 50 – 70 per cent.This trend portends viable prospects for agribusiness as well as opportunities for realizing huge returns from setting up enabling structures and processes that can address other major problems facing agriculture such as market access, post-harvest losses, lack of standardization, logistics and availability and thereby capture value across the agricultural commodity chain.

Agriculture and Agribusiness: Challenges and OpportunitiesThe challenge facing agriculture in Nigeria goes beyond just increasing production/output. It is a well-documented fact that Nigeria is blessed with arable fertile soil and favourable weather condition suitable for the production of a varied array of produce.However, other major issues militating against agriculture include but are not limited to:

· Post-harvest losses;

· Lack of standardization/grading system;

· Lack of transport facilities;

· Lack of market/off takers;

· Lack of value addition to primary agricultural products;

· Lack of processing facilities;

· Poor handling, packing, packaging, etc.

It can therefore, be seen that efforts to incentivizing or boosting agricultural production, will only be addressing a small aspect of an overall and larger issue.Hence, any entrepreneur that can put in place enabling structures and innovative solutions to these challenges will enjoy government support and incentive as well as reap huge returns from investment in agribusiness.

Our Business Model Will Address These Problems and Capture OpportunitiesGold-Forth Limited intends to position itself to address the challenges enumerated above and capture the opportunities and values existing in the agricultural commodity trading chain.

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ORIGINATION

OUR MODEL

Problem Addressed

WAREHOUSING

We will develop good working relationships with farmers and Local suppliers. Entering into forward contract agreements with them and purchasing commodities at low prices as soon as they are harvested.

üLack of Markets and off takers

We will build warehouses in major agro producing States. Agro commodities purchased, will be cleaned, sorted, dried, graded and bagged according to standards and stored in the best conditions in our warehouses.

We will also provide warehousing services at fee to others.

üPost-Harvest LossesüLack of StandardizationüPoor Handling, Packing, Packaging, and Processing Facilities.

HAULAGE & LOGISTICS

Problem Addressed

Problem Addressed

We intend to grow our own fleet of vehicles (starting with 2 trailers) that can pick up and deliver commodities efficiently and in accordance with best agricultural practices across the country.

Safety of goods will be ensured through GIT insurance cover.

üLack of Transport FacilitiesüPoor Handling, Packing, Packaging, and Processing Facilities.

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DISTRIBUTION & EXPORTWe will distribute agro commodities to all parts of Nigeria, neighboring countries and the international markets.

Controlled release of produce in response to demand will ensure price stability and product availability all year round

üAvailability all year roundüPoor Handling, Packing, Packaging, and Processing Facilities.

Problem Addressed


MODE OF OPERATION

The Manager (Gold-Forth Limited) will carry out its agricultural commodity trading in 3 modes namely:

1. Seasonal: Seasonal Commodity Trading involves buying during the harvest period when supply is high and cheap. Then process (i.e. clean, weigh and package) the products for storage/warehousing to sell in 2-4 months during off season or shortly before the next planting period.

2. Geographical: Geographical Commodity Trading is inter-state or inter-regional trade. Some products (e.g. sesame seed, soya beans, maize, groundnut, beans, locust beans, pepper, etc.) are produced in the northern and middle belt States (like Benue, Adamawa, Plateau, Kano, Kaduna, Jigawa, Taraba, Borno, etc.).

These are in large supply during harvest season and generally in high demand in the South by wholesalers and processing factories alike.

Likewise, some other produce like palm oil, kolanut, plantain, banana, coconut, garri, etc. are produced in the western, eastern and southern states of Ogun, Ondo, Ekiti, Edo, Delta, Kogi, Cross River, etc., that are in high demand at a good margin in the North.

Hence, the inter-regional (or geographical) trade involves moving products between the regions and it is very profitable.

3. Export/International Trade: Many produce like cocoa, sesame seed, soya beans, ginger, sheanuts, sheabutter, gum arabic, etc. are in high demand abroad and are traded via exportation.

This is the climax of agric commodity trading as it generates foreign exchange; which the Manager intends to explore in the medium to long term.

In the short to medium term, the domestic/local trading has a wide range of prospects that the Manager intends to fully take advantage of and gradually break into the international market as it gains capability.

There are major local markets in each region where agricultural commodities are procured. The strategy of procuring, processing, warehousing and transporting to the desired buyers is key to this business.

The Manager is adequately armed with the strategy to ensure investors have value and good returns for their investment.

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Profitability

Agricultural commodity trading, based on experience and observable market trends in the sub-sector, is very lucrative and it offers promising returns on investment; more so that it is within the agric value chain which currently is the government's top-most priority.

From our projections, agricultural commodity trading has the potentials of yielding up to 55% gross returns on investment per annum.

Guaranteed Returns

The Manager, therefore, gives a guaranteed return of 25% per annum on investment.

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“Any entrepreneur that can put in place enabling structures and innovative solutions to these challenges will enjoy government's support and incentive as well as reap huge returns from investment in agribusiness.”

“Our Business model will capture value across the agriculture commodity chain”


RISKS AND MITIGATIONS

Investment is generally associated with risks. Proper identification, rigorous assessment and pragmatic mitigation of these risks are very critical to the success of our endeavor. From our experience as well as that of our advisory board and through detailed research, the risks or envisaged problems in agro commodity trading are stated below with appropriate safe guards.

Operational Risk

This is the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. As it relates to commodity trading, this risk is manifested as follows:

1. Purchasing agro products that are perishable or products requiring special storage/preservation conditions (e.g. tomatoes and vegetables). Purchasing products that are easily attacked by pests or products requiring application of special treatment/pesticides (e.g. Cowpea). Purchasing products that compress or deteriorate during storage (e.g. Melon).

The Manager will not trade in such products.

2. Fraud: Being defrauded is a very common possibility in any cash transaction. This risk may be manifested in:

a. Buying agents/farmers not delivering products after collecting cash in advance.

b. Sellers bagging substandard products or product mixed with large amount of foreign matter to cheat.

c. Conducting and concluding transaction on phone or over the internet. Story line and agreement reached may change later.

d. Dishonest warehouse staff could pilfer stored products.

e. Hired vehicles from unknown owners/drivers could disappear with products during transportation.

The manager will take the following steps to mitigate risk of fraud.

a. Transaction will be conducted on cash-and-carry basis. MOU and agreement will be concluded with farmers to bring in their products on harvest but cash will only be paid on delivery and taking custody of goods.

b. The Manager will be physically present to witness and supervise bagging and packaging of products

c. Buying arrangement will be conducted on face-to-face basis with verified agents/farmers at their physical location. The Village Chief and/or Market Chief and/or Chairman of Association and/or Head of Cooperative Society will also be carried along or made aware of the transaction.

d. Thorough background checks and “know your staff” (KYS) will be conducted on

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persons to be employed as staff to ensure they do not have prior criminal records. Process of entry and exit of goods and persons into the warehouse will be subject to dual controls and confirmation. In addition, the Manager will undertake fidelity insurance policy on staff.

e. Reputable haulage companies that are responsible for the goods until they are delivered will be engaged. A truck-boy/staff will also be appointed to accompany the truck to the delivery destination. With time, we will obtain our own haulage fleet.

3. Accidents: During transportation, vehicles could get involved in accident which could result in loss of produce.

The Manager will always undertake “goods in transit insurance” with reputable insurance companies to mitigate this risk.

4. Cash carrying risks: Most local sellers don't have bank accounts and have to be paid by cash. Even those that have prefer cash payment.

The Manager will avoid night travels and will not travel with huge amount. Also, the Manager will conclude deals with sellers in the market before going to withdraw money from the bank for payment. If possible, payment will be made to the sellers in the banking hall.

Credit Risk

The risk of inability or unwillingness of buyers to pay for goods supplied to them. This is a major risk in commodity trading either locally or internationally as most buyers usually ask for 7 – 30 days window to make payment.

In order to mitigate this risk, the Manager, will only do business with reputable and well-known company with healthy financial condition. Background bank checks will be carried out on local buyers while a D&B (Dun & Bradstreet) Search will be conducted for foreign buyers. Local buyers will be required to provide a bank guarantee while export will be done through LC as the payment instrument.

Market Risk

This is the risk that market fundamentals may move against the Manager or adverse movement in the products' prices and or exchange rate may result in loss.

To mitigate this risk, the Manager will constantly monitor both local and international news and events and determine their effect on commodity prices. Also we will ensure that products are purchased at lowest prices during its harvest season. The Manager will have a pre-determined profit margin or mark-up price at which goods will be sold. This will ensure that stock of goods is not held longer than necessary.

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Risk of Rejection

This is the risk that products supplied to buyers will be rejected for reasons ranging from it not being the agreed product or being a substandard product.

To mitigate this risk, the Manager will send sample of the product being discussed to the buyer. Where applicable, lab test will be carried out to determine the specification of product. The result of the test will be signed and agreed upon by both parties. The agreement will be binding with penalties clearly spelt out.

Management CapabilityThis is the risk that the Manager may not be capable of running the business or managing the fund successfully.

The Company has in place highly experienced and capable leadership that are tried and tested (Please see the Directors and Management Profile section). We also have in place “an advisory board” made up of leaders and practitioners in agro commodity sectors. We will employ experienced staff in handling different aspects of the business from sourcing, quality testing, storing, transporting and delivery of the products. We will constantly train and re-train our staff in best practices in commodity trading. We will constantly review our processes and focus on continuous improvement.

In this way, we will ensure that risks to the business are pro-actively identified and properly mitigated thereby ensuring business growth and value addition to our investors.

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BUSINESS MODEL


GOLD-FORTH LIMITED – ABOUT US

Gold-Forth Limited was registered in 2011 by the Corporate Affairs Commission with registration number RC: 937345. Its corporate address is at Suite A, 3rd Floor, Real Tower Plaza, Utako Abuja FCT, Nigeria.

Gold-Forth Limited engages in Agricultural Commodity Trading locally and internationally. We trade raw agricultural commodities. We also market and distribute foodstuff and agro-allied products.

Our products include but are not limited to Beans, Soya Beans, Shearnut, Paddy Rice, Maize, Cashew nuts, Tiger nuts, Ginger, Hibiscus flower, Red Chili Pepper, Sesame seeds, Groundnuts, Palm Oil, Plantain, Garri (Cassava flakes), Kolanut etc.

Our Strength

Our major strength is that we have built well established strong relationships with farmers, Local Buying Agents (LBAs) and farming co-operatives within the farming communities and good working relationships with local and international markets.

Our Vision, Mission, Strategy & Values

Mission: To promote agricultural business as an attractive and preferred investment option.

Vision: To establish Gold-forth as an efficient and value creating agribusiness conglomerate.

Strategy: We will pursue our strategic goal with full commitment to excellence and efficiency in our core functions of supply chain management, merchandising, trading, handling, storage and shipment of agricultural commodities while growing our business.

Values

· Passion

· Integrity

· Creativity

· Customer Focused

· Value Creation

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DIRECTORS AND MANAGEMENT PROFILE

Dare Nana – Managing Director/Chief Executive Officer (MD/CEO)

Mr. Dare Nana is a graduate of Agricultural Economics from University of Ibadan, with over 11 years of experience in various capacities in both private and public sector of the economy.

His working experience cut across several commercial banks starting with Zenith Bank, Access Bank, diamond Bank. He also spent over 5 years working as Operational Risk Manager with Nigerian Export-Import Bank, a Development Finance Institution, where he participated in appraising, funding and monitoring multi-million naira projects in key sectors of the

economy including agriculture, manufacturing, leisure & hospitality, solid minerals, entertainment, health, transportation & haulage, aviation industries etc.

Dare Nana is an entrepreneur that is passionate about trade in Nigeria. He is the co-founder of Jaraja E-Commerce Limited, an online, state of the art advertising platform set up to enhance and accelerate trade in made-in-Nigeria products, commodities and services locally and internationally thereby expanding Nigeria's trade frontier.

Dare is a Certified Operational Risk Professional (CORP), an Associate Chartered Economist (ACE) and a trade consultant. He has attended several trainings, workshops, seminars both locally and internationally on trade, finance, agriculture and the economy.

Equipped with these vast years of experience he opted to establish his own company and in 2011 Gold-Forth Limited was born. He has since then been serving as the Chairman/Managing Director, and as the Chief Promoter of the business.Dare is married with children.

Bukola Nana – Director

Mrs Bukola Nana is an entrepreneur with a rich heritage in Cocoa farming and trading which has been a family business since the old western region.

She holds a degree in Business Admin from the Ibadan Polytechnic, Iree Campus, now Osun State Polytechnic, Iree.

Her working experienced spanned over two decade running her trading business where she is responsible for strategic planning, directing, controlling and coordinating the business while ensuring business

growth and returns to stake holders

Mrs. Nana is very goal oriented and an advocate of corporate social responsibility towards community development. Her determination and resilience in business has afforded her success in her entrepreneurship pursuits, social and community endeavours.

She is the wife of the MD/CEO.

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Mohammed Gana Mohammed – Executive Director, Operations

Mohammed is in charge of the company's trade operations. He holds a Higher National Diploma (HND) in Accountancy from the Federal Polytechnic Bida, he also holds a Diploma in Public Administration and Management as well as a Diploma in Computer Studies.

Mohammed is an astute businessman of repute. Before joining the Gold-Forth Limited, he was engaged in buying and selling of general agricultural crops for the local and export market.

He is passionate about life, a fully motivated individual and thrives in challenges; he is very adept at networking in social and professional circles and a vibrant personality full of Charisma and overall a valuable team player.

He has attended many export management courses and workshops organized by the Nigerian Export Promotion Council and organized private sector.

Mohammed is married with children.

Francis Chiedu Ngenegbo – Executive Director, Business Development

A seasoned marketer and professional manager, Francis Ngenegbo has over 15 years varied experience across several leading organizations such as Cornerstone Insurance Plc, LeadCapital Plc, EDC Securities Ltd, Niger Insurance, Fountain Trust Bank Plc, EKO International Bank Plc etc. where he led teams to grow the organization's asset base and market share.

Francis possess strong management and team-building skills, proven ability to influence performance improvement, proficient in all sales

cycles phases from generation and presentation to negotiation, closing and follow-up.

Frances is goal-driven, client-focused and has an enviable track record of consistently achieving targets in a highly competitive market.

He holds an MBA from the prestigious Lagos State University and B.Sc in Political science. He has attended several capacity building courses including Marketing and Negotiations, Quality Customer Services, Relationship Management etc. both locally and internationally.

Francis is married with children.

Laja Babington – Company Secretary & Legal Adviser (CS/LA)

Laja Babington holds an LL.B (Honours) Degree from the University of Lagos and was admitted to the Nigerian Bar in 2003. He was with the law firm of Waterhouse Solicitors where he worked as a senior associate. He has considerable experience in Corporate Commercial law, commercial and civil litigation, debt recovery and company secretarial duties, Banking & Finance, Oil & Gas, and specialist knowledge of Land, Property and related matters.

Laja is married with children.

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Toyin Aregbesola – Chief Financial Officer (CFO)

Mrs. Toyin Aregbesola is a graduate of Accountancy and a qualified Chartered Accountant from the Institute of Chartered Accountants of Nigeria (ICAN) and an associate member of the Chartered Institute of Taxation of Nigeria.

She has over 10 years working experience in finance. She has worked with Multinationals like Multilinks Telkom, Oxygen Broadband Networks. She also served as the Group Finance/Admin Manager of Tentol Consulting limited and Stargate Facility Management Limited.

She has sound knowledge of different accounting Packages like SAP, Sage 50, Quick Books, Express Books and advanced excel. And holds a certification in International Financial Reporting Standard and also in Insolvency and corporate re-engineering.

Toyin is well known for her dedication to work, drive for excellence and integrity, a wife and mother who has been able to balance her responsibilities between her family and career very beautifully.

Adewale Adigun – Chief Risk Officer (CRO)

Mr. Adigun started his career in the banking industry with Diamond Bank in 2004 and served in several roles as the Branch Operations Manager, Audit and Compliance Officer and Investigation & Reconciliation Officer. He also worked at BankPHB as Internal Control Officer.

After this, he left the shores of Nigeria to acquire his Master's in Business Administration at the prestigious Aston Business School, United Kingdom.

Adewale serves as the Head of Credit Control Department at Sterling Bank Plc prior to his appointment as the Chief Risk Officer of Gold-Forth Limited. He is a Chartered Accountant and a CFA Level 1 Candidate.

He is married with Children.

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OUR PRODUCTS

Criteria for selecting traded products:

· Must not be perishable (e.g. tomatoes)

· Must not require any special or expensive preservation condition and storage conditions other than bagging.

· Must not require application of pesticides during preservation;

· Must not be easily attacked by pest;

· Must not compress during storage (i.e. its volume doesn't change during storage)

· Must have a very high economic value which appreciates rapidly over time; and

· Must be fast moving and in high demand.

Based on these well thought out criteria, we have selected three (3) products to trade in. These are:

· Soya Beans;

· Dried Red Chili Pepper; and

· Maize.

Product Characteristics

Production: Nigeria is the largest producer of soybean in Africa. The plant is mostly grown in Nassarawa, Benue, Bauchi, Niger, Kaduna and Plateau States.

Uses: as food for human consumption (soy milk, flour, oil, etc.). Used in animal feed production. Used as raw material for industrial purposes (biodiesel fuel, industrial lubricants, solvents, cleaners, paints, etc.)

Demand: Demand for Soybean in Nigeria is around 2.2 million tons/year. Worldwide demand for soybeans is 11 million tons/annum. Source: – CBN Commodity Market Report.

Season: November/December

Soyabeans

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Production: Nigeria is known to be one of the major producers of pepper in the world accounting for about 50% of the African production. Major producing States include Kaduna, Kano, Jigawa, Katsina, Sokoto, Plateau and Bauchi States.

Uses: Locally and Internationally, chili pepper is the most widely consumed of all spices in the world and is often referred to as the King of Spices.

Demand: The demand for chili pepper is huge as it is used extensively in food flavouring in the daily diet of over 200 million Nigerians irrespective of their socio-economic status or tribe.

Season: January – March (all year round under irrigated agriculture)

Dried Red Chili Pepper

Production: Nigeria is the largest producer in Africa with nearly 8 million tons followed by South Africa. Africa imports 28% of the required maize from countries outside the continent.

Uses: Maize flour, or meal, Masa, Cornstarch, Corn syrup, Livestock feed, etc.

Demand: Total Industrial Demand is 1.8 million tons (2015/16). Demand is all year round, while there's shortage of Sellers. Source: – CBN Commodity Market ReportSeason: July/August

Maize

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Fund AllocationThe Manager will allocate the funds among three products it intends to concentrate on due to their low risk profile, high demand, attractive returns and other favourable factors.

Product Amount

Allocated

Percentage

Soyabeans 193,000,000.00 38.6%

Dry Red Chili Pepper 144,750,000.00 28.95%

Maize

144,750,000.00

28.95%

Costs & Expenses

17,500,000.00

3.5%

Total

500,000,000.00

100%

CONCLUSION

Trading in agric commodity is a very lucrative business if the operational strategies

and risks are well managed. There is never a dull moment all year round as there are

always products to trade on. Since most products are seasonal, there will always be

on-season and off-season which creates avenue for discerning commodity

merchants to make profit.

The Manager is effectively armed with the requisite operational strategies and risks

management of agric produce trading in Nigeria. The prospect is enormous and the

returns are good. The Manager, therefore, invites targeted investors to invest in this

Gold-Forth Guaranteed Agric Produce Trading Investment Fund and take

advantage of the guaranteed return of 25% per annum.

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20

2018

2019

2020

2021

2022

Investors Fund (start)

500,000,000

600,000,000

720,000,000

864,000,000

1,036,800,000

Income

255,000,000

312,000,000

381,600,000

466,560,000

570,240,000

Gross Expresses

(51,000,000)

(62,400,000)

(76,320,000)

(93,312,000)

(114,048,000)

EBIT

204,000,000

249,600,000

305,280,000

373,248,000

456,192,000

Prov. For Tax

(61,200,000)

(74,880,000)

(91,584,000)

(111,974,400)

(136,857,600)

Net Income

142,800,000

174,720,000

213,696,000

261,273,600

319,334,400

Returns to Investors

(105,000,000)

(132,000,000)

(165,600,000)

(207,360,000)

(259,200,000)

Manager’s Income

37,800,000

42,720,000

48,096,000

53,913,600 60,134,400

Investors Funds (end) 500,000,000 600,000,000 720,000,000 864,000,000 1,036,800,000

MEMORANDUM ON PROFIT FORECAST(EXTRACTED FROM THE REPORTING ACCOUTNANT'S REPORT)

(N) (N) (N) (N) (N)

Ratio 2018

(k) 2019

(k) 2020

(k) 2021

(k) 2022

(k)

Forecast Earnings/Unit 255 260 265 270 275

Forecast EBIT/Unit 204 208 212 216 220

Forecast Dividend/Unit 105 110 115 120 125

Investors Net Worth pe r Unit at Year End (Ex-Div) 500 600 720 864 1,037

Ratio Analysis

Assumptions1. Investor's funds are projected to grow at 20% per annum.2. Income is projected to grow from 51% - 55% on invested fund for the 5-year period.3. Gross expenses are projected to be 20% of gross income.4. Provision for tax is calculated at 30% of Earnings Before Interest & Tax (EBIT), and5. Returns to Investors are projected to grow from 21% - 25% on invested fund for the

5-year period.


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STATUTORY AND GENERAL INFORMATION

IncorporationstGold-Forth Limited was incorporated on 21 February, 2011 with Registration No. RC: 937345.

The Company has an authorized and fully paid share capital of 1,000,000 ordinary shares of N1 theach. The Board of the Company in its meeting of 6 March, 2017, by a resolution, has approved

the issuance of the Gold-Forth Guaranteed Agric Produce Trading Investment Fund of 100,000,000 units at N5.00 per unit and all the documents pursuant to the issue.

The Board holds itself in trust as far as the issuance of the fund is concerned.

Declaration:

1. No commission, discounts, brokerage or other special terms have been granted to any of the Board members, Management or staff of the company in connection with this placement of the fund.

2. There is no material contract or agreement between the issuer of the fund and any of its directors and employees other than in the ordinary course of the business.

3. No director of the company has any interest, direct or indirect in any assets physical or fiduciary.

Consent:

The following have consented to the issuance of this private placement memorandum with their names and reports, where applicable, included in the documents and context in which they appear.

Directors & ManagementDare Jude Nana (MD/CEO)Bukola Mercy Nana (Director)Mohammed Gana Mohammed (ED)Francis Chiedu Ngenegbo (ED)Laja Babington Esq (Company Secretary)Toyin Aregbesola (Chief Finance Officer)Adewale Adigun (Chief Risk Officer)

ManagerGold-Forth LimitedSuit A, 3rd Floor, Real Tower Plaza, Utako Abuja FCT, Nigeria.

Company SecretaryLaja Babinthon EsqAjagbe, Babington & Co, Legal Practitioners167 Igbosere Road, Lagos Island, Lagos, Nigeria

Reporting AccountantsFajimi & Co.,(Chartered Accountants),Suite 104, Anbeez Plaza, Opp. Corporate Affairs Commission, Plot 2121 Ndola Square, Wuse Zone 5, Abuja.

AuditorsDanbeki & Co.,(Chartered Accountants)Suite 25, SAB Plaza,Abuja-Keffi Expressway,Mararaba, Nasarawa State.

Financial AdvisersHighglory Integrated Ventures Limited,Suite 34, Nandu Plaza,Plot 566, Ndola Crescent,Wuse Zone 5, Abuja


23

DOCUMENTS AVAILABLE FOR INSPECTION:

During the application offer period, copies of the following documents are

available for inspection in the office of the Manager/Administrator of the fund,

GOLD-FORTH LIMITED, at Suite A, 3rd Floor, Real Tower Plaza, Utako, Abuja

during the working hours of 8:00am – 5:00pm on any business day.

1. Certificate of Incorporation of Gold-Forth Limited.

2. Memorandum and Articles of Association of the company and the

placement.

3. The Company's board resolution authorizing the issuance.

4. The detailed analysis of the forecasts

5. The Directors Guarantee for the purpose of this offer.

BankerGuarantee Trust Bank Plc,69, Yakubu Gowon Crescent,Asokoro District,Abuja FCT.

RegistrarCredible Associates Limited,

thHeartbeat Place, 7 Floor,Wesley House, 21/22 Marina, Lagos.

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SUBSCRIPTION FORM GOLD-FORTH LIMITED

100,000,000 Units of

Gold-Forth Guaranteed Agric Produce Trading Investment Fund/Certificate

At N5.00 per Unit

Payable in Full on Application

Care must be taken to follow these instructions as application that does not comply may be rejected. If you are in doubt as to the a ction to take, please consult your stockbroker, accountant, banker or any other professional advisor for guidance immediately.

Declaration: · I/We are 18 years of age and over.

· I/We attach the amount payable in full on application for the stated number of units in Gold-Forth Guaranteed Agric Produce Trading Investment Fund at N5.00 per unit.

· I/We agree to accept the same or smaller number of units in respect of which allotment may be made upon the terms of the Placement Memorandum.

· I/We authorize you to send the certificate and/or cheque for any amount over -paid, by registered post at my/our risk to the address given below and to procure registration in my/our name as the holder(s) of such number of smaller units as aforesaid.

· I/We declare that I/we have read a copy of the Placement Memorandum for the offer.

APPLICATION (Minimum of 200,000 Units and Multiples of 100,000 Units thereafter @ N5.00 per Unit)

Number of units applied for.................................................................................................................................... Value of units applied for (Naira)......................................................................................................................... Value of cheque/bank draft (Naira)..................................................................................................................... ..................................................................................................... Cheque Number...................................................... Payment Terms: All payments should be by cheque or bank draft payable to “Gold-Forth Limited” crossed “Private Placement” with the name and address includ ing day time telephone number of the applicant written on the back.

PLEASE COMPLETE IN BLOCK LETTERS

INDIVIDUALS/JOINT APPLICATIONS Usual Signature................................................................................................Date: ................................................ Surname..........................................Other Names (In full)..................................................................................... Full Postal Address...................................................................................................................................................... .............................................................................................................................................................................................. Daytime telephone number......................................Email................................................................................... Next of Kin....................................................................................................................................................................... CORPORATE APPLICATION Authorized Signatories.........................................................................................................

Company Name........................................................................................................................

Registered Address................................................................................................................

.........................................................................................................................................................

Full Postal Address.................................................................................................................

.........................................................................................................................................................

Incorporation Number & Seal of Corporation

GOLD-FORTH LIMITEDInvestment Memorandum

gold forth com profile forth investment memorandum...no application has been made to the council of...

Documents