Legal Stability Disclosure and Disclaimer
The Honduran National Congress purported to adopt certain Decrees (Nos. 32-2022 and 33-2022) to repeal the ZEDE constitutional amendments and organic law originally enacted in 2013 and 2014 respectively, with the ratification of the purported repeal of the ZEDE constitutional amendments scheduled for the 2023 session of the Honduran National Congress (the “Decrees”). The Decrees heighten risks of legal instability, adverse judicial or arbitration determinations, political instability, violence, property damage, expropriation, and treaty violations with respect to residences, business operations, regulatory and tax authority, contracts, and property ownership within Próspera ZEDE (the “Risks”). Honduras Próspera Inc., St. John’s Bay Development Company LLC, and Próspera Arbitration Center LLC (the “HPI & Affiliates”) have retained legal counsel to determine the most appropriate manner of responding to the Decrees and the Risks, which has included filing a Request for Arbitration with the International Centre for Settlement of Investment Disputes (“RFA”), among other measures. HPI & Affiliates have adopted the position that the Decrees cannot be lawfully applied to existing ZEDEs, such as Próspera ZEDE, under international and Honduran domestic law, through at least January 2064. However, various Honduran public officials and agencies have articulated or acted on the position that the Decrees apply to Próspera ZEDE. Such conduct has been alleged in the RFA to constitute illegal and expropriative conduct. Nevertheless, to the extent practicable, HPI & Affiliates intend to pursue the core vision of their respective business models in Próspera ZEDE as originally guaranteed under the ZEDE constitutional amendments and organic law. In so doing, HPI & Affiliates reserve the right to adopt a wide spectrum of risk mitigation countermeasures in their reasonable business judgment and without intended third party beneficiaries. There is no guarantee that any of these countermeasures will prove to be successful in substantially preserving the rights and privileges to which HPI & Affiliates are entitled, including the legal stability of Próspera ZEDE, or in materially mitigating the Risks. Accordingly, any continued reliance upon the legal stability, continued existence, and authority of Próspera ZEDE as contemplated in the ZEDE constitutional amendments and organic law entails the knowing and voluntary assumption of all risks of loss associated with, arising from, or related to the Risks and Decrees, excluding and without prejudice to any cause of action, claim or defense addressing, relating to, or arising from the Decrees or the Risks to the extent such remedy or defense is directed to the Government of the Republic of Honduras, its agencies, political subdivisions, and public officials, for enacting the Decrees or actualizing the Risks. Further, because of the Risks and the Decrees, the doctrines of force majeure, impossibility, and impracticability may excuse performance of otherwise binding obligations which are premised on the legal stability of Próspera ZEDE. Furthermore, HPI & Affiliates disclaim any and all responsibility or liability associated with, arising from, or relating to the Risks and the Decrees. Finally, relevant liability limits have been established by the Próspera Liability Shield Resolution, §5-1-183-0-0-0-1, et seq., approved (e)Resident Agreements of Coexistence, §5-1-180-0-0-0-1, and the Próspera Amended and Restated Charter, §1-1-36-0-0-0-1.01, et seq., all available at https://pzgps.hn/all-publications/. Independent legal counsel should be consulted in regard to the implications of this disclosure and disclaimer.