A fair price both sides can explain

Balanced inputs: We use figures that are sourced, dated, and stated per key or per villa. Assumptions are consistent across the book and cross-checked against market evidence. Outliers are flagged, not quietly averaged in. If a number changes upstream, the downstream figures follow.

Asset first: We start with what the site and the operator agreement deliver today. Entitlement, the branded operator, stabilized NOI, and villa demand drive the value. A method output cannot leapfrog weak evidence. Strong evidence can justify a higher position.

Market anchored: We reference current resort trades, relevant per-key comps, exit cap rates, and the cost of capital. Each data point has a source and a date so readers can judge freshness. Stale or non-comparable data is excluded. The market view informs the range.

Shared fairness: Both a buyer and a seller should be able to explain the number in a few sentences. Steps are reproducible from inputs to final value, with no hidden tweaks. If we override a method, we say what we changed and why. The same logic applies to each approach.

Durable value: We test how much the value moves under reasonable changes. Cap rate up or down, ADR and occupancy swings, and small cost shifts are shown. The book highlights what would materially raise or lower value and points to the evidence.

Data with judgment: We prefer hard data, but a pre-opening asset has gaps. Where inputs are thin, we use conservative ranges and state the rationale. We mark what would confirm the estimate. No false precision, no unexplained plugs.

Transparent and repeatable: Inputs are visible, formulas are standard, totals reconcile. The executive summary pulls directly from the approach pages. Version, preparer, and sources create an audit trail. A reader can rebuild the result in an afternoon.

This book shows exactly how these principles are applied, step by step

The table links each principle to the proof we show and where to find it. Use it as a checklist while you review. If something is missing in a live book, we flag the gap and note the impact.

What this gives you. A traceable valuation with sources, consistent approaches, and one reconciled result. You can verify inputs, rerun the math, and see where judgment was used. Fair, explainable, repeatable.

We value using a simple waterfall. We place the asset on the stage map, read today's market, set a fair range, then run approaches to plot a point inside that range. That point drives the offer terms.

Stage. Evidence comes from what exists now. The site and entitlement, the operator agreement, villa reservations and deposits, the stabilized operating pro forma, and the disposition path. Solara's secured site and branded operator set the baseline against comparable schemes.

Market. We look at the transaction climate and buyer depth, recent resort trades and exit cap rates, plus macro and the cost of capital. Recent Los Cabos resort sales and branded-residence absorption shift the baseline to match current pricing.

Range. This bracket is what a willing buyer and seller would call reasonable today. Approach outputs must sit inside it. If one lands outside, we explain it and constrain it.

Approaches

Income Capitalization values the resort NOI at an exit cap rate.

Residence Sell-Out totals forward villa sales, net of selling costs.

Comparable Transactions reference recent resort trades on per-key and cap.

Discounted Cash Flow works forward from project cash to disposition.

Cost & Profit compares gross development value against total development cost.

Scenario Analysis blends downside, base, and upside cases.

Result. The resort value plus the residence sell-out gives gross development value, corroborated by the cross-checks.

A valuation sits inside a range that a willing buyer and seller would call reasonable today. Two readings set that range: the asset's stage, which is internal evidence of progress, and the market band, which is external conditions in the market.

The table below maps each internal signal to what an early, neutral, or late stage reading looks like in practice. The strongest cluster of signals sets the stage.

The table below maps each market signal to what an unfavorable, neutral, or favorable reading looks like in practice. We anchor the band to the strongest cluster of signals.

After defining the range of value, we apply six valuation methods to triangulate where within that range Solara Cove sits. These methods are weighted by stage: earlier stages weight internal methods more heavily, later stages weight external and forecasted methods.

We have identified that Solara Cove stage of business fits into Band 5 of Stabilized round.

Giving it a value of $150M - $200M

Solara Cove has a secured coastal site, a signed international operator, and a forward-sold residential component. The resort reaches stabilized NOI of $6.37M, and the 40 villas sell out at roughly $2.375M each. What the disposition offers a buyer is a stabilized, operator-branded resort at a 7.5% cap, worth $85M, alongside $95M of completed villa sales. Gross development value is $180M against $128M of cost. The asset sits at the seam between constrained coastal supply and institutional appetite for branded resort product.

We take stabilized NOI of $6.37M and capitalize it at a 7.5% exit cap rate. The table shows each driver behind the NOI, its contribution, and the resulting resort value of $85M.

The base is the gross sell-out at the comparable villa price. Each input adjusts the base for a specific risk or strength. A point is worth $1.5M. Per-input scores aggregate to a single net adjustment applied to the base.

Below are the three identified comparable resort transactions. Each falls within the market, stage, and quality tier identified above to be a fair comparison for this approach.

Marea Punta Resort

A 120-key branded beach resort on the Los Cabos corridor

Sale price: $126MDate: Mar-23

https://www.costar.com/article/marea-punta-resort-sale

Costa Verde Resort

A 200-key resort near San Jose del Cabo

Sale price: $164MDate: Sep-22

https://www.hvs.com/article/costa-verde-resort-sale

Las Olas Reserve

A 60-key boutique resort on the Pacific side of the peninsula

Sale price: $72MDate: Jan-24

https://www.costar.com/article/las-olas-reserve-sale

Weighted factor scores and the comparable inputs produce the multiplier and the adjusted value for Solara.

Three comparable programme exits in Band 5 are adjusted for the probability of Solara Cove reaching that scale, weighted by representativeness, then converted to today’s pre-money using the required return multiple.

The gross development value and each cost line are set out below. Total cost deducted from GDV gives the development profit, shown against cost and against GDV.

Upside, base, and downside cases are given probabilities; their weighted average is the value.

The appraisal is rerun on upside ADR, occupancy, and cap-rate assumptions to derive the upside gross development value.

The appraisal is rerun on downside ADR, occupancy, and cap-rate assumptions to derive the downside gross development value.

This document has been prepared for the purposes stated herein and should not be relied upon for any other purpose. This document provides a summary of the work undertaken by Top Tier Advisory and unless required by law, this document should not be provided to any third party without our prior written consent. In no event, regardless of whether consent has been provided, shall we assume any responsibility to any third party to which this document is disclosed or otherwise made available.

This document was prepared exclusively for internal use as at the date hereof and does not carry any right of publication or disclosure, in whole or in part, to any other party. This document is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by the representatives of Top Tier Advisory.

The information provided in this document is based solely upon financial and non-financial information provided.

Whilst our work has involved a benchmark analysis, our engagement does not include either an audit or a review in accordance with International Standards on Auditing of the information used in the preparation of this valuation report. Accordingly, we assume no responsibility and make no representations with respect to the accuracy or completeness of any information used in the preparation of this report.

Budgets and forecasts relate to future events and are based on assumptions that may not remain valid for the whole or part of the relevant period. Consequently this information cannot be relied upon to the same

extent as that derived from audited accounts for completed accounting periods. We express no opinion as to how closely the actual results will correspond to those forecasts used in this presentation.

Market conditions and volatility of such markets make valuation exercises, of both company cash flows and financial instruments, extremely challenging and have created a significant potential range of assumptions

on risk-free rate, equity market risk premium and debt spreads. In addition, theoretical assumptions may not reflect reality. Subjectivity over key inputs to the cost of capital and capital and operating expenditure

assumptions, as well as underlying concerns about the impact of the economic upturns and/or downturn on the financial forecasts increases the complexity of the valuation analysis.

The benchmarking of companies, businesses and related cash flows is not a precise science and the conclusions arrived at in many cases will, of necessity, be subjective and dependent on the exercise of individual

Judgement as well as publicly available information to a certain extent. There is therefore no indisputable single value and we normally express the value as falling within a range at a point in time. Whilst we consider our benchmarks to be both reasonable and defensible based on the information available to us, others may place a different value on the benchmarks.