MNVest Disclosures

Required regulatory disclosures for our Minnesota intrastate offering.

MNvest Offering Disclaimer

These securities are offered under a MNvest offering statement and have not been registered under federal or state securities laws. The securities have not been recommended by any federal or state securities commission or regulatory authority.

Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.

About MNvest

MNvest is Minnesota's intrastate investment crowdfunding law that allows Minnesota businesses to raise capital by selling securities to Minnesota residents. This law provides an exemption from federal securities registration requirements, allowing businesses to raise capital through a streamlined process while still providing important investor protections.

Required Regulatory Disclosures

Offering Limits

Under MNvest regulations, African Mall, LLC may raise a maximum of $2,000,000 in any 12-month period. This offering is limited to that amount, and we may close the offering at any time if the maximum is reached.

Investment Limits

MNvest regulations also limit how much individual non-accredited investors may invest. Non-accredited investors are limited to investing no more than $10,000 in all MNvest offerings in any 12-month period. There is no such investment limit for accredited investors.

Resale Restrictions

Securities purchased through this MNvest offering are subject to resale restrictions. Investors must not resell or transfer the securities to anyone except a Minnesota resident for a period of 9 months from the date of the original purchase, except in certain limited circumstances specified in the MNvest statute.

Escrow Requirements

All investor funds will be held in an escrow account with [Escrow Agent Name], a bank authorized to do business in Minnesota. Funds will be released to African Mall, LLC only when the target offering amount has been reached and the offering period has ended.

Cancellation Rights

Investors have the right to cancel their investment commitment for any reason up to 48 hours prior to the deadline identified in the offering materials. If an investor does not cancel their commitment within the 48-hour period, their funds will be released to African Mall, LLC upon closing of the offering period.

Risk Factors

Investing in securities offered through MNvest involves significant risk, including but not limited to:

  • Loss of Investment: Investors should be able to afford a complete loss of their investment.
  • Limited Liquidity: There is no market for these securities, and one may not develop. Investors may need to hold their investment indefinitely.
  • Limited Disclosure: The issuer must disclose information about the company, securities, and offering, but it is not reviewed or approved by regulators.
  • Business Risk: The African Mall project faces competition, market risks, and operational challenges that may affect returns.
  • Minority Investment: Investors will have limited ability to influence company decisions.

Additional Information

Information filed with the Minnesota Department of Commerce regarding this offering may be viewed on the MNvest portal where this offering is listed, and at the Department of Commerce's office. Contact information for the Department of Commerce is:

Minnesota Department of Commerce
85 7th Place East, Suite 280
Saint Paul, MN 55101
Phone: (651) 539-1600

Questions About MNvest Disclosures

If you have questions about these disclosures or the MNvest offering regulations, please contact:

Regulatory Compliance

Email: compliance@africanmall.com

Phone: (612) 555-9876

Last Updated: March 21, 2025