The proceeds of tokenised notes are used as credit facility to forestry asset manager with 10+ year track record aquiring and managing forestland in Baltics region. The borrower aquires forests with 25–40% discount from the market value, accumulates forestland portfolios, actively manages the portfolio through thinning, harvesting, selective harvesting and afforestation further improving collateral asset quality and preparing the portfolios for acqusition of Scandinavian institutional buyers.

Notes are secured by first ranking registered mortgage over forestland portfolio held by third party security agent acting for and on behalf of noteholders. This structure gives noteholders direct claim on real, tangible land assets — a legally enforcable lien on productive forestland portfolio. An independent valuation of forestland portfolio has been conducted by third-party evaluators based on EU recognised Tegova forest valuation methodology. Furthermore, Loan-to-Value amount is 90%, meaning that the collateral value is higher than the loan amount.

The Issuer raises capital by issuing tokenised fixed-rate notes through ring-fenced compartments and deploys the proceeds as secured loans to underlying real-asset borrowers.

Compartment 1 — targets a maximum aggregate amount of EUR 7,156,000 in Secured Fixed-Rate Forest-Backed Tokenized Notes due 2028. Capital raised will be applied as follows (per the waterfall in Condition 5 of the Terms and Conditions):

a) Reserve (first priority): EUR 250,460, to cover all expected set-up costs and ongoing fees, costs and expenses of the Issuer throughout the lifetime of the Tokenised Notes (including the Servicing and Calculation Agency Fee of EUR 23,607).

b) Arrangement Fee (second priority): 1.5% of the aggregate nominal amount of the Tokenised Notes issued, payable as a one-off payment to the Arranger (Upwood SIA), deducted from gross subscription proceeds on a pro rata basis.

c) Underlying Investments (third priority): The remaining net proceeds will be on-lent under a Luxembourg-law governed Facility Agreement to SIA “FF Forest” (Latvian reg. 40203653718), a forestry operator based in Latvia, for an amount of up to EUR 6,798,200. The Borrower will use the funds to refinance its existing portfolio of forest assets, finance the acquisition of additional forest assets or land for afforestation or harvesting operations, and fund general corporate purposes related to its forestry operations (afforestation, harvesting, forest management and maintenance).

The Tokenised Notes benefit from a first-ranking registered mortgage (hipotēka) over the Borrower’s forestry land parcels, registered in the Latvian Land Register (Zemesgrāmata) pursuant to a Latvian-law governed Mortgage Agreement. The mortgage is held by SIA Glimstedt ZAB as Collateral Agent for the benefit of the Noteholders. The Borrower’s forest assets are independently valued by a TEGoVA-Recognised European Valuer.

The issuer 3Pine Capital S.a.r.l. is a Luxembourg domiciled securititsation vehicle incorporated under the Law of 22 March 2004 on securitisation, established to issue intitutional grade tokenised financial instruments backed by European forest assets and carbon credits.

The issuance is supported by asset originator with 10+ years operational forestry expertise across whole forest management value chain and a track record of multiple forestland portfolio exits. The team has developed proprietary AI-powered LiDAR forest valuation technology that delivers the highest valuation accuraccy in the market, enabling systematic acquisition of forest assets at 25–40% below market value.

Volodymyr Havrylyuk-Yensen — Chief Legal Officer & Managing Director

Volodymyr brings over six years of senior legal experience at the intersection of fintech, capital markets and real world asset tokenization, holding an LLM from the University of Copenhagen. Prior to 3Pine, he served as legal counsel at DigiShares and EuroDollar, where his work included one of the first MiCAR-authorised e‑money institutions in Europe to issue e‑money tokens, a US treasury bill tokenisation under an approved prospectus, and one of the first real estate tokenizations in Denmark.

Lauris Borodovskis — Chief Executive Officer & Chairman of the board

Lauris previously worked on large scale enterprise IT projects in Georg Jensen, consulted and advised governmental and banking sector clients in Big4 consulting firm EY and was partner in Danish real estate tokenization project. He often speaks in indsutry conferences including Latvian financial regulator Latvijas Banka organized conference FinNext and advocates for real world asset tokenization industry development. He holds MSc in Business administration and E‑business from Copenhagen Business School.

Armands Rudzitis — Chief Financial Officer

Armands previously was CFO in one of the largest printing houses in Baltics Dardedzes holografija, Business Controller in Eleving group in emerging African markets and co-founded leading Baltics paper straw production company LivePaper. He holds MSc in Accounting and Taxes from University of Latvia.

Raimonds Cipe

Raimonds is a serial entrepreneur and executive with a background in fintech, forestry and rural land management. He previously founded mutilpe forestry companies and held several profitable forest portfolio exits. He currently serves as CEO of Timbro and led company from 0 to 45M+ revenue in 2 years delivering 451% revenue growth in year 2025 alone. Under his leadership Timbro has secured bank financing, significantly grown its export client base and supplies more than half a million cubic meters of timber to the market. Raimonds holds Economics & Finance degree from Stockholm School of Economics.

Agnis Jakubovics

Agnis is an entrepreneur with extensive experience in IT and 10+ years in advanced AI system development. He is co-founder and CEO of Apply IT, company specialising in custom solution development of AI and computer vision technologies since 2013. He lead multiple forestry related system development projects including LiDAR forest scanning and harvested timber volume measurement solutions. He holds engineering background and MBA degree in Riga Business School. He often is a speaker at professional forums on AI and digital transformation in Baltics.

The borrower (asset originator) has been incroporated in June 2025 and the statuary annual report covers only a partial first year of operations of 6 months. During the first year company was focused on raising bridge financing and deploying capital into forestland. No revenue was generated during this period as the acquired forests are held until the private placement note offering will be closed to ensure that portfolio potential cashflows remain dedicated to the note offering.

Once the note proceeds are deployed, the borrower is planning to acquire more forestland and begin active management, harvesting and selective asset sales. Under the projected base cashflow during the investment period gross cashflows are expected to reach €9.1M with Debt Service Coverage Ratio (DSCR) of 1.32 and Balloon coverage at maturity 1.42.

In-depth projected cashflow calculations are available to investors in offering documentation.