Proposed terms and conditions.

DAC is a collective agricultural ownership initiative enabling members of the Zimbabwean diaspora and other qualifying participants to collectively acquire, develop and benefit from productive commercial agricultural assets in Zimbabwe.

It is being developed under the leadership of Mudhumeni Mukuru, bringing agricultural expertise, practical farming knowledge and commercial agricultural leadership.

DAC proposes 100 Founding Partnership Spaces at a once-off contribution of US$6,500 per space, a target agricultural capital raise of US$650,000, plus a separate US$300 once-off Administration & Placement Fee per partner.

Vision: to build one of Zimbabwe's leading diaspora-owned commercial agricultural enterprises, enabling people to collectively own productive agricultural assets and participate in long-term wealth creation.

Mission: to combine diaspora capital, agricultural expertise and professionally managed productive land into a sustainable enterprise producing food, creating employment, generating profits and appreciating in long-term asset value.

100 Partnership Spaces × US$6,500 = US$650,000 agricultural capital, deployed according to a Board-approved farm acquisition and development budget.

The 100 spaces represent the Founding Partners' proposed 80% equity pool; Founders & Management hold 20%. Subject to final legal structuring, one space represents an indicative 0.8% of DAC.

A partner may acquire more than one space, subject to availability and final documentation. DAC may set limits per person or connected group to preserve the collective ownership philosophy.

DAC offers 100 spaces rather than requiring exactly 100 individual partners; the capital target holds provided all 100 spaces are subscribed.

US$300 once-off per partner, payable in addition to the space contribution, once per partner rather than per space where the same approved person or entity holds additional spaces. It does not purchase equity.

It contributes toward onboarding, administration, communications, documentation, marketing and presentations, mobilisation, due-diligence and professional coordination, capital-raising activity, partnership management systems, database administration and project establishment costs.

Final documentation should specify when the fee is payable, the services covered, when it becomes non-refundable, who receives it, applicable taxes and any refund circumstances — disclosed before payment.

Target agricultural capital is US$650,000; administration fees are additional and do not reduce that target. With 100 individual partners each taking one space, total receipts would be US$680,000.

Capital may be deployed toward farm acquisition, legal and conveyancing costs, due diligence, irrigation, machinery, farm infrastructure, crop establishment, labour, working capital, insurance and appropriate reserves.

Before collecting subscriptions, DAC should establish what happens if all 100 spaces are not subscribed: a minimum viable capital threshold, a fundraising extension, a revised acquisition strategy or return of capital under the subscription terms. Treatment of the US$300 fee is disclosed separately.

A core acquisition principle is a commercial farm with full title deeds, ordinarily registered in the name of DAC or an appropriate wholly owned property-holding company.

Qualified professionals verify registered ownership, authenticity of title, encumbrances, mortgages, caveats, claims, boundaries, access rights, permitted land use, water rights, existing leases, environmental matters and regulatory requirements.

An independent professional valuation is obtained before purchase. The farm is only purchased after satisfactory legal due diligence, valuation, agricultural assessment, water assessment, financial feasibility and Board approval.

DAC will focus on commercially attractive opportunities based on market demand, expected margins, production cycles, water availability, soil suitability, market access, crop rotation and risk diversification. Initial crops may include irrigated onions and potatoes, subject to professional assessment.

Qualified agricultural professionals manage agronomy, production, irrigation, machinery, labour, procurement, harvesting, storage, marketing, sales and farm financial performance. Partners do not individually direct farm employees or interfere with daily operations.

An appropriate Board will be established with representation for Founders, Founding Partners and independent professionals, covering agriculture, finance, law, corporate governance and business strategy.

Founding Partners may elect representatives to the Board under the constitutional and shareholder documents, providing oversight without interfering with day-to-day management.

An Annual General Meeting is held every year, covering the Chairman's Report, Farm Operations Report, Financial Report, Independent Auditor's Report, strategy, dividend recommendation, elections, partner questions and formal resolutions. Electronic participation may be facilitated where legally permitted.

Independent external auditors are appointed and annual financial statements are audited and presented to partners.

All capital must be paid into authorised company-controlled accounts, never personal accounts of founders, managers or representatives. DAC maintains accounting records, authorisation controls, supporting documentation and an independent audit trail.

Voting rights ordinarily follow legal shareholding, with enhanced approval for reserved matters such as sale of the farm, security over assets, further acquisitions, major borrowing, new shares, material dilution, change of principal business, significant related-party transactions, merger, sale of DAC or winding up.

DAC will seek appropriate insurance across crop, fire, buildings, machinery, irrigation infrastructure, theft, vehicles, public liability and employer-related risks, subject to availability, affordability, limits and exclusions. Insurance cannot guarantee reimbursement of every loss.

Working-capital, emergency, machinery, crop-risk and expansion reserves are built from operating cash flow and profits.

Partners receive quarterly farm updates, appropriate financial updates, annual audited accounts and the AGM. Management monitors hectares planted, yields, production cost, revenue, gross margin, crop losses, water usage, selling prices, harvest volumes, equipment utilisation and profitability.

Partners provide accurate onboarding information, comply with KYC requirements, make agreed payments, respect governance, avoid interference with daily operations, maintain confidentiality where appropriate and act in good faith.

Management protects DAC assets, operates within approved budgets, keeps records, reports accurately, applies professional agricultural practice, maintains insurance, manages staff, discloses conflicts and pursues sustainable profitability. Founders provide strategic leadership, project and partnership development, agricultural direction and governance oversight.

Reasonable, transparent, budgeted and approved remuneration may be paid where founders or managers work for DAC; the 20% equity does not require all future services to be unpaid.

Procurement is transparent with competitive quotations where practical. Related-party transactions must be disclosed and properly approved, and conflicts of interest declared. DAC maintains zero tolerance for theft, fraud, bribery, undisclosed commissions, misappropriation, false invoicing and unauthorised personal use of assets.

Profits first provide for tax, operating expenses, working capital, the next crop cycle, debt, insurance, maintenance, reserves and approved capital expenditure. The Board may then recommend dividends, with an indicative long-term target of 30%–50% of distributable profits.

No guaranteed dividend, return, yield, price, valuation increase, exit price or capital appreciation may be promised by anyone associated with DAC.

Principal risks include drought, excessive rainfall, crop disease, pests, water shortages, electricity interruptions, equipment failure, input-price increases, commodity-price changes, labour challenges, transport disruption, currency movements, regulatory change, political and economic conditions, management performance, counterparty failure and uninsured losses.

The US$6,500 is once-off. If major expansion requires further capital, the Board may propose a new raise with information on purpose, amount, valuation, new shares, potential dilution and use of proceeds, with pre-emption rights considered.

Agricultural land is relatively illiquid, so immediate repayment of capital cannot be guaranteed. Transfers follow the Shareholders' Agreement, including pre-emption rights, transfers among partners, third-party, family or trust transfers, valuation, death and inheritance and required approvals.

Before accepting capital, DAC should obtain professional advice on incorporation documents, constitution, Founders' Agreement, Shareholders' Agreement, Subscription Agreement, information memorandum, risk disclosure, administration and placement agreement, farm purchase agreement, valuation, title due diligence, management agreements, insurance policies and governance policies.

Disputes follow a structured process of good-faith negotiation, mediation and then arbitration or court proceedings, with governing law, jurisdiction and forum specified in final agreements.

Material amendments to partner rights are made only under the voting procedures in DAC's constitution and Shareholders' Agreement; management may not unilaterally alter fundamental ownership rights.

A person becomes a Founding Partner only after completing onboarding, satisfying identification, KYC and eligibility requirements, signing the relevant subscription and shareholder documentation, paying the capital contribution and administration fee, and receiving formal confirmation of acceptance and allocation of space(s). Payment alone does not override legal eligibility requirements.