AWAKENSanctuary
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Legal AppendixUpdated 2026-09-30

Legal Appendix — Documents

Transaction structure

  • What is sold: shares of AWAKEN Resort S.A.C. (Partida 11151427), the operating company that holds the land under the built property and all buildings and infrastructure. Structure A transfers 100% of the shares; structure B transfers 70%, with the founder retaining 30% and staying on as a partner inside the team. The corporate perimeter — including the build entity AWAKEN Construction S.A.C. — is defined in the share purchase agreement.
  • Authorization: disposal of the project is a Reserved Matter under the Shareholders & Project Stakeholders Resolution (section D below); the shareholders have mandated the sale.
  • Seller's obligations in the SPA: restoration of the 2024 climate damage (~$270,000) within 3–5 months of signing, with milestones; handover in operating condition; and, under structure A, transitional support for up to 6 months.

The documents below are the corporate, ownership, capital and land-title records behind AWAKEN Sanctuary. Click any link to open the PDF. Most are official SUNARP registry extracts and notarised company documents (in Spanish); the Shareholders Resolution is bilingual (English / Ukrainian).

All documents are confidential and provided for diligence only. Scanned registry extracts are reproduced as filed at the time of upload; the current state of title and capital is confirmed against the live SUNARP record during diligence.

A. AWAKEN Resort S.A.C. (the company being sold)

  • Company registration — Partida 11151427. The SUNARP registry entry establishing AWAKEN Resort S.A.C. (the operating entity). Open PDF →
  • Share-transfer agreement. The agreement transferring/allocating shares among the shareholders of AWAKEN Resort S.A.C. Open PDF →
  • Capital — registered capital. The company's registered share capital record. Open PDF →
  • Capital increase (aumento de capital). The notarised capital increase reflecting further invested capital. Open PDF →

B. AWAKEN Construction S.A.C.

  • Company registration (Partida 11137448). The SUNARP registry entry for AWAKEN Construction S.A.C. (the build entity). Open PDF →
  • Capital increase (aumento de capital). The notarised capital increase for AWAKEN Construction S.A.C. Open PDF →
  • Accounting entries (asientos contables). The accounting records evidencing capital and contributions. Open PDF →

C. Company valuation — the basis of the price

The $2,617,268 invested to date is held and evidenced across two companies — AWAKEN Resort S.A.C. and AWAKEN Construction S.A.C. — through the registered capital and capital-increase records linked above (Resort: capital + aumento de capital; Construction: aumento de capital + asientos contables). This registered valuation is the basis of the $2.7M price for 100%. A consolidated valuation memorandum can be prepared on request.

D. Shareholders & governance

  • Shareholders & Project Stakeholders Resolution (EN / UA, v1.0). The single governing resolution across both companies — the Shareholders Agreement equivalent: shareholder rights, the Assembly, and the Reserved Matters under which the sale has been mandated. Open PDF →

E. Land titles (SUNARP)

The property is assembled from individually titled rural plots (predios rurales) registered with SUNARP. Each title is identified by its Partida Registral (registry entry) number and, where applicable, its parcel number. The land under the built property is held by AWAKEN Resort S.A.C.; the extracts below are as filed at upload, and the consolidated title position is confirmed in diligence. Click any title to open the registry document.

  • Land Plot No. 100 (Partida Registral N° 11036029) — 7 ha. Registered to AWAKEN Resort S.A.C. Open PDF →
  • Land Plot (Partida Registral N° 11035922) — 5 ha. Open PDF →
  • Land Plot (Partida Registral N° 11035924) — 8 ha. Open PDF →
  • Land Plot No. 99-A (Partida Registral N° 11149292) — 1 ha. Open PDF →
  • Land Plot No. 97 — Copia Literal of the Partida Registral — 5 ha. Full literal extract of the registry entry. Open PDF →

All parcels are private property registered with SUNARP, with a COFOPRI-formalized chain of title, outside the constitutional border-zone. Parcel areas above are as stated in the registry extracts; the consolidated titled area used throughout this data room is 26.83 hectares (five parcels) and is reconciled against the live SUNARP record in diligence.

F. Provided during diligence

The following are referenced in this data room and are provided during diligence:

  • Ley 27037 tax position — confirmation/opinion that the Amazon regime (5% income tax, through 2048) applies to the company.
  • Tourism operating licence.
  • Community cooperation agreement with the riverside community of Santa Clara de Ojeal (in place since 2020).
  • GOREL agreement with the Regional Government of Loreto.
  • Insurance — current civil and worker-safety policies.
  • Restoration scope and schedule — the itemised ~$270,000 program and the 3–5-month timeline that go into the SPA.
  • Ceremony third-party agreements — confirming independent practitioners hold the licences and liability.

This appendix links the documents on file today; the items in section F are provided during diligence. Confidential.