OXBRW Oxbridge Re Holdings Ltd

Oxbridge Re Holdings Limited (Nasdaq: OXBR), (the “Company”), and its subsidiaries which are engaged in the business of tokenized Real-World Assets (“RWAs”), initially in the form of Tokenized Reinsurance Securities, and reinsurance business solutions to property and casualty insurers, announced the launch of its offering of this year’s Participation Shares represented by digital tokens to be issued under a 3-year Participation Share Investment Contract (the “PSIC”). The offering which is the second year of the Cat Re series, is being conducted by our indirectly wholly owned subsidiary SurancePlus Inc. (“SurancePlus”) will issue between 500,000 to 1,000,000 Participation Shares, represented by digital tokens labelled “EpsilonCat Re”. The Participation Shares will be offered at an initial price of $10 per Participation Share. The Participation Shares are not shares in SurancePlus and shall have no preemptive right or conversion rights. The Participation Shares solely confer contractual rights against SurancePlus as contained in the PSIC.

The net proceeds from the offer and sale of the Participation Shares will be used by SurancePlus to purchase one or more participating notes of Oxbridge Re NS, an affiliated Cayman Islands licensed reinsurance entity, and the proceeds from the sale of such participating notes will be invested in collateralized reinsurance contracts to be underwritten by Oxbridge Re NS. In a loss free year the holders of the Participation Shares will be entitled to proceeds from the payment of the participating notes in the amount of a preferred return equal to the initial Participation Share price, plus 20%, and then 80% of any proceeds in excess of the amount necessary to pay the preferred return.

The EpsilonCat Re tokens are being offered to accredited investors in the United States by SurancePlus under Rule 506(c) of SEC Regulation D and to non-US investors pursuant to Regulation S of the US Securities Act 1933, as amended. Assuming no casualty losses to properties reinsured by Oxbridge Re’s reinsurance subsidiaries, EpsilonCat Re token investors are expected to receive a targeted annualized return of 42%. Investors in last year’s DeltaCat Re token are poised to realize returns exceeding 45%, surpassing our initial expectations of 42%. This achievement is particularly noteworthy, given the challenges posed by Hurricane Idalia, which made landfall in Florida as a Category 3 hurricane in 2023.

“We are particularly enthusiastic about the prospects of our venture into RWA tokenization and the direction it sets for our company. Through strategic initiatives undertaken this year, we are positioning ourselves for substantial growth within our SurancePlus subsidiary as a premier RWA Web3-focused entity,” commented Oxbridge Re Holdings President and Chief Executive Officer Jay Madhu. “Further reinforcing our strategic vision, Blackrock has announced its intention to tokenize $10 trillion of its assets. Concurrently, we witness the steady adoption of blockchain technology across traditional financial institutions and asset classes, including fiat currencies, equities, government bonds, and real estate. As pioneers in the RWA market, we are energized by the transformative potential of our repositioning and the expansion into new business lines, which we believe will create significant value for our shareholders.”

Disclaimer: This press release does not constitute an offer to sell nor a solicitation of an offer to buy the Participation Shares (the “Securities”) and the EpsilonCat Re tokens. The Securities are not required to be, and have not been, registered under the United States Securities Act of 1933, as amended, in reliance on the exemptions provided by Regulation S and Regulation D (SEC Rule 506(c)) thereunder. Offers and sales of the Securities are made only by, and pursuant to, the terms set forth in the Confidential Private Placement Memorandum relating to the Securities. The offering of the Securities is not being made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction.

About Oxbridge Re Holdings Limited

Oxbridge Re Holdings Limited (www.OxbridgeRe.com) (NASDAQ: OXBR, OXBRW) (“Oxbridge Re”) is headquartered in the Cayman Islands. The company offers tokenized Real-World Assets (“RWAs”) as Tokenized Reinsurance Securities and reinsurance business solutions to property and casualty insurers, through its wholly owned subsidiaries Oxbridge Reinsurance Limited, Oxbridge Re NS, and SurancePlus Inc.

Insurance businesses in the Gulf Coast region of the United States purchase property and casualty reinsurance through our licensed reinsurers Oxbridge Reinsurance Limited and Oxbridge Re NS.

Our new Web3-focused subsidiary, SurancePlus Inc. has developed the first “on-chain” reinsurance RWA of its kind to be sponsored by a subsidiary of a publicly traded company. By digitizing interests in reinsurance contracts as on-chain RWAs, SurancePlus Inc. has democratized the availability of reinsurance as an alternative investment to both U.S. and non-U.S. investors.

About SurancePlus Inc.

SurancePlus Inc. (www.SurancePlus.com) is an indirect wholly owned subsidiary of Oxbridge Re Holdings Limited, incorporated in the British Virgin Islands. SurancePlus was organized to serve as a special-purpose vehicle to make tokenized side-car investments in reinsurance contracts entered into by Oxbridge Re’s licensed reinsurance subsidiaries.

Company Contact:Oxbridge Re Holdings LimitedJay Madhu, CEO+1 345-749-7570jmadhu@oxbridgere.com

Forward-Looking Statements

This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” contained in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on 26th March 2024. The occurrence of any of these risks and uncertainties could have a material adverse effect on the Company’s business, financial condition and results of operations. Any forward-looking statements made in this press release speak only as of the date of this press release and, except as required by law, the Company undertakes no obligation to update any forward-looking statement contained in this press release, even if the Company’s expectations or any related events, conditions or circumstances change.