Legal and Investor Disclosures

Thornton Capital Lending LLC (“TCL”) offers securities only through applicable confidential offering documents, subscription materials and definitive investment agreements, as amended or supplemented from time to time. Information appearing on this website is a general summary only, is not complete, and is qualified in its entirety by the applicable definitive offering documents. In the event of any inconsistency, the definitive offering documents control.

Any offering described on this website is intended to be conducted pursuant to an exemption from registration under the Securities Act of 1933, including Rule 506(c) of Regulation D where applicable. Interests may be purchased only by persons whom TCL has taken reasonable steps to verify as accredited investors. TCL may reject any prospective investor for any reason.

An investment in TCL is speculative, illiquid and involves a high degree of risk, including the possible loss of the investor’s entire investment. Investors must be able to bear the complete loss of their investment for an indefinite period. The securities are restricted, are not publicly traded, and no secondary market is expected to develop. Past performance, property values, appraisals, forecasts and targeted returns are not guarantees of future results.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved any investment, passed upon its merits, or determined that any offering materials are accurate or complete. The securities are not deposits and are not insured or guaranteed by the FDIC, SIPC or any governmental authority.

Investors acquire contractual rights against Thornton Capital Lending LLC under their definitive investment documents. Investors do not acquire direct ownership, voting rights or management rights in TCL, any affiliated borrower or any underlying real property. Unless expressly stated in an executed definitive agreement, investors do not receive a direct first-priority lien on any property. Collateral may be subject to prior liens, future senior financing, subordination, modification, release, impairment, foreclosure risk and insufficient property value.

TCL may lend or deploy offering proceeds through affiliated entities and projects. TCL, its manager, its principals and its affiliates may therefore have conflicts of interest, including interests relating to loan terms, collateral decisions, property transactions, refinancing, compensation, brokerage activity, expense reimbursement and the allocation of business opportunities. These conflicts and the Manager’s authority are described more fully in the applicable offering documents.

All payment obligations evidenced by TCL securities are solely obligations of TCL. Neither Oliver Thornton, Roy Carson “RC” Thornton, Thornton Capital Lending Manager LLC, nor any other manager, member, officer or affiliate personally guarantees payment unless that person expressly agrees otherwise in a separately executed written guaranty. Nothing in this disclosure or any agreement limits liability that cannot lawfully be waived, including liability arising from fraud, intentional misconduct, material misstatements or omissions, violations of applicable securities laws, or other nonwaivable duties.

Any projections, target returns, anticipated completion dates, refinancing plans, property values and other forward-looking statements are based on assumptions that may prove incorrect. Actual events and results may differ materially because of construction, entitlement, financing, interest-rate, market, property, borrower, affiliate, regulatory and other risks. TCL undertakes no obligation to update website information except as required by law.

This website does not provide investment, legal, accounting or tax advice. Prospective investors should review all definitive offering documents and consult their own independent legal, tax and financial advisers before investing. No person should rely on website content, social-media content, oral statements or marketing materials as a substitute for the definitive offering documents.

Prospective investors should transmit funds only pursuant to verified written instructions received through TCL’s approved closing process. Wiring instructions should be independently confirmed using a previously verified telephone number. Email instructions alone should not be relied upon. No investment is accepted until TCL confirms acceptance in writing and all required documentation and verification procedures have been completed.