Important Risk Factors & Disclosures​​

Prospective investors should consider the investment objectives, risks and charges and expenses of Blue Bridge Financial, Inc. (Blue Bridge) carefully before investing. Blue Bridge’s Private Placement Memorandum (Memorandum) contains information about these important issues as well as other information about Blue Bridge. A Memorandum for Blue Bridge may be obtained by calling Patrick Capital Markets, LLC at (314) 528-3000.

Risk Factors: An investment in Blue Bridge is speculative, illiquid, and involves a high degree of risk as well as the potential loss of an investor’s entire investment. A prospective investor must consider, understand and be comfortable with such risks, as discussed further below and in the Memorandum. These risks include, but are not limited to, the following:
• No public market currently exists for Blue Bridge’s shares (the Shares), and Blue Bridge has no current plans to list any of its Shares on a national securities exchange.
• The loss of any member of Blue Bridge’s management team or their inability to attract and retain highly skilled individuals at all levels could adversely affect company business.
• Blue Bridge may not be able to successfully execute its business plan.
• The availability of credit facilities is not guaranteed.
• State law and other factors may impede recovery efforts and affect the ability of Blue Bridge to recoup the full amount due on the loans made by Blue Bridge.
• Losses and delinquencies on the loans may differ from the Company’s historical loss and delinquency levels.
• Default or insolvency of obligors may reduce payments made on loans made by Blue Bridge.
• Federal financial regulatory reform and other federal, State and local laws could have a significant impact on Blue Bridge.
• The Offering price of the Shares was not established on an independent basis; the actual value of an investment may be substantially less than what an Investor pays for the securities.
• Distributions are not guaranteed and are dependent on Blue Bridge’s revenues and overall profitability, resulting in potential inability to realize sufficient income or asset sales for delivering to investors any preferred return or return of principal.

Disclosures: This information is not, and should not be deemed to construe, an offer to sell or a solicitation of an offer to purchase any security. Offers will only be made through the Memorandum to suitable investors and where permitted by law. Nothing herein constitutes investment, legal, accounting or tax advice, or a recommendation to buy, sell or hold a security. This information should not be construed as advice designed to meet the particular investment needs of any investor. No recommendation or advice is being given as to whether any investment or strategy is suitable for a particular investor. Neither the SEC nor any state securities commission has approved or disapproved of Blue Bridge’s securities or determined if the Memorandum is truthful or complete. Any representation to the contrary is a criminal offense. Certain statements contained in this document constitute “forward-looking statements” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Any such statements, performance projections and results contained in the enclosed material are based upon assumptions, some of which will vary, perhaps materially, from actual events and should in no event be viewed as predictions or representations as to actual performance. As well, such projections are not prepared to comply with any specific rules or guidelines or the reporting standards of the SEC, GAAP, the AIMR, or any other regulatory agency or trade organization, all of which may be applicable to the presentation of such information. Past performance does not guarantee future results. Certain states may have different suitability requirements. Please see the Memorandum for additional information.

Important Investor Notice ​​

This offering is being made pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933 and is available only to investors who qualify as “accredited investors” under applicable SEC rules. All purchasers will be required to provide information sufficient to verify their accredited investor status.

The shares offered through the Memorandum have not been registered under the Securities Act of 1933, as amended, or the securities laws of certain states, and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such laws.

The securities are being offered and sold in reliance upon an exemption from registration provided by Rule 506(c) of Regulation D under the Securities Act and other applicable exemptions.

The securities constitute “restricted securities” within the meaning of Rule 144 under the Securities Act. The securities may not be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of unless they are registered under the Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

There is no assurance that any public or other market for the securities will develop or, if a market develops, that it will continue. Accordingly, investors should be prepared to hold the securities for an indefinite period of time and should not invest unless they can bear the economic risk of the investment, including the possible loss of their entire investment.

Any resale or other transfer of the securities may also be subject to additional restrictions contained in the issuer’s organizational documents, subscription agreement, shareholders’ agreement, policies, or other applicable agreements.

The shares have not been approved or disapproved by the Securities and Exchange Commission or other regulatory authorities, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of shares hereunder or the accuracy or adequacy of the Memorandum. Any representation to the contrary is unlawful. Blue Bridge Financial, Inc. will not be registered under the Investment Company Act of 1940, as amended. The Memorandum does not constitute an offer or solicitation in any state or in any other jurisdiction in which such an offer or solicitation is not authorized.

An investment in these securities may involve a substantial risk of loss. You should review the entire contents of the Memorandum, including the risks set forth on page herein before making your investment decision.

No representation or warranty is made regarding future performance or investment returns. Prospective investors should review the complete offering materials and consult their own legal, tax, and financial advisers before investing.

​PCM serves as Managing Dealer and is compensated by Blue Bridge in connection with the offering. See the PPM

Offered under Rule 506(c) to verified accredited investors only. The Shares are unregistered, restricted, illiquid and speculative, and involve a high degree of risk, including loss of the entire investment; dividends and redemptions are not guaranteed. Offers are made only by the Private Placement Memorandum. See Disclosures.