DISCLAIMER

This document is confidential and may not be reproduced or redistributed. The information presented herein has been prepared for informational purposes only and is not an offer to buy or sell, or a solicitation of an offer to buy or sell any security or fund interest or any financial instrument and is not to be considered investment advice. This presentation is for institutional use only and is not to be distributed to any party other than its intended recipient. The following materials present information regarding a proposed creation of a special purpose vehicle (the “Issuer”) which would offer securities (the “Securities”) to indirectly finance its acquisition of a portfolio of financial assets to be selected and managed by the portfolio manager referred to herein (the “Manager”). These materials have been prepared to provide preliminary information about the Issuer and the transactions described herein to a limited number of potential underwriters of the Securities for the sole purpose of assisting them to determine whether they have an interest in underwriting the Securities.

ISSUER DISCLAIMER

IMPORTANT INFORMATION:
This communication is for informational purposes only and is not, under any circumstances, an invitation to make an investment in MBT Partners Inc. or one of its Related Issuers. Investing in a Related Issuer carries risks. Recipients of this document who are contemplating investing in a Related Issuer are reminded that any such purchase must not be based on the information contained in this document but are referred to in a Confidential Offering Memorandum, provided to you by the Related Issuer ("Offering Memorandum"). A copy of the Offering Memorandum may be obtained upon request made to the attention of MBT Capital Inc. All information contained herein, while obtained from sources believed to be reliable, is not guaranteed as to its accuracy or completeness.

There is currently no secondary market through which trust units of Related Issuers may be sold, and there can be no assurance that any such market will develop. A return on an investment in trust units is not comparable to the return on an investment in a fixed-income security. The recovery of an initial investment is at risk, and the anticipated return on such an investment is based on many performance assumptions. Although the Related Issuers intend to make distributions of its cash to unitholders, such distributions may be reduced or suspended. The actual amount distributed will depend on numerous factors, including the financial performance of the Related Issuer, debt covenants and obligations, interest rates, working capital requirements, and future capital requirements. 

In addition, the market value of the Related Issuer’s trust units may decline if the Related Issuer is unable to meet its cash distribution targets in the future, and that decline may be material. It is important for an investor to consider the particular risk factors that may affect the industry in which it is investing and therefore the stability of the distributions that it receives. There can be no assurance that income tax laws and the treatment of mutual fund trusts will not be changed in a manner that adversely affects the Related Issuers.

While information on this website is intended to be accurate, no representation or warranty is made with respect to the accuracy or reliability of such information. Except to the extent that information is set forth in the most current Offering Memorandum, prospective purchasers of securities of Related Issuers should not rely on the information contained on this website.

Nothing on this website is intended to constitute investment, financial, legal, tax, or accounting advice. Prospective investors should contact their own professional or other advisors, or a securities dealer appropriately registered in the jurisdiction in which they are resident, to determine whether securities of Related Issuers may be lawfully sold in the jurisdiction where they are resident and to receive the appropriate investment, financial, legal, tax, or accounting advice.

PAST PERFORMANCE MAY NOT BE REPEATED. Investing in trust units of Related Issuers can involve significant risks, and the value of an investment may go down as well as up. There is no guarantee of performance. An investment in a Related Issuer is not intended as a complete investment program and should only be made after consultation with independent investment and tax advisors. Only investors who do not require immediate liquidity of their investment should consider a potential purchase of trust units in Related Issuers. The risks involved in this type of investment may be greater than those normally associated with other types of investments. Please refer to the Offering Memorandum for a further discussion of the risks of investing in the Related Issuer.

This communication contains "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information may relate to future events or the Related Issuer’s performance. Forward-looking information includes, but is not limited to information regarding the Related Issuer’s distributions, growth potential and volatility, investor returns, ability to achieve operational efficiencies and other statements that are not historical facts. These statements are based upon assumptions that management of the Related Issuer believes are reasonable, but there can be no assurance that actual results will be consistent with these forward-looking statements. 

Forward-looking information involves numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the forward-looking statements will not occur and may cause actual results to differ materially from those anticipated in such forward-looking statements. Some of these risks are discussed in the section "Risk Factors" in the Offering Memorandum. These forward-looking statements are made as of the date of this communication, and the Related Issuer is not under any duty to update any of the forward-looking statements after the date of this communication other than as otherwise required by applicable legislation.