TERMS AND CONDITIONS

Your access to and the use of the MBT Group (“we” or “us”) website located at www.mbtgroup.ca (the “Website”) is subject to the following terms and conditions, as well as all applicable laws. In consideration of making the Website available to you, you agree to comply by these Terms of Use, as amended from time to time. If you do not agree, do not use the Website.

The Website is for information purposes only and is not, and under no circumstances is to be construed as, an invitation to make an investment in the securities of MBT Group, or its related issuers (“Related Issuers”). Investing in securities involves risks. Purchases of securities must not be made on the basis of the information contained on the Website, but should refer to information in an Offering Memorandum or the appropriate disclosure applicable to an issuer. All information contained herein, while obtained from sources which are believed to be reliable, is not guaranteed as to its accuracy or completeness. 

You agree to access and use Website for lawful purposes, only. You are solely responsible for the knowledge of and adherence to any and all laws, statutes, rules, and regulations pertaining to your use of the Website. By accessing the Website, you agree that you will not:

• Use the Website to commit a criminal offense, or to encourage others to conduct acts that would constitute a criminal offense or give rise to civil liability;

• Post (or transmit) any unlawful, threatening, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane, or otherwise objectionable content;

• Use the Website to impersonate other parties or entities;

• Use the Website to upload any content that contains a software virus, such as a Trojan Horse or any other computer codes, files, or programs that may alter, damage, or interrupt the daily function of the Website (or the hardware/software of any other person who may access the Website);

• Upload, post, email, or otherwise transmit any materials, that you do not have the right to transmit under any law (or under any contractual relationship);

• Alter, damage, or delete any content posted on the Website;

• Disrupt the Website’s normal functionality in any way;

• Post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation;

• Post any material that infringes (or violates) the intellectual rights of others; or

• Collect (or store) personal information about others.

We may (in our sole discretion) suspend/terminate your access to or use of the Website without notification for any violation of these Terms of Use, or for other conduct that we deem harmful/unlawful to others. Note: In the event of termination, you are no longer authorized to access the Website, and we will use whatever means necessary to enforce this termination.

PAST PERFORMANCE MAY NOT BE REPEATED. Investing in securities 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 securities 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 securities of Related Issuers. The risks involved in this type of investment may be greater than those normally associated with other types of investments. 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. The recovery of an initial investment is at risk, and the anticipated return on such an investment is based on many performance assumptions. There can be no assurance that income tax laws and the treatment of mutual fund trusts will not be changed in a manner which adversely affects an investment. Please refer to the appropriate Offering Memorandum for a further discussion of the risks of investing in securities.

• The Website contains “forward-looking information” within the meaning of Canadian securities legislation. This information and these statements, referred to herein as "forward-looking statements", are made as of the date of this presentation or as of the date of the effective date of information described in this presentation, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects”, "anticipates", "plans", "projects", "estimates", "envisages", "assumes", "intends", "strategy', "goals", "objectives" or variations thereof or

• stating that certain actions, events or results "may", "can", "could, would', might or "Will be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking statements include, but are not limited to, statements with respect to potential returns, internal rate of return ("IRR") and appreciation of land values.

• Such forward-looking statements are based on a number of assumptions that may prove to be incorrect, including, but not limited to, that: the MBT Capital will be able to obtain the necessary financing; the timing of completion of the acquisition of an interest in the Property (as defined herein) will be as anticipated by the MBT Capital and as set forth in this presentation, the Property has potential for future development, the current and future state of the Greater Toronto Area residential real estate industry and the economy generally will be as anticipated by the partnership; anticipated increase in land values as a percentage of condominium values will be as anticipated by the partnership; anticipated and unanticipated costs will be within the amounts budgeted by the MBT Capital; results of operations will be within the amounts projected by the MBT Capital; business performance will be as anticipated by the partnership; projected financial performance will be within the amounts projected by the MBT Capital and investment analysis and business prospects and opportunities will be within the ranges projected by the MBT Capital.

• All forward-looking statements are based on current beliefs as well as various assumptions made by the Issuer and information currently available to it. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. The MBT Capital cautions any person reviewing this presentation not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates assumptions and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur, but also specifically include, without limitation, risks relating to the MBT Capital 's dependence on key personnel; access to capital; risk of investment in the business (including, without limitation, the risks inherent in the ownership of real property, including fluctuations in interest rates, fluctuations in or volatility of real estate markets, undisclosed liabilities relating to the MBT Capital 's assets and competition from other properties); financial illustration; fluctuations in capitalization rates; risk of change in investment return; potential for conflict of interest; tax related risks, as well as the various risk factors set forth in the Offering Memorandum.

• The foregoing list of factors that may affect future results is not exhaustive. When relying on the MBT Capital 's forward-looking statements, readers of this presentation should carefully consider the foregoing factors and other uncertainties and potential events. The MBT Capital does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the MBT Capital or on behalf of the MBT Capital except as may be required by law.

The Website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. You are authorized to view, download and print portions of the Website solely for your personal and non-commercial use or as we otherwise permit, provided that you agree not to change or delete any copyright or proprietary notices from the materials. Any other use of materials on the Website, including: (1) reproduction, except as authorized herein; (2) modifications; (3) distributions; (4) republication; (5) transmission; (6) re-transmissions; (7) or public showing is strictly prohibited.

You may not remove or obscure the copyright notice or other notices contained in information or products retrieved from the Website.

All of our trademarks are protected by Canadian law. Unauthorized use of our trademarks is strictly prohibited. All other trademark, service marks, company names or company logos, as used or referenced in the Website, are the property of their respective owners.

We have the right to monitor any content that you provide. We reserve the right to delete, move, and/or edit any postings that come to our attention, which we consider to be unacceptable or inappropriate whether for legal or other reasons.

Any ideas, proposals, and/or other information submitted or collected on the Website shall be considered non-confidential. By submitting information to the Website, or directly to us, you agree that we shall not be under any obligation of confidentiality or non-use, express or implied, with respect to any submissions, and we may disclose or use any submission for any purpose whatsoever, at its sole discretion, with no obligation, express or implied, to compensate or work with the person or entity that supplied the information, idea and/or proposal in any manner.

The content of the pages of this website is for your general information and use only. It is subject to change without notice. While information on the Website is intended to be accurate, no representation or warranty is made with respect to the accuracy or reliability of such information. We endeavor to display all information correctly, but occasionally the posted information may not be accurate. Product, service and other information provided are subject to change without notice. Errors will be corrected where discovered, and we reserve the right to revoke any stated offer and to correct any errors, inaccuracies or omissions.

Except to the extent that information is set forth in a current Offering Memorandum, prospective purchasers of securities 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 investor 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 particular securities may be lawfully sold in the jurisdiction where they are resident and to receive the appropriate investment, financial, legal, tax or accounting advice.

From time to time the Website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).

If you are under the age of majority in Ontario or your jurisdiction of residence, you may use the Website only with involvement of a parent or legal guardian. IF YOU ARE UNDER 13 YEARS OF AGE, THEN PLEASE DO NOT USE THE WEBSITE. Talk to your parents about what sites are appropriate for you.

Your use of any information or materials on the Website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through the Website meet your specific requirements.

UNDER NO CIRCUMSTANCES WILL WE, OUR PARTNERS, EMPLOYEES, REPRESENTATIVES, OR ANY OTHER PERSON, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THE WEBSITE OR THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUES, LOSS OF PROFITS, BUSINESS INTERRUPTION OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE INCLUDING, WITHOUT LIMITATION, (1) THE USE OF OR INABILITY TO USE THE WEBSITE; (2) ANY CONTENTS OR MATERIALS DOWNLOADED FROM THE WEBSITE, AND ANY LINKS PROVIDED ON THE WEBSITE; (3) ANY INACCURACY, ERROR OR OMISSION IN RELATION WITH THE TIPS, ADVICE, GUIDES AND OTHER INFORMATION CONTAINED ON THE WEBSITE OR IN RELATION WITH ANY DELAY IN THEIR TRANSMISSION OR DELIVERY, (4) ANY WORK INITIATED BY YOU AND BASED ON THE DIRECTIONS CONTAINED ON THE WEBSITE OR RESULTING DIRECTLY OR INDIRECTLY FROM THE USE OF THE INFORMATION CONTAINED ON THE WEBSITE; AND (5) ANY TRANSACTION CONDUCTED ON THE WEBSITE.

Unauthorized use of the Website may give rise to a claim for damages and/or be a criminal offence.

You agree to indemnify, defend and hold harmless us and our affiliated companies and each of their respective partners, officers, directors, employees, agents, and licensors from and against all losses, claims or demands, including reasonable legal fees, made resulting from content you submit or transmit through the Website, your use of the Website, your violation of these Terms of Use, or your violation of any rights of another.