DISCLAIMER
The information contained in this presentation is proprietary, commercially sensitive and highly confidential and is intended for use only by the recipient and the recipient’s professional advisors who are bound by confidentiality obligations solely in connection with their consideration of the investment opportunity described herein. By its acceptance hereof, the recipient agrees that neither it nor any of its employees or advisors shall use the information for any purpose other than as expressly permitted herein, nor shall it divulge the information or distribute this document to any other party, in whole or in part, at any time without the prior written consent of Roxborough Capital Corp. (“Roxborough Capital”). In furnishing this document, Roxborough Capital does not undertake any obligation to provide the recipient with access to any additional information.
This presentation was prepared exclusively by Roxborough Capital for the benefit and internal use of the person to whom it is directly addressed (“you” or the “recipient”) and delivered in order to assist you in evaluating, on a preliminary basis, the feasibility of investing in the Roxborough Mortgage Fund LP (the “Fund”).
This presentation is for the confidential use of only those persons to whom it is delivered in connection with the proposed offering of the Fund. This presentation is not to be used for any other purpose or made available to anyone not directly concerned with the decision regarding such potential purchase. By their acceptance of the delivery of this presentation, recipients agree that this presentation is personal to them, that they will not transmit, reproduce or make available to anyone this presentation or any information contained herein, nor will recipients use such information for any purpose other than for making an investment decision regarding the prospective purchase of the securities of the Fund. Distribution of this presentation or of any of the contents herein by recipients to any person other than those persons retained to advise them is prohibited without Roxborough Capital’s prior written consent.
An investment in a Fund is highly speculative and involves a number of risks, including due to the nature of the Fund’s business and the risks inherent in the Fund’s investment strategies. Only purchasers who are willing to rely solely upon the ability, expertise, judgment, discretion, integrity and good faith of the management of the Fund, who do not require immediate liquidity of their investment and who can afford a total loss of their investment should consider an investment in the Fund. Prospective purchasers should consult with their own professional advisors to ascertain and assess the income tax, legal, risks and other aspects of their investment in a Fund.
This presentation does not provide disclosure of all information required for a purchaser to make an informed investment decision. Purchasers should consider the risk factors relating to the Fund and the securities offered described below before making an investment decision. No person is authorized to give any information or make any representation not contained in this presentation in connection with the proposed offering of the securities described herein and, if given or made, any such information or representation may not be relied upon.
This presentation contains statistical data and comparative information that were obtained from government, company public disclosures or other industry publications and reports or are based on estimates derived from such publications and reports. Government and industry publications and reports generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information. While Roxborough Capital believes this data to be reliable, market and industry data is subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Roxborough Capital has not independently verified any of the data from independent third-party sources referred to in this document or ascertained the underlying assumptions relied upon by such sources. Neither Roxborough Capital nor any of its respective employees, affiliates, advisors or representatives makes any representations (express or implied) as to the accuracy or completeness of such information contained herein and nothing contained herein is or shall be construed or relied upon as, a representation, whether as to the past, present or future.
This document does not constitute any form of commitment, recommendation, representation, or warranty on the part of any person. No reliance should be placed on the completeness of the information contained in this document.
No securities regulatory authority or regulator has assessed the merits of the securities referenced herein or reviewed this document. Any sale or an offer to sell a Fund’s securities will only be made where they may be lawfully offered for sale and, in such jurisdictions, only by persons permitted to sell such securities. The securities referred to herein may only be sold to prospective purchasers who reside in certain provinces and territories of Canada and who meet certain eligibility criteria on a basis which is exempt from the prospectus requirements of applicable Canadian securities laws. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act).
Certain statements in this presentation may constitute “forward-looking statements.” Words such as “expects”, “anticipates”, “plans”, “targets”, “believes”, “estimates”, “will”, “may”, “can”, “could”, “would” and variations of these words and similar expressions are intended to identify forward-looking statements, which include but are not limited to: the Fund’s intentions and expectations concerning its ability to raise capital under the prospective offering; how the proceeds of the offering will be used; the investment objectives, strategies and focus of the Fund; the expectation, timing, method and payment of distributions; the composition of the advisory committee of the Fund and role of the advisory committee; the investment process and risk management techniques utilized by the Fund; the benefits of investing in the Fund compared to other private mortgage funds; the tax treatment of investments in the Fund and distributions; liquidity of investments in the Fund; the status of the Trust as a mutual fund trust under the Income Tax Act (Canada) and the eligibility of investments in the Trust for registered plans; the target composition of the portfolio held by the Fund, including the types of mortgages, mortgage metrics, geographical mix and position; the qualitative and quantitative underwriting criteria used to determine investments of the Fund; the flow of income and fees to the purchasers through the Fund; the projected income, performance and target return or net yield of the Fund; and the performance benefits of participating in the distribution reinvestment plan of the Fund.
Forward-looking statements are based on a number of assumptions which have been used to develop such statements but which may prove to be incorrect. Assumptions have been made by Roxborough Capital regarding, among other things: supply and demand of mortgages in the Fund’s target market; use of proceeds of the offering; the business to be conducted by the Fund; the general stability of the economic and political environment in which the Fund operate; the Fund’s investment objectives and investment strategies; timing and payment of distributions; consistent treatment under governmental regulatory regimes (including HST removal), securities laws and tax laws (including treatment of mutual fund trusts and registered plans); the strategies imposed by the Fund will mitigate risks; the ability of Roxborough Capital to obtain and retain qualified staff, licenses, brokers and provide services in a timely and cost efficient manner; and the stabilization of interest rates. These assumptions are based on information currently available to Roxborough Capital, including information obtained by Roxborough Capital from third-party sources.
The forward-looking statements contained in this presentation reflect the current beliefs of the Manager with respect to future events and is based on information currently available. The forward-looking statements involve significant known and unknown risks, uncertainties and assumptions. Many factors could cause the Fund’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, without limitation: general business, economic, competitive, political and social uncertainties; the lack of available capital; Roxborough Capital’s ability to execute the Fund’s investment strategies; the timing of investment in mortgages and anticipated maturity and terms of same; the Fund’s and Roxborough Capital’s reputation; distributions are not guaranteed; reliance on Roxborough Capital; concentration of investments in the portfolio; longer term commitment being required for investing in the Fund; retention of certain key principals of Roxborough Capital and the advisory committee; conflicts of interest involving certain directors, officers or employees of Roxborough Capital and its affiliates; the ability of Roxborough Capital to obtain qualified staff, licenses, brokers and provide services in a timely and cost-efficient manner; the impact of taxes on the Fund; and the Fund’s treatment under governmental regulatory regimes, securities laws and tax laws. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements contained herein. Readers are cautioned that the foregoing list of factors is not exhaustive.
This presentation also contains information or disclosure that may constitute future-oriented financial information and financial outlook information under applicable Canadian securities laws (collectively, “FOFI”) about the Fund’s prospective results, which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth for forward-looking statements herein. FOFI contained in this presentation is provided for the purpose of providing further information about the Fund’s business operations and anticipated results of the projects. Recipients of this presentation are cautioned that the FOFI contained in this presentation should not be used for purposes other than for which it is disclosed herein. All forward-looking statements and FOFI speak only as of the date of this document. Roxborough Capital disclaims any intent or obligation to supplement or update any information, including forward-looking statements, in this presentation or any other written or oral communication transmitted or made available in relation to the Fund, whether as a result of new information, future events or otherwise, unless otherwise required by law.
Although Roxborough Capital believes that the expectations reflected in the forward-looking statements and FOFI are reasonable, it cannot guarantee future results. There can be no assurance that such forward-looking statements and FOFI will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Because of the risks, uncertainties and assumptions inherent in forward-looking statements and FOFI, prospective purchasers should not place undue reliance on forward-looking statements or FOFI.
Drake Financial Ltd. (“Drake”) may act as the exempt market dealer in the distribution of securities of the Fund. The Fund may be considered to be a connected and related issuer of Drake under applicable legislation.
The information in this presentation reflects prevailing conditions and Roxborough Capital’s views as of this date, all of which are subject to change. Roxborough Capital’s opinions, projections, targets and estimates constitute Roxborough Capital’s judgment and should be regarded as indicative, preliminary and for illustrative purposes only.
Accessing or using the information provided does not establish a client-advisor or professional relationship with Roxborough Capital or the Fund. The information presented is for general informational purposes only and should not be considered as a substitute for professional advice. It is strongly advised that purchasers consult with qualified professionals, including legal and tax advisors. These professionals can provide specific advice tailored to the unique circumstances and help navigate the complexities associated with such transactions.
Nothing herein should be construed as investment, regulatory, tax, accounting or legal advice and the information herein does not take into account your investment objectives or regulatory, tax, accounting or legal situation or particular need. You are solely responsible for forming your own opinions and conclusions on such matters and for making your own independent assessment of the information set out in this presentation. Roxborough Capital expressly disclaims any liability resulting from the use of the information contained herein or otherwise supplied or resulting from the failure to supply additional information.
Roxborough Capital believes that the materials in this presentation must be considered as a whole and that selecting portions of the analyses and the factors considered by Roxborough Capital, without considering all of the factors and analyses together, could create a misleading view of the presentation. The preparation of a presentation such as this is complex and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lend to undue emphasis on any particular factor or analysis. Prospective purchasers should read the entire presentation, the term sheet with respect to the Fund, the material documents and consult with their own professional advisors to ascertain and assess the income tax, legal, risks and other aspects of their investment in the Fund.
This document is not intended to be a comprehensive review of all matters concerning the Fund.
By accessing or using this information, you acknowledge and agree to the terms of this disclaimer. Any decisions or actions taken based on the information provided are done so at your own risk, and we disclaim any liability for any consequences arising from such decisions or actions.
STATUTORY RIGHTS
Securities legislation in certain of the provinces and territories of Canada provides purchasers with a statutory right of action for damages or rescission in cases where an offering memorandum or any amendment thereto contains an untrue statement of a material fact or omits to state a material fact that is required to be stated or is necessary to make any statement contained therein not misleading in light of the circumstances in which it was made (a "misrepresentation"). These rights, or notice with respect thereto, must be exercised or delivered, as the case may be, by purchasers within the time limits prescribed and are subject to the defenses and limitations contained under the applicable securities legislation. The following summary is subject to the express provisions of applicable securities legislation and the regulations, rules and policy statements thereunder. Purchasers should refer to the securities legislation applicable in their province or territory along with the regulations, rules and policy statements thereunder for the complete text of these provisions or should consult with their legal advisor. The statutory rights of action described below are in addition to and without derogation from any other right or remedy that purchasers may have at law.
If you are subject to the laws of Ontario or Saskatchewan, those laws provide, in part, that if there is a misrepresentation in an offering memorandum, which was a misrepresentation at the time that you subscribed for the securities, then you will be deemed to have relied upon the misrepresentation and will, as provided below, have a right of action against the issuer of the securities (and, in certain instances, other persons) in respect of the securities purchased by you for damages or, alternatively, while still the owner of any of the securities purchased, for rescission, in which case, if you elect to exercise the right of rescission, you will have no right of action for damages against the issuer of the securities, provided that: (1) no person or company will be liable if it proves that you purchased the securities with knowledge of the misrepresentation; (2) in the case of an action for damages, the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation; and (3) in no case will the amount recoverable in any action exceed the price at which the securities were purchased by you. In Ontario or Saskatchewan, in the case of an action for rescission, no action may be commenced more than 180 days after the date of the transaction that gave rise to the cause of action. In the case of any action other than an action for rescission, (A) in Ontario, no action may be commenced later than the earlier of (i) 180 days after you first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the date of the transaction that gave rise to the cause of action, and (B) in Saskatchewan, no action may be commenced later than the earlier of (i) one year after you first had knowledge of the facts giving rise to the cause of action; or (ii) six years after the date of the transaction that gave rise to the cause of action.
If you are subject to the laws of any other province or territory, reference should be made to the full text of the applicable provisions of the securities legislation in such provinces or territories or consultation should be undertaken with professional advisors