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READY CAPITAL MORTGAGE
INVESTMENT TRUST CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2019
INDEX Page
Independent
Auditor's Report 1 - 3 Consolidated
Statement of Financial
Position 4 Consolidated Statement of Comprehensive Income 5 Consolidated Statement of Changes in Net Assets Attributable to Holders of Redeemable Units 6 Consolidated
Statement of Cash Flows 7 Notes to the Consolidated Financial Statements 8 - 22
INDEPENDENT AUDITOR'S
REPORT
To the Trustees of Ready Capital Mortgage
Investment Trust Opinion We have audited the consolidated financial
statements of Ready Capital Mortgage Investment Trust (the "Trust"), which comprise the consolidated statement
of financial position
as at December 31, 2019 and the consolidated
statement of comprehensive income and the consolidated statement of changes in
net assets attributable to holders of redeemable units and consolidated statement of cash flows for the period from the date
of trust inception on January 24, 2019 to December 31, 2019, and notes to the
consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the
accompanying consolidated financial statements present fairly, in all material
respects, the financial position
of the Trust as at December 31, 2019, and its financial
performance and its cash flows for the period then ended in accordance with International Financial Reporting Standards (IFRS).
Basis for Opinion
We conducted our audit in accordance with Canadian generally
accepted auditing standards. Our responsibilities under those standards are further
described in the Auditor's
Responsibilities for the Audit of the Financial
Statements section
on our report. We are independent of the Trust in accordance with the ethical
requirements that are relevant to our audit of the consolidated financial
statements in Canada, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and Those Charged
with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation
of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, management
is responsible for assessing the Trust's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either
intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Trust's financial
reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable
assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor's
report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit
conducted in accordance with Canadian
generally accepted auditing standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with
Canadian generally accepted auditing standards, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:
·
Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting
a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
·
Obtain an understanding of internal control
relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Trust’s internal control.
·
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
·
Conclude on the appropriateness of
management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Trust’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor's
report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Trust to
cease to continue as a going concern.
·
Evaluate the overall presentation, structure
and content of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying
transactions and events
in a manner that achieves fair presentation.
We communicate with those charged with
governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
Chartered Professional Accountants Licensed Public Accountants
Toronto,
Ontario March 28, 2020
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT DECEMBER 31, 2019
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD
FROM JANUARY 24, 2019 TO DECEMBER 31, 2019
2019 (11 Months)
Revenue Interest for distribution purposes,
note 6 $ 585,389 Lender fee income 201,883 Redemption charges
7,919 795,191
Expenses Commissions, note 6 120,773 Trustee management fees, note 6 117,654 Professional fees 83,256 Mortgage administrative fees 10,000 Bank charges 1,555 Marketing
463 333,701 Expenses waived or absorbed by the trust manager, note 6
(29,689)
304,012 Comprehensive income
attributable to holders of redeemable units $ 491,179
Comprehensive
income attributable to holders of redeemable units Trust unitholders $ 491,172 Non-controlling interest
7
$ 491,179
Comprehensive
income attributable to holders of redeemable
units per unit Trust unitholders $ 8.11 Non-controlling interest $ -
READY CAPITAL MORTGAGE
INVESTMENT TRUST CONSOLIDATED
STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO REDEEMABLE TRUST UNITHOLDERS FOR THE PERIOD FROM JANUARY
24, 2019 TO DECEMBER 31, 2019
See accompanying notes to the consolidated financial
statements 6.
CONSOLIDATED STATEMENT
OF CASH FLOWS FOR THE PERIOD FROM JANUARY
24, 2019 TO DECEMBER 31, 2019
2019 (11 Months)
See accompanying notes to the consolidated financial
statements
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
1.
THE TRUST
Ready Capital Mortgage Investment Trust (the
"Trust") was settled as an unincorporated open-ended investment trust under the laws of the
Province of Ontario pursuant to a Declaration of Trust dated January 24, 2019. The investment goal of the Trust is to finance
prudent conventional mortgages
secured by real property
situated in Canada. The Trust is the sole limited partner in Ready Capital
Mortgage Limited Partnership (the "Partnership"). The Trust aims to provide
its unitholders with stable and secure returns while preserving its investable
capital. The term of the Trust is indefinite, subject to certain conditions. The Trust is not a reporting
issuer in any province or territory of Canada. The Trust is not a trust company and does not carry on business
as a trust company, and therefore, is not registered under applicable legislation as a trust company
in any jurisdiction.
The Limited
Partnership is a non-bank provider of mortgage loans and will make monthly cash distributions to the Trust and its trust unitholders from income of the Partnership. In the ordinary
course of business the Trust
will distribute all of the distributable cash calculated in accordance with its distribution
policy. The principal place of
business of the Trust is located at 4491 Highway 7, Unionville, Ontario L3R 1M1.
Christine Xu, Martin Reid and Ronald Cuadra
are the trustees of the Trust. Rite
Alliance Management Inc., (a company controlled by the trustees) is the Trust Manager of the
Trust.
2.
SIGNIFICANT
ACCOUNTING POLICIES
Statement of Compliance with International Financial Reporting Standards
These consolidated financial
statements have prepared
using accounting policies
consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB").
These consolidated financial statements were
authorized to issue by the Trust Manager on March 28, 2020.
Basis of preparation
These consolidated financial statements have been prepared on a historical cost basis except
for financial instruments that have been measured at
fair value. In addition, these
consolidated financial statements have been prepared using
the accrual basis of accounting, except for cash flow information.
These consolidated financial statements have
been prepared on the basis of IFRS standards that are published at the time of preparation and that are effective as
at December 31, 2019, the Trust 's annual reporting date.
These consolidated financial statements are
presented in the functional currency of the Trust, Canadian dollars.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Principles
of Consolidation
These consolidated financial statements
include the accounts of the Trust and Ready Capital Mortgage Limited
Partnership (the
"Partnership"). The Trust
owns 100% of the Class A LP units of the Partnership. The minority interest reflected in these
consolidated financial statements represents the interest of the General Partner in the Limited Partnership. In accordance with the Limited Partnership agreement the General Partner is entitled
to 0.001% of the Limited Partnership earnings.
All inter- company accounts
and transactions have been eliminated on consolidation.
Financial instruments
IFRS 9, Financial Instruments – Classification and Measurement (“IFRS
9”) requires financial
assets to be classified as amortized cost, fair
value through profit or loss (“FVTPL”), or fair value through other comprehensive income (“FVOCI”) based on
the entity’s business model for managing financial assets and the contractual cash flow characteristics of these assets. Assessment of the business
model approach in use is an accounting judgment. Fair value changes for financial
liabilities at FVTPL, which are attributable to changes in the entity's
own credit risk, are to be presented
in other comprehensive income unless they
affect amounts recorded in income. Financial
assets and liabilities are recognized in the
consolidated financial statements when the Trust becomes a party to the
contractual provisions of the instruments. The Trust Manager has designated its cash as financial assets at FVTPL, which is measured at fair value. The Trust only measures debt instruments at amortized cost if both of the following conditions are met:
•
The financial asset is held within a business
model with the objective to hold financial assets in order to collect
contractual cash flows. •
The contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments
of principal and interest (“SPPI”)
on the principal amount outstanding.
Business model assessment:
The Trust determines its business model
at the level that best reflects how it manages
groups of financial assets to achieve its business objective. The business model
is not assessed on an instrument-by- instrument basis, but at a higher level of aggregated
portfolios and is based on observable factors
such as:
•
How the performance of the business
model and the financial assets
held within that business model are evaluated and reported to the entity’s
key management personnel; •
The risks that affect the performance of the business
model (and the financial assets
held within that business
model) and, in particular, the way
those risks are managed; •
How managers of the business
are compensated (for example, whether
the compensation is based on the fair value of the assets managed or on the contractual cash flows collected); and •
The expected frequency, value and timing of sales.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) The SPPI test: As a second step of its classification
process, the Trust assesses the contractual terms of financial instruments to identify whether they meet the SPPI test.
“Principal” for the purpose of this test is
defined as the fair value of the financial asset at initial recognition and may change over the life
of the financial asset (for example, if there are repayments of principal or amortization of the premium/discount).
In contrast, contractual terms that introduce
more than a minimal exposure to risks or volatility in the contractual cash flows that are unrelated
to a basic lending arrangement do not give rise to contractual cash flows that are SPPI on the principal
amount outstanding. In such cases, the financial
asset is required
to be measured
at FVTPL.
Management has performed the business model
assessment and SPPI test and concluded that the mortgages are financial
assets carried at amortized cost.
IFRS 9 requires that an entity recognizes an allowance for expected credit losses on financial assets which are measured at amortized costs or FVOCI.
Financial assets held by the Trust which are measured at FVTPL are not subject to the impairment requirements.
The Trust applies an expected credit loss
(“ECL”) model, where credit losses that are expected to transpire in future years irrespective of whether a loss event
has occurred or not as at the statement of financial
position date, are provided for. The Trust assesses and segments its loan
portfolio into performing (Stage 1),
under-performing (Stage 2) and non-performing (Stage 3) categories as at each statement of financial position date. Loans are categorized as under-performing
if there has been a significant
increase in credit risk. The Trust utilizes internal risk rating changes,
delinquency and other identifiable risk factors to determine when there has been a significant increase
or decrease in the credit
risk of a loan. Indicators of
a significant increase in credit risk include a recent degradation in internal partnership risk rating based on the
Trust’s custom behaviour credit scoring model, non-sufficient fund (“NSF”) transactions, delinquency and
adjustments to the loan’s terms. Under-performing
loans are recategorized to performing only if there is deemed
to be a substantial decrease
in credit risk. Loans are categorized as non-performing if there is objective evidence
that such loans will
likely charge-off in the future which the Trust has determined to
be when loans are delinquent for greater than 30 days. For performing loans, the Trust
is required to record an allowance for loan losses equal to the expected
losses on that group of loans
over the ensuing twelve months. For
under-performing and non-performing loans,
the Trust is required to record an allowance for loan losses equal to the
expected losses on those groups of loans over their remaining
life.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) The SPPI test: (Continued...) The Trust does not provide any additional credit
to borrowers who are delinquent. In order for additional credit
to be advanced to a borrower, they must be current on their pre-existing loan and meet the Trust’s
credit and underwriting requirements. In limited
situations, the Trust may amend the terms of a loan for customers
that are current or are in arrears as a means to ensure the customer remains
able to repay the loan.
The key inputs in the measurement of ECL allowances
are as follows:
•
The probability of default is an estimate of the likelihood of default over a given time horizon; •
The exposure at default is an estimate of the exposure at a future default
date; •
The loss given default is an estimate of the loss arising
in the case where a default occurs at a given time; and •
Forward-looking indicators (“FLIs”).
Ultimately, the ECL is calculated based on the
probability weighted expected cash collected shortfall against the carrying value of the loan and considers reasonable
and supportable information about past events,
current conditions and forecasts of future events and economic conditions that
may impact the credit profile of the
loans. Forward-looking information is
considered when determining significant increase in credit risk and measuring expected
credit losses. Forward-looking
macroeconomic factors are incorporated
in the risk parameters as relevant. From an analysis of historical data,
General Partner has identified and
reflected in the Trust’s ECL allowance those relevant FLIs variables that
contribute to credit risk and losses
within the Partnership’s loan portfolio. Within
the Trust’s loan portfolio, the most highly
correlated variable is real estate prices.
With respect to consolidated financial
statements items classified as loans and receivable, the Trust considers both historical analysis and forward looking information in determining expected credit losses. As at the year end date, all loans and
receivables are due to be settled within the short term. The Trust considers
the probability of default and the capacity of counterparties to meet their contractual obligation in the near term.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) Financial
liabilities Financial liabilities are classified as
measured at amortized cost or fair value through profit or loss ("FVTPL"). A financial liability is classified as at
FVTPL if it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are
measured at fair value and net gains and losses, including any interest expense,
are recongized in profit or loss. Other
financial liabilities are subsequently measured
at amortized cost using the effective interest method. Interest expense is recognized in profit or loss. Any gain or loss
on derecognition is also
recognized in profit
or loss.
The Trust classified accounts payable
and accrued liabilities, unearned revenue and other holdbacks and distributions payable as measured
at amortized cost.
Derecognition
of financial instruments
A financial asset is derecognized when the rights to receive cash flows from the asset
have expired or the Company has transferred substantially
all of the risk and rewards of the asset. The
Trust assesses each reporting date whether there
is any objective evidence that a financial
asset is impaired, the impairment provision is based upon the expected
loss.
The Trust derecognizes a
financial liability when its contractual obligations are discharged or
cancelled or expire.
Cash
Cash consists of cash on deposit. Amounts are carried at fair value.
Offsetting of financial
instruments
Financial assets and financial liabilities are
offset and the net amount reported in the statement of financial position
if there is currently enforceable legal right to offset the recognized amounts
and there is an
intention to settle on a net basis, or to realize the asset and settle the
liability simultaneously. Quantitative information on the impact on the Trust's statement of financial position
if all amounts were set off is required.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...)
Revenue recognition
Revenue is recognized to the extent that it is
probable that the economic benefits will flow to the Trust and the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received,
excluding discounts, rebates
and other sales tax or duty.
Mortgage loan interest
is recognized in the period in which
it is earned if it is probable
that the Trust will collect
that interest.
Lender's fees are earned at
the inception of the mortgage loan. Such fees are accounted for on the accrual basis.
Discharge fees are earned when the mortgagees
repay the mortgage before the due date. Such fees are recorded on the accrual basis.
Redemption charges are earned when unitholders
redeem their units prior to their holding period as specified in the Trust Offering
Memorandum. Such fees are accounted
for on the accrual basis.
Provisions
The Trust recognizes a provision, if as a
result of a prior event, the Trust has a current obligation requiring the outflow of resources to settle. Provisions are recorded at the Trust Manager's best estimates of the most probable outcome
of any future settlement.
Valuation of redeemable units
The units of the Trust may be surrendered for
redemption at any time but will be redeemed only on a Valuation Date and at no other time. Distributions to Unitholders may be paid by cheque
or by issuance of additional Units. The Trust’s units are therefore classified as financial liabilities. The Trust’s units do not
meet the criteria in IAS 32 for classification as equity. The net asset value per unit is determined
as of the close of business,
monthly. The determination is made by
dividing the net assets attributable to holders
of redeemable units (“Net Asset Value”) of the Trust at that date by the total
number of units outstanding.
Comprehensive
income attributable to holders of redeemable units per unit
Comprehensive
income attributable to holders of redeemable units per unit as disclosed
in the statement of comprehensive income is calculated by dividing the comprehensive income
attributable to holders
of redeemable units
by the average number of units outstanding during the year.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Critical judgements and estimates
The preparation of
consolidated financial statements in conformity with International Financial
Reporting Standards,
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of consolidated financial statements, and the reported amounts of revenues and
expenses during the reporting period. The following
discusses the most significant accounting judgments and estimates
that the Fund has made in preparing the consolidated financial
statements:
Allowance for credit losses
Expected credit losses
method is applied in determining the allowance for credit losses on mortgage
loans receivable. The key inputs in the measurement of ECL
allowances, all of which are subject to accounting judgments, estimates and assumptions are discussed in, note 2.
Assessment as investment entity
The Trust Manager has concluded that the Trust
meets the characteristics and the definition of an investment entity, in that it has more than one investment and is managed
in accordance with the Trust's
investment guidelines; the investments are predominantly in the form of
mortgage loans. These conclusions will be reassessed on an annual
basis, if any of these
criteria or characteristics change.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
3.
MORTGAGE LOANS RECEIVABLE
As of December 31, 2019, the details of the mortgage loans receivable are as follows:
Interest Rate Terms Maturity date Type Amortized cost
$ 10,834,200
* - denotes related party transactions, see note 6
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
4.
TRUST UNITHOLDERS ENTITLEMENTS
The Trust unitholders' entitlements with respect to the net assets attributable to the holders of redeemable units and distribution of income are generally as follows:
a)
Ownership of assets The pro rata share of the net assets
attributable to holders of redeemable units of the Trust in the proportion that each Trust unitholder's capital
bears to the aggregate Trust's
capital.
b)
Allocation of net income or loss Net income of the Trust will be allocated on
an annual basis, in arrears, 99.999% to the Trust unitholders and 0.001% to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum. The Trust
Unitholders' share of the income and loss of the Trust is allocated to Trust unitholders in the
proportion to their ownership of redeemable units at the commencement of the period.
c)
Distributions of income On each distribution date, on or about the 10th day of each calendar month, distributable cash will be distributed
first, as to 99.999% to the Trust unitholders in proportion to the number of
units held by each Trust unitholder on the distribution record date immediately preceding date of such distribution; and second, as to 0.001%
to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum.
d)
Redemptions Trust unitholders may redeem the units by tendering to the Trust the redemption notice specifying the Trust unitholders wishes to have the units
redeemed by the Trust. Early redemption penalties may apply if the redemption notice is not delivered in the manner as
required in the Trust Offering Memorandum
Upon redemption, the Trust unitholders will
receive proceeds of redemption equal to aggregate fair value of the units, together with an amount equal to all
interest dividends declared thereon and remaining unpaid.
The Trustees have the right to require
a Trust unitholder to redeem some or all of the units owned by such Trust unitholder on a redemption
date designated by the Trustees at the fair value per unit thereof on such date, less all applicable
deductions and fees, by notice in writing to the Trust unitholder before
the date of redemption, which right may be exercised
by the Trustees in its absolute discretion.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
5.
UNITS ISSUED AND OUTSTANDING
The authorized capital of the Trust consists
of an unlimited number of trust units, issuable in series designated in one or more classes of
units. Each issued and outstanding
unit represents an undivided interest in the net assets of the Trust. The unit transactions for the period ended December 31, 2019 are as follows: Units outstanding, beginning of the period - Units issued during
the period 120,898 Units redeemed during the period
(5,752) Units outstanding, end of the period 115,146
6.
RELATED PARTY
TRANSACTIONS
Mortgage loans receivable includes a $700,000
mortgage loan issued to one of the Trustees.
For the period ended December
31, 2019, interest income of $11,655 was earned from such mortgage loan receivable.
During the period ended December 31, 2019, fees paid to the Trust Manager were as follows:
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
6.
RELATED PARTY TRANSACTIONS (Continued...)
The following are redeemable units held by the related party of the Trust:
2019 Unit held by the Trust Manager 1.00 Percentage of Unit held by the Trust Manager 0.00 %
2019 Units held by the Trustees 3,499.80 Percentage of units held by the Trustees 3.04 %
Trust management fees are measured at the
consideration prescribed by the offering documents of the Trust. When
related parties enter unitholder transactions with the Trust, the consideration
is the transactional NAV available to all other unitholders on the trade date.
7.
MINORITY INTEREST
The minority interest
represents the interest
of the Trust owned by the General
Partner of Ready Capital Mortgage Limited Partnership. During the period ended December 31, 2019,
the Trust allocated $7 of income to the minority
interest owner and as of December 31, 2019 it has capital
of $107 of the Trust.
8.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Fair value IFRS 7 requires that the Trust disclose
information about the fair value of its financial assets and liabilities. Fair value estimates are made at the statement of financial
position date based on relevant market information and information about the financial instrument.
Financial assets and liabilities recorded at
fair value in the Trust's statement of financial position are categorized based upon the level of judgment associated with the inputs used to measure their fair value.
Hierarchical
levels, defined by IFRS 7 and directly
related to the amount of subjectivity associated with inputs to fair valuation of these financial assets and liabilities, are as follows:
•
Quoted prices (unadjusted) in active markets
for identical assets or liabilities (Level 1); •
Inputs other than quoted
prices included in Level 1 that are observable for the asset
or liability, either
directly (i.e., as prices) or indirectly (i.e., derived from prices) (Level
2); and •
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
8.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)
The Trust Manager has determined that cash
amounting to $875,386 is and is classified as level 1 financial assets at fair value
through profit or loss, and mortgage loans receivable amounting to $10,834,200 is classified
as Level 2 financial assets at amortized
cost.
The Trust's financial instruments consist of
mortgage loans receivable, cash, interest and lender fee receivable, distributions payable, accounts payable
and accrued liabilities and unearned revenue and other holdbacks. It
is the Trust's opinion that due to the short term nature of these financial
instruments, the Fund is not exposed
to significant market price, currency, interest rate, liquidity, cash flow,
credit, and portfolio concentration risks arising from these financial instruments except as described below.
The fair value of these
financial instruments approximate their carrying values,
unless otherwise noted.
The amortized cost of the mortgage loans receivable is determined by discounting future
contractual cash flows under current financing
arrangements at discount
rates representing lending rates presently
available to the Trust
for loans with similar terms and maturity. The
discount rates are provided by the Trust Manager.
i)
Currency risk
The Trust may hold assets
and liabilities that are denominated in currencies other than the Canadian dollar - its functional currency. Consequently, the Trust
is exposed to risks that the exchange
rate of its currency relative to other currencies may change in a
manner that has an adverse effect on the value of the portion of the Trust's assets or
liabilities denominated in currencies other than Canadian dollars, absent any changes in market price or investment specific events.
The Trust has no material
exposure to currency risk as at December
31, 2019.
ii)
Interest rate risk
The Trust may invest in fixed and floating
rate securities and may provide mortgages at fixed or floating interest rates.
The income of the Trust
may be affected by changes
to interest rates relevant to particular financial instruments or as a result
of the Trust Manager being unable to secure similar
returns on the expiry of contracts or sale of securities. The value of fixed interest financial instruments may be affected
by interest rate movements or the expectation of such movement
in the future. As at December 31, 2019, 94.1% of net assets owned are held in mortgage
loans receivable and 7.6% of net assets owned are held in
cash. The remaining portion of the
Trust's net assets are substantially non-interest bearing financial instruments.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
8. FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT (Continued...)
ii)
Interest rate risk (Continued...)
iii) Liquidity risk
Liquidity risk is the possibility that
investments of the Trust cannot be readily converted into cash when required. The Trust may be subject
to liquidity constraints because of insufficient volume in the markets for the securities of the
Trust or the securities may be subject to legal or contractual restrictions on their resale. In addition, the Trust is exposed to
monthly cash redemptions of redeemable units. The units of the Trust are redeemed on demand at the current
net assets per unit at the option of the unitholder. Liquidity risk is managed by investing the
majority of the Trust’s assets in investments that are traded in an active
market and can be readily disposed. The Trust aims to
retain sufficient cash and cash equivalent positions to maintain liquidity;
therefore, the liquidity risk for the Trust is considered minimal.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
8. FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT (Continued...)
iv)
Cash flow risk
Cash flow risk is the risk
that future cash flows associated with a monetary financial instrument will fluctuate in amount. In the case of a floating
rate debt instrument, such fluctuations will result from a
change in the effective interest rate of the financial instrument, usually
without a corresponding change in its fair value.
v)
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge
an obligation and cause the other party to incur a financial
loss.
Financial assets which potentially expose the
Trust to credit risk consist principally of mortgage loans receivable. The
Trust seeks to mitigate its exposure to credit risk by performing credit
reviews on borrowers on a regular
basis.
As at December
31, 2019, the Trust had $10,834,200 representing 94.1% of the Trust's net assets in mortgage loans receivable. The Trust Manager has applies the expected credit loss model as
detailed note 2 - financial
instruments and has concluded that the mortgage loans receivable are classified under performing (stage 1) with no
interest delinquency issues and principal and interest are due within 12 months.
Therefore, $Nil has been provided
for allowance for expected credit
losses.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
8.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)
vi)
Concentration risk
Concentration
risk arises as a result of the concentration of exposures within the same category, whether
it is product type, industry
sector or counterparty type. As at December 31, 2019, $10,834,200 representing 94.1% of the Trust's net assets in mortgage loans receivable.
9.
CAPITAL MANAGEMENT
The Trust Manager considers the Trust’s
capital to consist of the issued units and the net assets attributable to participating unitholders.
The Trust Manager manages
the capital of the Trust in accordance with the Trust’s investment objectives, policies and restrictions, as outlined in the
Trust’s offering documents, while maintaining sufficient liquidity to meet participating withholder
redemptions.
The Trust does not have any externally imposed capital requirements.
10.
COMMITMENTS
a)
The Trust is committed to pay the Mortgage Administrator a fee of $1,000 per month.
b)
The Trust is committed to pay the Trust
Manager a monthly fee equal to 1/12th of 2.0% (plus HST) of the amount of the mortgage loans receivable. The mortgage management fee may be subject
to waiver or adjustment in accordance with the terms of the mortgage management agreement.
The Trust
has also committed to pay a performance fee equal to 20% of the aggregate net
returns of the Trust in excess
of 8% for the calendar year.
c)
The Trust may pay a commission to securities dealers
in connection with the unit subscriptions of up to 1% of the value of the securities purchased
in the unit offering.
11.
SUBSEQUENT EVENT
In early 2020 Covid 19 spread across
the majority of nations in the world. As a result, financial
markets worldwide have
experienced significant volatility. It
is unknown as to the long-term impacts of this
outbreak on the financial markets and the magnitude of unpredictability
in the short term. Accordingly the net assets values may fluctuate
in excess of the risks described in note 8 at December
31, 2019
READY CAPITAL MORTGAGE
INVESTMENT TRUST CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020
INDEX Page
Independent
Auditor's Report 1 - 3 Consolidated
Statement of Financial
Position 4 Consolidated Statement of Comprehensive Income 5 Consolidated Statement of Changes in Net Assets Attributable to Holders of Redeemable Units 6 Consolidated
Statement of Cash Flows 7 Notes to the Consolidated Financial Statements 8 - 25
INDEPENDENT AUDITOR'S
REPORT
To the Trustees of Ready Capital Mortgage
Investment Trust Opinion We have audited the consolidated financial
statements of Ready Capital Mortgage Investment Trust (the "Trust"), which comprise the consolidated statement
of financial position
as at December 31, 2020 and the consolidated
statement of comprehensive income and the consolidated statement of changes in
net assets attributable to holders
of redeemable units and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies.
In our opinion, the
accompanying consolidated financial statements present fairly, in all material
respects, the financial position
of the Trust as at December 31, 2020, and its financial
performance and its cash flows for the year then ended in accordance with International Financial
Reporting Standards (IFRS).
Basis for Opinion
We conducted our audit in accordance with Canadian generally
accepted auditing standards. Our responsibilities under those standards are further
described in the Auditor's
Responsibilities for the Audit of the Consolidated
Financial Statements section on our report. We are independent of the Trust in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We
believe that the audit evidence
we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and Those Charged
with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation
of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, management
is responsible for assessing the Trust's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either
intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Trust's financial
reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable
assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor's
report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit
conducted in accordance with Canadian
generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with
Canadian generally accepted auditing standards, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:
·
Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting
a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
·
Obtain an understanding of internal control
relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Trust’s internal control.
·
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
·
Conclude on the appropriateness of
management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Trust’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor's
report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Trust to
cease to continue as a going concern.
·
Evaluate the overall presentation, structure
and content of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying
transactions and events
in a manner that achieves fair presentation.
We communicate with those charged with
governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
Chartered Professional Accountants Licensed Public Accountants
Toronto,
Ontario March 30, 2021
CONSOLIDATED
STATEMENT OF FINANCIAL
POSITION AS AT DECEMBER 31, 2020
2020 2019
CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2020
2020 2019 (11 Months)
READY CAPITAL MORTGAGE
INVESTMENT TRUST
CONSOLIDATED
STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO REDEEMABLE TRUST UNITHOLDERS FOR THE YEAR ENDED
DECEMBER 31, 2020
See accompanying notes to the consolidated financial
statements 6.
CONSOLIDATED
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER
31, 2020
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
1.
THE TRUST
Ready Capital Mortgage Investment Trust (the
"Trust") was settled as an unincorporated open-ended investment trust under the laws of the
Province of Ontario pursuant to a Declaration of Trust dated January 24, 2019. The investment goal of the Trust is to finance
prudent conventional mortgages
secured by real property
situated in Canada. The Trust is the sole limited partner in Ready Capital
Mortgage Limited Partnership (the "Partnership"). The Trust aims to provide
its unitholders with stable and secure returns while preserving its investable
capital. The term of the Trust is indefinite, subject to certain conditions. The Trust is not a reporting
issuer in any province or territory of Canada. The Trust is not a trust company and does not carry on
business as a trust company, and therefore, is not registered under applicable legislation as a trust company
in any jurisdiction.
The Limited
Partnership is a non-bank provider of mortgage loans and will make monthly cash distributions to the Trust and its trust unitholders from income of the Partnership. In the ordinary
course of business the Trust
will distribute all of the distributable cash calculated in accordance with its distribution
policy. The principal place of
business of the Trust is located at 4491 Highway 7, Unionville, Ontario L3R 1M1.
Christine Xu, Martin Reid and Ronald Cuadra
are the trustees of the Trust. Rite
Alliance Management Inc., (a company controlled by the trustees) is the Trust Manager of the
Trust.
2.
SIGNIFICANT
ACCOUNTING POLICIES
Statement of Compliance with International Financial Reporting Standards
These consolidated financial
statements have prepared
using accounting policies
consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB").
These consolidated financial statements were
authorized to issue by the Trust Manager on March 30, 2021.
Basis of preparation
These consolidated financial statements have been prepared on a historical cost basis except
for financial instruments that have been measured at
fair value. In addition, these
consolidated financial statements have been prepared using
the accrual basis of accounting, except for cash flow information.
These consolidated financial statements have
been prepared on the basis of IFRS standards that are published at the time of preparation and that are effective as
at December 31, 2020, the Trust 's annual reporting date.
These consolidated financial statements are
presented in the functional currency of the Trust, Canadian dollars.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Principles
of Consolidation
These consolidated financial statements
include the accounts of the Trust and Ready Capital Mortgage Limited
Partnership (the
"Partnership"). The Trust
owns 100% of the Class A LP units of the Partnership. The minority interest reflected in these
consolidated financial statements represents the interest of the General Partner in the Limited Partnership. In accordance with the Limited Partnership agreement the General Partner is entitled
to 0.001% of the Limited Partnership earnings.
All inter- company accounts
and transactions have been eliminated on consolidation.
Financial instruments
IFRS 9, Financial Instruments – Classification and Measurement (“IFRS
9”) requires financial
assets to be classified as amortized cost, fair
value through profit or loss (“FVTPL”), or fair value through other comprehensive income (“FVOCI”) based on
the entity’s business model for managing financial assets and the contractual cash flow characteristics of these assets. Assessment of the business
model approach in use is an accounting judgment. Fair value changes for financial
liabilities at FVTPL, which are attributable to changes in the entity's
own credit risk, are to be presented
in other comprehensive income unless they
affect amounts recorded in income. Financial
assets and liabilities are recognized in the
consolidated financial statements when the Trust becomes a party to the
contractual provisions of the instruments. The Trust Manager has designated its cash as financial assets at FVTPL, which is measured at fair value. The Trust only measures debt instruments at amortized cost if both of the following conditions are met:
•
The financial asset is held within a business
model with the objective to hold financial assets in order to collect
contractual cash flows. •
The contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments
of principal and interest (“SPPI”)
on the principal amount outstanding.
Business model assessment:
The Trust determines its business model
at the level that best reflects how it manages
groups of financial assets to achieve its business objective. The business model
is not assessed on an instrument-by- instrument basis, but at a higher level of aggregated
portfolios and is based on observable factors
such as:
•
How the performance of the business
model and the financial assets
held within that business model are evaluated and reported to the entity’s
key management personnel; •
The risks that affect the performance of the business
model (and the financial assets
held within that business
model) and, in particular, the way
those risks are managed; •
How managers of the business
are compensated (for example, whether
the compensation is based on the fair value of the assets managed or on the contractual cash flows collected); and •
The expected frequency, value and timing of sales.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) The SPPI test: As a second step of its classification
process, the Trust assesses the contractual terms of financial instruments to identify whether they meet the SPPI test.
“Principal” for the purpose of this test is
defined as the fair value of the financial asset at initial recognition and may change over the life
of the financial asset (for example, if there are repayments of principal or amortization of the premium/discount).
In contrast, contractual terms that introduce
more than a minimal exposure to risks or volatility in the contractual cash flows that are unrelated
to a basic lending arrangement do not give rise to contractual cash flows that are SPPI on the principal
amount outstanding. In such cases, the financial
asset is required
to be measured
at FVTPL.
Management has performed the business model
assessment and SPPI test and concluded that the mortgages are financial
assets carried at amortized cost.
IFRS 9 requires that an entity recognizes an allowance for expected credit losses on financial assets which are measured at amortized costs or FVOCI.
Financial assets held by the Trust which are measured at FVTPL are not subject to the impairment requirements.
The Trust applies an expected credit loss
(“ECL”) model, where credit losses that are expected to transpire in future years irrespective of whether a loss event
has occurred or not as at the statement of financial
position date, are provided for. The Trust assesses and segments its loan
portfolio into performing (Stage 1),
under-performing (Stage 2) and non-performing (Stage 3) categories as at each statement of financial position date. Loans are categorized as under-performing
if there has been a significant
increase in credit risk. The Trust utilizes internal risk rating changes,
delinquency and other identifiable risk factors to determine when there has been a significant increase
or decrease in the credit
risk of a loan. Indicators of
a significant increase in credit risk include a recent degradation in internal partnership risk rating based on the
Trust’s custom behaviour credit scoring model, non-sufficient fund (“NSF”) transactions, delinquency and
adjustments to the loan’s terms. Under-performing
loans are recategorized to performing only if there is deemed
to be a substantial decrease
in credit risk. Loans are categorized as non-performing if there is objective evidence
that such loans will
likely charge-off in the future which the Trust has determined to
be when loans are delinquent for greater than 30 days. For performing loans, the Trust
is required to record an allowance for loan losses equal to the expected
losses on that group of loans
over the ensuing twelve months. For
under-performing and non-performing loans,
the Trust is required to record an allowance for loan losses equal to the
expected losses on those groups of loans over their remaining
life.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) The SPPI test: (Continued...) The Trust does not provide any additional credit
to borrowers who are delinquent. In order for additional credit
to be advanced to a borrower, they must be current on their pre-existing loan and meet the Trust’s
credit and underwriting requirements. In limited
situations, the Trust may amend the terms of a loan for customers
that are current or are in arrears as a means to ensure the customer remains
able to repay the loan.
The key inputs in the measurement of ECL allowances
are as follows:
•
The probability of default is an estimate of the likelihood of default over a given time horizon; •
The exposure at default is an estimate of the exposure at a future default
date; •
The loss given default is an estimate of the loss arising
in the case where a default occurs at a given time; and •
Forward-looking indicators (“FLIs”).
Ultimately, the ECL is calculated based on the
probability weighted expected cash collected shortfall against the carrying value of the loan and considers reasonable
and supportable information about past events,
current conditions and forecasts of future events and economic conditions that
may impact the credit profile of the
loans. Forward-looking information is
considered when determining significant increase in credit risk and measuring expected
credit losses. Forward-looking
macroeconomic factors are incorporated
in the risk parameters as relevant. From an analysis of historical data,
General Partner has identified and
reflected in the Trust’s ECL allowance those relevant FLIs variables that
contribute to credit risk and losses
within the Partnership’s loan portfolio. Within
the Trust’s loan portfolio, the most highly
correlated variable is real estate prices.
With respect to consolidated financial
statements items classified as loans and receivable, the Trust considers both historical analysis and forward looking information in determining expected credit losses. As at the year end date, all loans and
receivables are due to be settled within the short term. The Trust considers
the probability of default and the capacity of counterparties to meet their contractual obligation in the near term.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) Financial
liabilities Financial liabilities are classified as
measured at amortized cost or fair value through profit or loss ("FVTPL"). A financial liability is classified as at
FVTPL if it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are
measured at fair value and net gains and losses, including any interest expense,
are recognized in profit or loss. Other
financial liabilities are subsequently measured
at amortized cost using the effective interest method. Interest expense is recognized in profit or loss. Any gain or loss
on derecognition is also
recognized in profit
or loss.
The Trust classified accounts payable
and accrued liabilities, unearned revenue and other holdbacks and distributions payable as measured
at amortized cost.
Derecognition
of financial instruments
A financial asset is derecognized when the rights to receive cash flows from the asset
have expired or the Company has transferred substantially
all of the risk and rewards of the asset. The
Trust assesses each reporting date whether there
is any objective evidence that a financial
asset is impaired, the impairment provision is based upon the expected
loss.
The Trust derecognizes a
financial liability when its contractual obligations are discharged or
cancelled or expire.
Cash
Cash consists of cash on deposit. Amounts are carried at fair value.
Offsetting of financial
instruments
Financial assets and financial liabilities are
offset and the net amount reported in the statement of financial position
if there is currently enforceable legal right to offset the recognized amounts
and there is an
intention to settle on a net basis, or to realize the asset and settle the
liability simultaneously. Quantitative information on the impact on the Trust's statement of financial position
if all amounts were set off is required.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...)
Revenue recognition
Revenue is recognized to the extent that it is
probable that the economic benefits will flow to the Trust and the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received,
excluding discounts, rebates
and other sales tax or duty.
Mortgage loan interest is recognized in the period in which it is earned.
Lender's fees are earned at
the inception of the mortgage loan. Such fees are accounted for on the accrual basis.
Discharge fees are earned when the mortgagees
repay the mortgage before the due date. Such fees are recorded on the
discharge date.
Redemption charges are earned when unitholders
redeem their units prior to their holding period as specified in the Trust Offering Memorandum. Such fees are accounted for on the date of redemption.
Provisions
The Trust recognizes a provision, if as a result
of a prior event, the Trust has a current obligation requiring the outflow of resources to settle. Provisions are recorded at the Trust Manager's best estimates of the most probable outcome
of any future settlement.
Valuation of redeemable units
The units of the Trust may be surrendered for
redemption at any time but will be redeemed only on a Valuation Date and at no other time. Distributions to Unitholders may be paid by cheque
or by issuance of additional Units. The Trust’s units are therefore classified as financial liabilities. The Trust’s units do not
meet the criteria in IAS 32 for classification as equity. The net asset value per unit is determined
as of the close of business,
monthly. The determination is made by
dividing the net assets attributable to holders
of redeemable units (“Net Asset Value”) of the Trust at that date by the total
number of units outstanding.
Comprehensive
income attributable to holders of redeemable units per unit
Comprehensive
income attributable to holders of redeemable units per unit as disclosed
in the statement of comprehensive income is calculated by dividing the comprehensive income
attributable to holders
of redeemable units
by the average number of units outstanding during the year.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Critical judgements and estimates
The preparation of
consolidated financial statements in conformity with International Financial
Reporting Standards,
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of consolidated financial statements, and the reported amounts of revenues and
expenses during the reporting period. The following
discusses the most significant accounting judgments and estimates
that the Fund has made in preparing the consolidated financial
statements:
Allowance for credit losses
The determination of the allowance for credit losses on mortgage
loans receivable is the most significant estimate. The key inputs
in the measurement of ECL allowances, all of which are subject
to accounting judgments, estimates and assumptions are discussed in note 9.
Assessment as investment entity
The Trust Manager has concluded that the Trust
meets the characteristics and the definition of an investment entity, in that it has more than one investment and is managed
in accordance with the Trust's
investment guidelines; the investments are predominantly in the form of
mortgage loans. These conclusions will be reassessed on an annual
basis, if any of these
criteria or characteristics change.
READY CAPITAL MORTGAGE
INVESTMENT TRUST
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
3.
MORTGAGE LOANS RECEIVABLE As of December 31, 2020, the details of the mortgage loans receivable are as follows:
Interest Rate Terms Maturity date Type Amortized cost
$ 20,131,965 15.
3.
MORTGAGE LOANS RECEIVABLE (Continued...)
As of December 31, 2019, the details of the mortgage loans receivable are as follows:
Interest Rate Terms Maturity date Type Amortized cost
$ 10,834,200
* - denotes related party transactions, see note 7* - denotes
related party transactions, see note 7
4.
TRUST UNITHOLDERS ENTITLEMENTS
The Trust unitholders' entitlements with respect to the net assets attributable to the holders of redeemable units and distribution of income are generally as follows:
a)
Ownership of assets The pro rata share of the net assets
attributable to holders of redeemable units of the Trust in the proportion that each Trust unitholder's capital
bears to the aggregate Trust's
capital.
b)
Allocation of net income or loss Net income of the Trust will be allocated on
an annual basis, in arrears, 99.999% to the Trust unitholders and 0.001% to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum. The Trust
Unitholders' share of the income and loss of the Trust is allocated to Trust unitholders in the
proportion to their ownership of redeemable units at the commencement of the period.
c)
Distributions of income On each distribution date, on or about the 10th day of each calendar month, distributable cash will be distributed
first, as to 99.999% to the Trust unitholders in proportion to the number of
units held by each Trust unitholder on the distribution record date immediately preceding date of such distribution; and second, as to 0.001%
to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum.
d)
Redemptions Trust unitholders may redeem the units by tendering to the Trust the redemption notice specifying the Trust unitholders wishes to have the units
redeemed by the Trust. Early redemption penalties may apply if the redemption notice is not delivered in the manner as
required in the Trust Offering Memorandum
Upon redemption, the Trust unitholders will
receive proceeds of redemption equal to aggregate fair value of the units, together with an amount equal to all
interest dividends declared thereon and remaining unpaid.
The Trustees have the right to require
a Trust unitholder to redeem some or all of the units owned by such Trust unitholder on a redemption
date designated by the Trustees at the fair value per unit thereof on such date, less all applicable
deductions and fees, by notice in writing to the Trust unitholder before
the date of redemption, which right may be exercised
by the Trustees in its absolute discretion.
5.
FEES AND EXPENSES
a)
Mortgage administration fees
The Trust pays to the Mortgage
Administrator a fee of one thousand dollars ($1,000.00) per month.
b)
Mortgage management fees
The Trust pays the Mortgage Manager by payment
of a monthly fee equal to 1/12th (one twelfth) of 2.00% (plus H.S.T) of the amount of the mortgage
receivables of the Trust as of the last business
day of each calendar month (the “Mortgage Management Fees”). The fees
may be subject to waiver or adjustment in accordance with the terms of the Mortgage Management Agreement, including in order to meet the target distribution yield of the Trust of approximately 8.0% per annum,
net of fees.
c)
Performance fees
The Mortgage Manager
is also entitled to a performance fee paid by the Trust to the Mortgage Manager
payable in respect of a calendar year
in which the net return of the Partnership exceeds 8.0% for such year and is equal to 20% of the aggregate net return of the Partnership for such year which exceeds
the 8.0% “hurdle” rate of return.
d)
Mortgage Originator
fees
The Mortgage Originator
is entitled to all lender, broker, origination, commitment, renewal, extension, discharge participation, NSF and
administration fees (“Lender/Broker Fees”) generated on Mortgage Investments it arranges and presents to
the Trust. Generally, such fees are
in the range of 2–6% of the loan amount
although in certain
circumstances the amount
can be higher.
e)
Commission
The Trust will from time to time retain and engage registered agents, securities dealers
and brokers and other
eligible persons to sell the Units. Any commissions, finder's fees or referral fees or other compensation payable (including expense reimbursements) by the Trust Manager
in connection with the distribution and sale of the Units will
be payable by the Trust. The Trust may pay a commission in connection with the Unit Offering of up to
one percent (1%) of the value of the securities purchased in the Unit
Offering.
5.
FEES AND EXPENSES
(Continued...) f)
Operating fees
The Trust is responsible for the payment of all routine and customary fees and expenses
incurred relating to the administration and operation of the Trust including, but not limited
to: Trustee fees and expenses; management fees; custodian, and safekeeping fees and expenses;
registrar and transfer agency fees and expenses;
audit, legal and record-keeping fees and expenses; communication expenses;
printing and mailing expenses;
all costs and expenses associated with the qualification for sale and distribution of the Units
including securities filing fees (if any); investor servicing costs;
costs of providing information to Unitholders
(including proxy solicitation material, financial and other reports) and
convening and conducting meetings
of Unitholders; taxes, assessments or other governmental charges of all kinds levied against the Trust; interest expenses;
and all brokerage commissions and other fees associated with the purchase and sale of portfolio securities
and other assets of the Trust. In addition, the Trust will be responsible for the payment of all
expenses associated with ongoing investor relations and education relating to the Trust. The Trust Manager
will also be reimbursed for any expenses of any action, suit or other proceeding in which or in relation
to which the Trust Manager or the Trustee and/or any of their respective officers, directors, employees, consultants or agents (as applicable) is entitled to indemnity by the Trust.
6.
UNITS ISSUED AND OUTSTANDING
The authorized capital of the Trust consists
of an unlimited number of trust units, issuable in series designated in one or more classes of
units. Each issued and outstanding
unit represents an undivided interest in the net assets of the Trust. The unit transactions for the period ended December 31, 2020 are as follows:
7.
RELATED PARTY
TRANSACTIONS
$700,000 of mortgage loans issued to one of
the trustees was discharged during the year.
For the year ended December
31, 2020, interest
income of $52,495
(2019 - $11,655) was earned
from such mortgage
loans receivable.
Included in interest
receivable is the amount of $16,000 (2019 - $16,000) due from Moneybroker Canada Inc., an entity subject
to common control
of the Trust.
The following are redeemable units held by the related party of the Trust:
During the period ended December
31, 2020, fees paid to the Trust Manager were as follows:
The following are redeemable units held by the related party of the Trust:
2020 2019 Unit held by the Trust Manager 1.00 1.00
Percentage of Unit held by the Trust Manager 0.00 % 0.00 %
2020 2019
Trust management fees, performance fees and mortgage
origination fees are measured at the consideration prescribed by the offering
documents of the Trust. When related
parties enter unitholder transactions with the Trust,
the consideration is the transactional NAV available to all other unitholders on the
trade date.
8.
MINORITY INTEREST
The minority interest
represents the interest
of the Trust owned by the General
Partner of Ready Capital Mortgage Limited
Partnership. During the year ended December
31, 2020, the Trust allocated
$20 (2019 - $7) of income to the minority interest owner and as of December 31, 2020 it has capital
of $127 (2019 - $107) of the Trust.
9.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Fair value IFRS 7 requires that the Trust disclose
information about the fair value of its financial assets and liabilities. Fair value estimates are made at the statement of financial
position date based on relevant market information and information about the financial instrument.
Financial assets and liabilities recorded at
fair value in the Trust's statement of financial position are categorized based upon the level of judgment associated with the inputs used to measure their fair value.
Hierarchical
levels, defined by IFRS 7 and directly
related to the amount of subjectivity associated with inputs to fair valuation of these financial assets and liabilities, are as follows:
•
Quoted prices (unadjusted) in active markets
for identical assets or liabilities (Level 1); •
Inputs other than quoted
prices included in Level 1 that are observable for the asset
or liability, either
directly (i.e., as prices) or indirectly (i.e., derived from prices) (Level
2); and •
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
The Trust Manager has
determined that cash amounting to $5,587,499 (2019 - $875,386) is the only
asset classified as level
1 financial assets at fair value through profit
or loss.
The Trust's financial instruments consist of
mortgage loans receivable, cash, interest and lender fee receivable, distributions
payable, accounts payable and accrued liabilities, redemptions payable and unearned
revenue and other holdbacks. It is the Trust's opinion
that due to the short term nature
of these financial
instruments, the Trust is not exposed to significant market price, currency,
interest rate, liquidity, cash
flow, credit, and portfolio concentration risks arising from these financial
instruments except as described
below. The fair value of these financial instruments approximate their carrying values,
unless otherwise noted.
i)
Currency risk
The Trust may hold assets
and liabilities that are denominated in currencies other than the Canadian dollar - its functional currency. Consequently, the Trust
is exposed to risks that the exchange
rate of its currency relative to other currencies may change in a
manner that has an adverse effect on the value of the portion of the Trust's assets or
liabilities denominated in currencies other than Canadian dollars, absent any changes in market price or investment specific events.
The Trust has no material
exposure to currency risk as at December
31, 2020.
9. FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT (Continued...)
Fair value (Continued...)
ii)
Interest rate risk
The Trust may invest in fixed and floating rate securities. The income of the Trust may be affected by changes to interest rates relevant to
particular financial instruments or as a result of the Trust Manager
being unable to secure
similar returns on the expiry
of contracts or sale of securities. The value
of fixed interest financial instruments may be affected by interest rate
movements or the expectation of such movement
in the future. As at December 31, 2020, 82.0% (2019 - 94.1%) of the net assets are held in mortgage loans
receivable and 22.7% (2019 - 7.6%) of net assets owned are held in cash. The remaining portion of the
Trust's net assets are substantially non-interest bearing financial
instruments.
iii) Liquidity risk
Liquidity risk is the possibility that
investments of the Trust cannot be readily converted into cash when required. The Trust may be subject
to liquidity constraints because of insufficient volume in the markets for the securities of the
Trust or the securities may be subject to legal or contractual restrictions on their resale. In addition,
the Trust is exposed to monthly cash redemptions of redeemable units. The units of the Trust are redeemed on demand
at the current net assets per unit at the option of the unitholder. The Trust manages
liquidity risk by continuously monitoring actual and projected cash flows to ensure that it will
always have sufficient liquidity
to meet its liabilities when due, under normal and stressed conditions, without
incurring unacceptable losses or risking damage
to the Trust's reputation. The Trust aims to retain sufficient cash and cash
equivalent positions to maintain
liquidity; therefore, the liquidity risk for the Trust is considered minimal.
iv)
Cash flow risk
Cash flow risk is the risk
that future cash flows associated with a monetary financial instrument will fluctuate in amount. In the case of a floating
rate debt instrument, such fluctuations will result from a
change in the effective interest rate of the financial instrument, usually
without a corresponding change in its fair value.
v)
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge
an obligation and cause the other party to incur a financial
loss.
Financial assets which potentially expose the
Trust to credit risk consist principally of mortgage loans receivable. The Trust seeks to mitigate its exposure to credit risk by performing credit reviews on borrowers
on a regular basis and maintaining specific
loan to value metrics on secured properties.
As at December 31, 2020, the Trust had $20,131,965 (2019- $10,834,200) representing 82.0% (2019 - 94.1%) of the Trust's net assets invested in
mortgage loans receivable. The Trust Manager has applied the expected
credit loss model to assess
the expected credit losses in accordance with IFRS and has concluded that the mortgage
loans receivable are classified as performing (stage
1) with no interest delinquency issues and principal and interest are due within 12 months.
Therefore, $Nil has been provided
for allowance for expected credit
losses.
9.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)
vi)
Concentration risk
Concentration risk arises as a result of the
concentration of exposures within the same category, whether it is product type,
industry sector or counterparty type. As at December 31, 2020, $20,131,965 (2019 - $10,834,200) representing 82.0% (2019
- 94.1%) of the Trust's
net assets were invested in mortgage loans receivable.
vii)
Market price risk
Market price risk is the risk that the fair
value or future cash flows of a financial instrument will fluctuate because of changes in market
prices (other than those arising from interest rate risk or currency risk), whether those changes are
caused by factors specific to the individual financial instrument or its issuer, or factors affecting similar financial instruments traded in the market. The Trust is not currently exposed to market price risk as at December 31, 2020.
10.
CAPITAL MANAGEMENT
The Trust Manager considers the Trust’s
capital to consist of the issued units and the net assets attributable to participating unitholders.
The Trust Manager manages
the capital of the Trust in accordance with the Trust’s investment objectives, policies and restrictions, as outlined in the
Trust’s offering documents, while maintaining sufficient liquidity to meet participating withholder
redemptions.
The Trust does not have any externally imposed capital requirements.
11.
COMMITMENTS
a)
The Trust is committed to pay the Mortgage Administrator a fee of $1,000 per month.
b)
The Trust is committed to pay the Trust
Manager a monthly fee equal to 1/12th of 2.0% (plus HST) of the amount of the mortgage loans receivable. The mortgage management fee may be subject
to waiver or adjustment in accordance with the terms of the mortgage management agreement.
The Trust
has also committed to pay a performance fee equal to 20% of the aggregate net
returns of the Trust in excess
of 8% for the calendar year.
c)
The Trust may pay a commission to securities dealers
in connection with the unit subscriptions of up to 1% of the value of the securities purchased
in the unit offering.
d)
The Trust may pay mortgage origination fees to
the mortgage originator up to 6% of the funded
mortgage.
12.
MATERIAL UNCERTAINTY
Certain impacts from the COVID-19 outbreak may
have a significant negative impact on the Fund’s operations and performance. These circumstances may continue for an extended
period of time, and may have
an adverse impact on economic and market conditions. The ultimate economic
fallout from the pandemic,
and the long-term impact on economies, markets, industries and individual companies, are not known.
The extent of the impact to the financial performance and the operations of the Fund will depend
on future developments, which are highly
uncertain and cannot
be predicted.
READY CAPITAL MORTGAGE
INVESTMENT TRUST
CONSOLIDATED
FINANCIAL STATEMENTS DECEMBER
31, 2021
INDEX Page
Independent
Auditor's Report 1 - 3 Consolidated
Statement of Financial
Position 4 Consolidated Statement of Comprehensive Income 5 Consolidated Statement of Changes in Net Assets Attributable to Holders of Redeemable Units 6 Consolidated
Statement of Cash Flows 7 Notes to the Consolidated Financial Statements 8 - 26
INDEPENDENT AUDITOR'S
REPORT
To the Trustees of Ready Capital Mortgage
Investment Trust Opinion We have audited the consolidated financial
statements of Ready Capital Mortgage Investment Trust (the "Trust"), which comprise the consolidated statement
of financial position
as at December 31, 2021 and the consolidated
statement of comprehensive income and the consolidated statement of changes in
net assets attributable to holders
of redeemable units and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies.
In our opinion, the
accompanying consolidated financial statements present fairly, in all material
respects, the financial position
of the Trust as at December 31, 2021, and its financial
performance and its cash flows for the year then ended in accordance with International Financial
Reporting Standards (IFRS).
Basis for Opinion
We conducted our audit in accordance with Canadian generally
accepted auditing standards. Our responsibilities under those standards are further
described in the Auditor's
Responsibilities for the Audit of the Consolidated
Financial Statements section on our report. We are independent of the Trust in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We
believe that the audit evidence
we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and Those Charged
with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation
of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, management
is responsible for assessing the Trust's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either
intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Trust's financial
reporting process.
Independent Auditor's Report Page 2
Auditor's Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable
assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor's
report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit
conducted in accordance with Canadian
generally accepted auditing standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with
Canadian generally accepted auditing standards, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:
·
Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting
a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
·
Obtain an understanding of internal control
relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Trust’s internal control.
·
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
·
Conclude on the appropriateness of
management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust’s
ability to continue as a going concern. If
we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report
to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Trust to
cease to continue as a going concern.
·
Evaluate the overall presentation, structure
and content of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying
transactions and events
in a manner that achieves fair presentation.
Independent Auditor's Report Page 3
We communicate with those charged with
governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
Chartered Professional Accountants Licensed Public Accountants
Toronto,
Ontario March 29, 2022
CONSOLIDATED
STATEMENT OF FINANCIAL
POSITION AS AT DECEMBER 31, 2021
2021 2020
CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2021
2021 2020
READY CAPITAL MORTGAGE
INVESTMENT TRUST
CONSOLIDATED
STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE UNITS
FOR THE YEAR ENDED DECEMBER 31, 2021
See accompanying notes to the consolidated financial
statements 6.
CONSOLIDATED
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER
31, 2021
2021 2020
See accompanying notes to the consolidated financial
statements
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
1.
THE TRUST
Ready Capital Mortgage Investment Trust (the
"Trust") was settled as an unincorporated open-ended investment trust under the laws of the
Province of Ontario pursuant to a Declaration of Trust dated January 24, 2019. The investment goal of the Trust is to finance
prudent conventional mortgages
secured by real property
situated in Canada. The Trust is the sole limited partner in Ready Capital
Mortgage Limited Partnership (the "Partnership"). The Trust aims to provide
its unitholders with stable and secure returns while preserving its investable
capital. The term of the Trust is indefinite, subject to certain conditions. The Trust is not a reporting
issuer in any province or territory of Canada. The Trust is not a trust company and does not carry on business
as a trust company, and therefore, is not registered under applicable legislation as a trust company
in any jurisdiction.
The Limited
Partnership is a non-bank provider of mortgage loans and will make monthly cash distributions to the Trust and its trust unitholders from income of the Partnership. In the ordinary
course of business the Trust
will distribute all of the distributable cash calculated in accordance with its distribution
policy. The principal place of
business of the Trust is located at 4491 Highway 7, Unionville, Ontario L3R 1M1.
Christine Xu, Martin Reid and Ronald Cuadra
are the trustees of the Trust. Rite
Alliance Management Inc., (a company controlled by the trustees) is the Trust Manager of the
Trust.
2.
SIGNIFICANT
ACCOUNTING POLICIES
Statement of Compliance with International Financial Reporting Standards
These consolidated financial
statements have prepared
using accounting policies
consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB").
These consolidated financial statements were
authorized to issue by the Trust Manager on March 29, 2022.
Basis of preparation
These consolidated financial statements have been prepared on a historical cost basis except
for financial instruments that have been measured at
fair value. In addition, these
consolidated financial statements have been prepared using
the accrual basis of accounting, except for cash flow information.
These consolidated financial statements have
been prepared on the basis of IFRS standards that are published at the time of preparation and that are effective as
at December 31, 2021, the Trust 's annual reporting date.
These consolidated financial statements are
presented in the functional currency of the Trust, Canadian dollars.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Principles
of Consolidation
These consolidated financial statements
include the accounts of the Trust and Ready Capital Mortgage Limited
Partnership (the
"Partnership"). The Trust
owns 100% of the Class A LP units of the Partnership. The minority interest reflected in these
consolidated financial statements represents the interest of the General Partner in the Limited Partnership. In accordance with the Limited Partnership agreement the General Partner is entitled
to 0.001% of the Limited Partnership earnings.
All inter- company accounts
and transactions have been eliminated on consolidation.
Financial instruments
IFRS 9, Financial Instruments – Classification and Measurement (“IFRS
9”) requires financial
assets to be classified as amortized cost, fair
value through profit or loss (“FVTPL”), or fair value through other comprehensive income (“FVOCI”) based on
the entity’s business model for managing financial assets and the contractual cash flow characteristics of these assets. Assessment of the business
model approach in use is an accounting judgment. Fair value changes for financial
liabilities at FVTPL, which are attributable to changes in the entity's
own credit risk, are to be presented
in other comprehensive income unless they
affect amounts recorded in income. Financial
assets and liabilities are recognized in the
consolidated financial statements when the Trust becomes a party to the
contractual provisions of the instruments. The Trust Manager has designated its cash as financial assets at FVTPL, which is measured at fair value.
The Trust only measures debt instruments at amortized cost if both of the following conditions are met:
•
The financial asset is held within a business
model with the objective to hold financial assets in order to collect
contractual cash flows. •
The contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments
of principal and interest (“SPPI”)
on the principal amount outstanding.
Business model assessment:
The Trust determines its business model
at the level that best reflects how it manages
groups of financial assets to achieve its business objective. The business model
is not assessed on an instrument-by- instrument basis, but at a higher level of aggregated
portfolios and is based on observable factors
such as:
•
How the performance of the business
model and the financial assets
held within that business model are evaluated and reported to the entity’s
key management personnel; •
The risks that affect the performance of the business
model (and the financial assets
held within that business
model) and, in particular, the way
those risks are managed; •
How managers of the business
are compensated (for example, whether
the compensation is based on the fair value of the assets managed or on the contractual cash flows collected); and •
The expected frequency, value and timing of sales.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) The SPPI test: As a second step of its classification
process, the Trust assesses the contractual terms of financial instruments to identify whether they meet the SPPI test.
“Principal” for the purpose of this test is
defined as the fair value of the financial asset at initial recognition and may change over the life
of the financial asset (for example, if there are repayments of principal or amortization of the premium/discount).
In contrast, contractual terms that introduce
more than a minimal exposure to risks or volatility in the contractual cash flows that are unrelated
to a basic lending arrangement do not give rise to contractual cash flows that are SPPI on the principal
amount outstanding. In such cases, the financial
asset is required
to be measured
at FVTPL.
Management has performed the business model
assessment and SPPI test and concluded that the mortgages are financial
assets carried at amortized cost.
IFRS 9 requires that an entity recognizes an allowance for expected credit losses on financial assets which are measured at amortized costs or FVOCI.
Financial assets held by the Trust which are measured at FVTPL are not subject to the impairment requirements.
The Trust applies an expected credit loss
(“ECL”) model, where credit losses that are expected to transpire in future years irrespective of whether a loss event
has occurred or not as at the statement of financial
position date, are provided for. The Trust assesses and segments its loan
portfolio into performing (Stage 1),
under-performing (Stage 2) and non-performing (Stage 3) categories as at each statement of financial position date. Loans are categorized as under-performing
if there has been a significant
increase in credit risk. The Trust utilizes internal risk rating changes,
delinquency and other identifiable risk factors to determine when there has been a significant increase
or decrease in the credit
risk of a loan. Indicators of
a significant increase in credit risk include a recent degradation in internal partnership risk rating based on the
Trust’s custom behaviour credit scoring model, non-sufficient fund (“NSF”) transactions, delinquency and
adjustments to the loan’s terms. Under-performing
loans are recategorized to performing only if there is deemed
to be a substantial decrease
in credit risk. Loans are categorized as non-performing if there is objective evidence
that such loans will
likely charge-off in the future which the Trust has determined to
be when loans are delinquent for greater than 30 days. For performing loans, the Trust
is required to record an allowance for loan losses equal to the expected
losses on that group of loans
over the ensuing twelve months. For
under-performing and non-performing loans,
the Trust is required to record an allowance for loan losses equal to the
expected losses on those groups of loans over their remaining
life.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) The SPPI test: (Continued...) The Trust does not provide any additional credit
to borrowers who are delinquent. In order for additional credit
to be advanced to a borrower, they must be current on their pre-existing loan and meet the Trust’s
credit and underwriting requirements. In limited
situations, the Trust may amend the terms of a loan for customers
that are current or are in arrears as a means to ensure the customer remains
able to repay the loan.
The key inputs in the measurement of ECL allowances
are as follows:
•
The probability of default is an estimate of the likelihood of default over a given time horizon; •
The exposure at default is an estimate of the exposure at a future default
date; •
The loss given default is an estimate of the loss arising
in the case where a default occurs at a given time; and •
Forward-looking indicators (“FLIs”).
Ultimately, the ECL is calculated based on the
probability weighted expected cash collected shortfall against the carrying value of the loan and considers reasonable
and supportable information about past events,
current conditions and forecasts of future events and economic conditions that
may impact the credit profile of the
loans. Forward-looking information is
considered when determining significant increase in credit risk and measuring expected
credit losses. Forward-looking
macroeconomic factors are incorporated
in the risk parameters as relevant. From an analysis of historical data,
General Partner has identified and
reflected in the Trust’s ECL allowance those relevant FLIs variables that
contribute to credit risk and losses
within the Partnership’s loan portfolio. Within
the Trust’s loan portfolio, the most highly
correlated variable is real estate prices.
With respect to consolidated financial
statements items classified as loans and receivable, the Trust considers both historical analysis and forward looking information in determining expected credit losses. As at the year end date, all loans and
receivables are due to be settled within the short term. The Trust considers
the probability of default and the capacity of counterparties to meet their contractual obligation in the near term.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) Financial
liabilities Financial liabilities are classified as
measured at amortized cost or fair value through profit or loss ("FVTPL"). A financial liability is classified as at
FVTPL if it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are
measured at fair value and net gains and losses, including any interest expense,
are recognized in profit or loss. Other
financial liabilities are subsequently measured
at amortized cost using the effective interest method. Interest expense is recognized in profit or loss. Any gain or loss
on derecognition is also
recognized in profit
or loss.
The Trust classified accounts payable and
accrued liabilities, prepaid interest and other holdbacks, subscriptions in advances, distribution payable and redemptions payable as measured at amortized
cost.
Derecognition
of financial instruments
A financial asset is derecognized when the rights to receive cash flows from the asset
have expired or the Company has transferred substantially
all of the risk and rewards of the asset. The
Trust assesses each reporting date whether there
is any objective evidence that a financial
asset is impaired, the impairment provision is based upon the expected
loss.
The Trust derecognizes a
financial liability when its contractual obligations are discharged or
cancelled or expire.
Cash
Cash consists of cash on deposit. Amounts are carried at fair value.
Offsetting of financial
instruments
Financial assets and financial liabilities are
offset and the net amount reported in the statement of financial position
if there is currently enforceable legal right to offset the recognized amounts
and there is an
intention to settle on a net basis, or to realize the asset and settle the
liability simultaneously. Quantitative information on the impact on the Trust's statement of financial position
if all amounts were set off is required.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...)
Revenue recognition
Revenue is recognized to the extent that it is
probable that the economic benefits will flow to the Trust and the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received,
excluding discounts, rebates
and other sales tax or duty.
Mortgage loan interest and interest rate
reduction fees are recognized in the period in which they are earned.
Lender's fees are earned at
the inception of the mortgage loan. Such fees are accounted for on the accrual basis.
Discharge fees are earned when the mortgagees
repay the mortgage before the due date. Such fees are recorded on the
discharge date.
Redemption charges are earned when unitholders redeem their units prior to the minimum holding period as specified in the Trust Offering Memorandum. Such fees are accounted for on the date of redemption.
Provisions
The Trust recognizes a provision, if as a
result of a prior event, the Trust has a current obligation requiring the outflow of resources to settle. Provisions are recorded at the Trust Manager's best estimates of the most probable outcome
of any future settlement.
Valuation of redeemable units
The units of the Trust may be surrendered for
redemption at any time but will be redeemed only on a Valuation Date and at no other time. Distributions to Unitholders may be paid by cheque
or by issuance of additional Units. The Trust’s units are therefore classified as financial liabilities. The Trust’s units do not
meet the criteria in IAS 32 for classification as equity. The net asset value per unit is determined
as of the close of business,
monthly. The determination is made by
dividing the net assets attributable to holders
of redeemable units (“Net Asset Value”) of the Trust at that date by the total
number of units outstanding.
Comprehensive
income attributable to holders of redeemable units per unit
Comprehensive
income attributable to holders of redeemable units per unit as disclosed
in the statement of comprehensive income is calculated by dividing the comprehensive income
attributable to holders
of redeemable units
by the average number of units outstanding during the year.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Critical judgements and estimates
The preparation of
consolidated financial statements in conformity with International Financial
Reporting Standards,
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of consolidated financial statements, and the reported amounts of revenues and
expenses during the reporting period. The following
discusses the most significant accounting judgments and estimates
that the Fund has made in preparing the consolidated financial
statements:
Allowance for credit losses
The determination of the allowance for credit losses on mortgage
loans receivable is the most significant estimate. The key inputs
in the measurement of ECL allowances, all of which are subject
to accounting judgments, estimates and assumptions are discussed in note 9.
Assessment as investment entity
The Trust Manager has concluded that the Trust
meets the characteristics and the definition of an investment entity, in that it has more than one investment and is managed
in accordance with the Trust's
investment guidelines; the investments are predominantly in the form of
mortgage loans. These conclusions will be reassessed on an annual
basis, if any of these
criteria or characteristics change.
READY CAPITAL MORTGAGE
INVESTMENT TRUST
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
3.
MORTGAGE LOANS RECEIVABLE As of December 31, 2021, the details of the mortgage loans receivable are as follows:
Interest Rate Terms Maturity date Type Amortized cost
Balance carried forward to next page $ 18,615,290
READY CAPITAL MORTGAGE
INVESTMENT TRUST
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
3. MORTGAGE LOANS RECEIVABLE (Continued...)
As of December 31, 2021, the details of the mortgage loans receivable are as follows:
Interest Rate Terms Maturity date Type Amortized cost
Balance carried forward to next page $ 18,615,290
READY CAPITAL MORTGAGE
INVESTMENT TRUST
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
3.
MORTGAGE LOANS RECEIVABLE (Continued...) As of December 31, 2020, the details of the mortgage loans receivable are as follows:
4.
TRUST UNITHOLDERS ENTITLEMENTS
The Trust unitholders' entitlements with respect to the net assets attributable to the holders of redeemable units and distribution of income are generally as follows:
a)
Ownership of assets The pro rata share of the net assets
attributable to holders of redeemable units of the Trust in the proportion that each Trust unitholders' capital
bears to the aggregate Trust's
capital.
b)
Allocation of net income or loss Net income of the Trust will be allocated on
an annual basis, in arrears, 99.999% to the Trust unitholders and 0.001% to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum. The Trust
Unitholders' share of the income and loss of the Trust is allocated to Trust unitholders in the
proportion to their ownership of redeemable units at the commencement of the period.
c)
Distributions of income On each distribution date, on or about the 10th day of each calendar month, distributable cash will be distributed
first, as to 99.999% to the Trust unitholders in proportion to the number of
units held by each Trust unitholder on the distribution record date immediately preceding date of such distribution; and second, as to 0.001%
to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum.
d)
Redemptions Trust unitholders may redeem the units by tendering to the Trust the redemption notice specifying the Trust unitholders wishes to have the units
redeemed by the Trust. Early redemption penalties may apply if the redemption notice is not delivered in the manner as
required in the Trust Offering Memorandum
Upon redemption, the Trust unitholders will
receive proceeds of redemption equal to aggregate fair value of the units, together with an amount equal to all
interest dividends declared thereon and remaining unpaid.
The Trustees have the right to require
a Trust unitholder to redeem some or all of the units owned by such Trust unitholder on a redemption
date designated by the Trustees at the fair value per unit thereof on such date, less all applicable
deductions and fees, by notice in writing to the Trust unitholder before
the date of redemption, which right may be exercised
by the Trustees in its absolute discretion.
5.
FEES AND EXPENSES
a)
Mortgage administration fees
The Trust pays to the Mortgage Administrator a fee of $1,350 per month.
b)
Mortgage management fees
The Trust pays the Mortgage Manager by payment
of a monthly fee equal to 1/12th (one twelfth) of 2.00% (plus H.S.T) of the amount of the mortgage
receivables of the Trust as of the last business
day of each calendar month (the “Mortgage Management Fees”). The fees
may be subject to waiver or adjustment in accordance with the terms of the Mortgage Management Agreement, including in order to meet the target distribution yield of the Trust of approximately 8.0% per annum,
net of fees.
c)
Performance fees
The Mortgage Manager
is also entitled to a performance fee paid by the Trust to the Mortgage Manager
payable in respect of a calendar year
in which the net return of the Partnership exceeds 8.0% for such year and is equal to 20% of the aggregate net return of the Partnership for such year which exceeds
the 8.0% “hurdle” rate of return.
d)
Mortgage Originator
fees
The Mortgage Originator
is entitled to all lender, broker, origination, commitment, renewal, extension, discharge participation, NSF and
administration fees (“Lender/Broker Fees”) generated on Mortgage Investments it arranges and presents to
the Trust. Generally, such fees are
in the range of 2–6% of the loan amount
although in certain
circumstances the amount
can be higher.
e)
Commission
The Trust will from time to time retain and engage registered agents, securities dealers
and brokers and other
eligible persons to sell the Units. Any commissions, finder's fees or referral fees or other compensation payable (including expense reimbursements) by the Trust Manager
in connection with the distribution and sale of the Units will
be payable by the Trust. The Trust may pay a commission in connection with the Unit Offering of up to
one percent (1%) of the value of the securities purchased in the Unit
Offering.
5.
FEES AND EXPENSES
(Continued...)
f)
Operating fees
The Trust is responsible for the payment of all routine and customary fees and expenses
incurred relating to the administration and operation of the Trust including, but not limited
to: Trustee fees and expenses; management fees; custodian, and safekeeping fees and expenses;
registrar and transfer agency fees and expenses;
audit, legal and record-keeping fees and expenses; communication expenses;
printing and mailing expenses;
all costs and expenses associated with the qualification for sale and distribution of the Units
including securities filing fees (if any); investor servicing costs;
costs of providing information to Unitholders
(including proxy solicitation material, financial and other reports) and
convening and conducting meetings
of Unitholders; taxes, assessments or other governmental charges of all kinds levied against the Trust; interest expenses;
and all brokerage commissions and other fees associated with the purchase and sale of portfolio securities
and other assets of the Trust. In addition, the Trust will be responsible for the payment of all
expenses associated with ongoing investor relations and education relating to the Trust. The Trust Manager
will also be reimbursed for any expenses of any action, suit or other proceeding in which or in relation
to which the Trust Manager or the Trustee and/or any of their respective officers, directors, employees, consultants or agents (as applicable) is entitled to indemnity by the Trust.
6.
UNITS ISSUED AND OUTSTANDING
The authorized capital of the Trust consists
of an unlimited number of trust units, issuable in series designated in one or more classes of
units. Each issued and outstanding
unit represents an undivided interest in the net assets of the Trust.
The unit transactions for the year ended December 31, 2021 are as follows:
7.
RELATED PARTY
TRANSACTIONS
$660,000 of mortgage loans
issued to one of the trustees was discharged during the year with a remaining mortgage loan balance of $220,000 (2020 -
$880,000). For the year ended December 31, 2021, interest income
of $52,838 (2020 - $52,495)
was earned from such mortgage
loans receivable.
Included in interest
receivable is the amount of $3,000 (2020 - $16,000) due from Moneybroker Canada Inc., an entity subject
to common control
of the Trust.
The following are redeemable units held by the related party of the Trust:
During the year ended December 31, 2021, fees paid to the Trust Manager were as follows:
consideration prescribed by the offering
documents of the Trust. When related
parties enter unitholder transactions with the Trust,
the consideration is the transactional NAV available to all other unitholders on the
trade date.
8.
MINORITY INTEREST
The minority interest
represents the interest
of the Trust owned by the General
Partner of Ready Capital Mortgage Limited
Partnership. During the year ended December 31, 2021, the Trust allocated
$36 (2020 - $20) of income to the minority
interest owner and as of December 31, 2021 it has capital
of $163 (2021 - $127) of the Trust.
9.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Fair value IFRS 7 requires that the Trust disclose
information about the fair value of its financial assets and liabilities. Fair value estimates are made at the statement of financial
position date based on relevant market information and information about the financial instrument.
Financial assets and liabilities recorded at
fair value in the Trust's statement of financial position are categorized based upon the level of judgment associated with the inputs used to measure their fair value.
Hierarchical
levels, defined by IFRS 7 and directly
related to the amount of subjectivity associated with inputs to fair valuation of these financial assets and liabilities, are as follows:
•
Quoted prices (unadjusted) in active markets
for identical assets or liabilities (Level 1); •
Inputs other than quoted
prices included in Level 1 that are observable for the asset
or liability, either
directly (i.e., as prices) or indirectly (i.e., derived from prices) (Level
2); and •
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
The Trust Manager has determined that cash
amounting to $4,370,580 (2020 - $5,587,499) is the only asset classified as level 1 financial assets at fair value through profit or loss.
The Trust's financial
instruments consist of mortgage loans receivable, cash, interest receivable, distribution payable, accounts payable and accrued liabilities,
redemptions payable, subscriptions in advance,
and prepaid interest and other holdbacks. It is the Trust's opinion that due to
the short term nature of these
financial instruments, the Trust is not exposed to significant market price,
currency, interest rate, liquidity,
cash flow, credit, and portfolio concentration risks arising from these
financial instruments except as
described below. The fair value of
these financial instruments approximate their
carrying values, unless otherwise noted.
i)
Currency risk
The Trust may hold assets
and liabilities that are denominated in currencies other than the Canadian dollar - its functional currency. Consequently, the Trust
is exposed to risks that the exchange
rate of its currency relative to other currencies may change in a
manner that has an adverse effect on the value of the portion of the Trust's assets or
liabilities denominated in currencies other than Canadian dollars, absent any changes in market price or investment specific events.
The Trust has no material
exposure to currency risk as at December
31, 2021.
9. FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT (Continued...)
Fair value (Continued...)
ii)
Interest rate risk
The Trust may invest in fixed and floating rate securities. The income of the Trust may be affected by changes to interest rates relevant to
particular financial instruments or as a result of the Trust Manager
being unable to secure
similar returns on the expiry
of contracts or sale of securities. The value
of fixed interest financial instruments may be affected by interest rate
movements or the expectation of such movement
in the future. As at December 31, 2021, 94% (2020 - 82%) of the net assets are held in mortgage loans receivable and 10.5% (2020 - 22.7%) of net assets owned are held
in cash. The remaining portion of the Trust's net assets are
substantially non-interest bearing financial instruments.
iii) Liquidity risk
Liquidity risk is the possibility that
investments of the Trust cannot be readily converted into cash when required. The Trust may be subject
to liquidity constraints because of insufficient volume in the markets for the securities of the
Trust or the securities may be subject to legal or contractual restrictions on their resale. In addition,
the Trust is exposed to monthly cash redemptions of redeemable units. The units of the Trust are redeemed on demand
at the current net assets per unit at the option of the unitholder. The Trust manages
liquidity risk by continuously monitoring actual and projected cash flows to ensure that it will
always have sufficient liquidity
to meet its liabilities when due, under normal and stressed conditions, without
incurring unacceptable losses or risking damage
to the Trust's reputation. The Trust aims to retain sufficient cash and cash
equivalent positions to maintain
liquidity; therefore, the liquidity risk for the Trust is considered minimal.
iv)
Cash flow risk
Cash flow risk is the risk that future cash flows associated with a monetary
financial instrument will
fluctuate in amount. In the case of a floating rate debt instrument, such fluctuations will result from a
change in the effective interest rate of the financial instrument, usually
without a corresponding change in its fair value.
v)
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge
an obligation and cause the other party to incur a financial
loss.
Financial assets which potentially expose the
Trust to credit risk consist principally of mortgage loans receivable. The Trust seeks to mitigate its exposure to credit risk by performing credit reviews on borrowers
on a regular basis and maintaining specific
loan to value metrics on secured properties.
As at December 31, 2021, the
Trust had $38,818,690 (2020- $20,131,965) representing 94% (2020 - 82%) of the Trust's net assets invested in mortgage loans receivable. The Trust
Manager has applied
the expected credit
loss model to assess the expected credit
losses in accordance with IFRS and has concluded
that the mortgage loans receivable in
amount of $37,058,690 are classified as performing (stage 1) with no interest delinquency issues and
principal and interest are due within 12 months. One mortgage loan receivable in
amount of $1,760,000 is classified as non-performing (stage 3). The property associated with the mortgage loan receivable has been through
power sale proceedings and subsequent to
year end closed for proceeds sufficient that the principal and interest accrued
are expected to be fully recovered. Therefore, $Nil has been provided for allowance for expected credit
losses.
9.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)
Fair value (Continued...)
vi)
Concentration risk
Concentration risk arises as a result of the
concentration of exposures within the same category, whether it is product type, industry sector
or counterparty type. As at December 31, 2021, $38,818,690 (2020 - $20,131,965) representing
94% (2020 - 82%) of the Trust's net assets were invested in mortgage
loans receivable.
vii)
Market price risk
Market price risk is the risk that the fair
value or future cash flows of a financial instrument will fluctuate because of changes in market
prices (other than those arising from interest rate risk or currency risk), whether those changes are
caused by factors specific to the individual financial instrument or its issuer, or factors affecting similar financial instruments traded in the market.
The Trust is not currently exposed to market price risk as at December 31, 2021.
10.
CAPITAL MANAGEMENT
The Trust Manager considers the Trust’s
capital to consist of the issued units and the net assets attributable to participating unitholders.
The Trust Manager manages
the capital of the Trust in accordance with the Trust’s investment objectives, policies and restrictions, as outlined in the
Trust’s offering documents, while maintaining sufficient liquidity to meet participating withholder
redemptions.
The Trust does not have any externally imposed capital requirements.
11.
COMMITMENTS
a)
The Trust is committed to pay the Mortgage Administrator a fee of $1,350 per month.
b)
The Trust is committed to pay the Mortgage
Manager a monthly fee equal to 1/12th of 2.0% (plus HST) of the amount of the mortgage loans
receivable. The mortgage
management fee may be subject
to waiver or adjustment in accordance with the terms of the mortgage management agreement.
The Trust
has also committed to pay a performance fee equal to 20% of the aggregate net
returns of the Trust in excess
of 8% for the calendar year.
c)
The Trust may pay a commission to securities dealers
in connection with the unit subscriptions of up to 1% of the value of the securities purchased
in the unit offering.
d)
The Trust may pay mortgage origination fees to
the mortgage originator up to 6% of the funded
mortgage.
12.
MATERIAL UNCERTAINTY
Certain impacts from the COVID-19 outbreak may
have a significant negative impact on the Fund’s operations and performance. These circumstances may continue for an extended
period of time, and may have
an adverse impact on economic and market conditions. The ultimate economic
fallout from the pandemic,
and the long-term impact on economies, markets, industries and individual companies, are not known.
The extent of the impact to the financial performance and the operations of the Fund will depend
on future developments, which are highly
uncertain and cannot
be predicted.
READY CAPITAL MORTGAGE
INVESTMENT TRUST
CONSOLIDATED
FINANCIAL STATEMENTS DECEMBER
31, 2022
INDEX Page
Independent
Auditor's Report 1 - 3 Consolidated
Statement of Financial
Position 4 Consolidated Statement of Comprehensive Income 5 Consolidated Statement of Changes in Net Assets Attributable to Holders of Redeemable Units 6 Consolidated
Statement of Cash Flows 7 Notes to the Consolidated Financial Statements 8 - 24
INDEPENDENT AUDITOR'S
REPORT
To the Trustees of Ready Capital Mortgage
Investment Trust Opinion We have audited the consolidated financial
statements of Ready Capital Mortgage Investment Trust (the "Trust"), which comprise the consolidated statement
of financial position
as at December 31, 2022 and the consolidated
statement of comprehensive income, the consolidated statement of changes in net
assets attributable to holders
of redeemable units and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies.
In our opinion, the
accompanying consolidated financial statements present fairly, in all material
respects, the financial position
of the Trust as at December 31, 2022, and its financial
performance and its cash flows for the year then ended in accordance with International Financial
Reporting Standards (IFRS).
Basis for Opinion
We conducted our audit in accordance with Canadian generally
accepted auditing standards. Our responsibilities under those standards are further
described in the Auditor's
Responsibilities for the Audit of the Consolidated
Financial Statements section on our report. We are independent of the Trust in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We
believe that the audit evidence
we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and Those Charged
with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation
of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, management
is responsible for assessing the Trust's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either
intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Trust's financial
reporting process.
Independent Auditor's Report Page 2
Auditor's Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable
assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor's
report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit
conducted in accordance with Canadian
generally accepted auditing standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with
Canadian generally accepted auditing standards, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:
·
Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting
a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
·
Obtain an understanding of internal control
relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Trust’s internal control.
·
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
·
Conclude on the appropriateness of
management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Trust’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor's
report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Trust to cease to continue as a going concern.
·
Evaluate the overall presentation, structure
and content of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying
transactions and events
in a manner that achieves fair presentation.
Independent Auditor's Report Page 3
We communicate with those charged with
governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
Chartered Professional Accountants Licensed Public Accountants
Toronto,
Ontario March 31, 2023
CONSOLIDATED
STATEMENT OF FINANCIAL
POSITION AS AT DECEMBER 31, 2022
CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2022
2022 2021
Comprehensive
income attributable to holders of redeemable units
READY CAPITAL MORTGAGE
INVESTMENT TRUST
CONSOLIDATED
STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE UNITS
FOR THE YEAR ENDED DECEMBER 31, 2022
See accompanying notes to the consolidated financial
statements 6.
CONSOLIDATED
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER
31, 2022
2022 2021
Cash flows from operating activities Comprehensive income for the year $ 4,551,813 $ 2,735,848 Adjustments for: Provision for uncollectable amounts
753,000 -
See accompanying notes to the consolidated financial
statements
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
1.
THE TRUST
Ready Capital Mortgage Investment Trust (the
"Trust") was settled as an unincorporated open-ended investment trust under the laws of the
Province of Ontario pursuant to a Declaration of Trust dated January 24, 2019. The investment goal of the Trust is to finance
prudent conventional mortgages
secured by real property
situated in Canada. The Trust is the sole limited partner in Ready Capital
Mortgage Limited Partnership (the "Partnership"). The Trust aims to provide
its unitholders with stable and secure returns while preserving its investable
capital. The term of the Trust is indefinite, subject to certain conditions. The Trust is not a reporting
issuer in any province or territory of Canada. The Trust is not a trust company and does not carry on business
as a trust company, and therefore, is not registered under applicable legislation as a trust company
in any jurisdiction.
Ready Capital Mortgage
Limited Partnership (the "Partnership") is a limited partnership
established under the laws of
the Province of Ontario pursuant to the filing of a declaration of limited
partnership on January 25, 2019. Ready Capital Mortgage
Holdings Ltd., a corporation incorporated under the laws of the Province of Ontario, is the General
Partner (the "General Partner") of the Partnership. Falcon
Ridge Mgmt Ltd. is the mortgage administrator (the "Mortgage
Administrator") of the Partnership. Rite Alliance Management Inc. is the mortgage manager
(the "Mortgage Manager") and Moneybroker Canada
Inc. is the mortgage originator (the "Mortgage Originator"). The Partnership intends
to carry on its business
to invest in mortgages and
to manage and administer the mortgage portfolio in accordance with the investment policies pursuant to the limited
partnership agreement dated
January 25, 2019.
The Limited
Partnership is a non-bank provider of mortgage loans and will make monthly cash distributions to the Trust and its trust unitholders from income of the Partnership. In the ordinary
course of business the Trust
will distribute all of the distributable cash calculated in accordance with its distribution
policy. The principal place of
business of the Trust is located at 4491 Highway 7, Unionville, Ontario L3R 1M1.
Christine Xu, Martin Reid and Ronald Cuadra
are the trustees of the Trust. Rite
Alliance Management Inc., (a company controlled by the trustees) is the Trust Manager of the
Trust.
2.
SIGNIFICANT
ACCOUNTING POLICIES
Statement of Compliance with International Financial Reporting Standards
These consolidated financial
statements have prepared
using accounting policies
consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB").
These consolidated financial statements were
authorized to issue by the Trust Manager on March 31, 2023.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Basis of preparation
These consolidated financial statements have been prepared on a historical cost basis except
for financial instruments that have been measured at
fair value. In addition, these
consolidated financial statements have been prepared using
the accrual basis of accounting, except for cash flow information.
These consolidated financial statements have
been prepared on the basis of IFRS standards that are published at the time of preparation and that are effective as
at December 31, 2022, the Trust 's annual reporting date.
These consolidated financial statements are
presented in the functional currency of the Trust, Canadian dollars.
Principles of consolidation
These consolidated financial statements
include the accounts of the Trust and Ready Capital Mortgage Limited
Partnership (the
"Partnership"). The Trust
owns 100% of the Class A LP units of the Partnership. The minority interest reflected in these
consolidated financial statements represents the interest of the General Partner in the Limited Partnership. In accordance with the Limited Partnership agreement the General Partner is entitled
to 0.001% of the Limited Partnership earnings.
All inter- company accounts
and transactions have been eliminated on consolidation.
Financial instruments
IFRS 9, Financial Instruments – Classification and Measurement (“IFRS
9”) requires financial
assets to be classified as amortized cost, fair
value through profit or loss (“FVTPL”), or fair value through other comprehensive income (“FVOCI”) based on
the entity’s business model for managing financial assets and the contractual cash flow characteristics of these assets. Assessment of the business
model approach in use is an accounting judgment. Fair value changes for financial
liabilities at FVTPL, which are attributable to changes in the entity's
own credit risk, are to be presented
in other comprehensive income unless they
affect amounts recorded in income. Financial
assets and liabilities are recognized in the
consolidated financial statements when the Trust becomes a party to the
contractual provisions of the instruments. The Trust Manager has designated its cash as financial assets at FVTPL, which is measured at fair value.
The Trust only measures debt instruments at amortized cost if both of the following conditions are met:
•
The financial asset is held within a business
model with the objective to hold financial assets in order to collect
contractual cash flows. •
The contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments
of principal and interest (“SPPI”)
on the principal amount outstanding.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) Business model assessment: The Trust determines its business model
at the level that best reflects how it manages
groups of financial assets to achieve its business objective. The business model
is not assessed on an instrument-by- instrument basis, but at a higher level of aggregated
portfolios and is based on observable factors
such as:
•
How the performance of the business
model and the financial assets
held within that business model are evaluated and reported to the entity’s
key management personnel; •
The risks that affect the performance of the business
model (and the financial assets
held within that business
model) and, in particular, the way
those risks are managed; •
How managers of the business
are compensated (for example, whether
the compensation is based on the fair value of the assets managed or on the contractual cash flows collected); and •
The expected frequency, value and timing of sales.
The SPPI test:
As a second step of its classification
process, the Trust assesses the contractual terms of financial instruments to identify whether they meet the SPPI test.
“Principal” for the purpose of this test is
defined as the fair value of the financial asset at initial recognition and may change over the life
of the financial asset (for example, if there are repayments of principal or amortization of the premium/discount).
In contrast, contractual terms that introduce
more than a minimal exposure to risks or volatility in the contractual cash flows that are unrelated
to a basic lending arrangement do not give rise to contractual cash flows that are SPPI on the principal
amount outstanding. In such cases, the financial
asset is required
to be measured
at FVTPL.
Management has performed the business model
assessment and SPPI test and concluded that the mortgages are financial
assets carried at amortized cost.
IFRS 9 requires that an
entity recognizes an allowance for expected credit losses on financial assets
which are measured at amortized
costs or FVOCI. Financial assets held
by the Trust which are measured at FVTPL are not subject
to the impairment requirements.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...) Financial instruments (Continued...) The SPPI test: (Continued...) The Trust applies an expected credit loss
(“ECL”) model, where credit losses that are expected to transpire in future years irrespective of whether a loss event
has occurred or not as at the statement of financial
position date, are provided for. The Trust assesses and segments its loan
portfolio into performing (Stage 1),
under-performing (Stage 2) and non-performing (Stage 3) categories as at each statement of financial position date. Loans are categorized as under-performing
if there has been a significant
increase in credit risk. The Trust utilizes internal risk rating changes,
delinquency and other identifiable risk factors to determine when there has been a significant increase
or decrease in the credit
risk of a loan. Indicators of
a significant increase in credit risk include a recent degradation in internal partnership risk rating based on the
Trust’s custom behaviour credit scoring model, non-sufficient fund (“NSF”) transactions, delinquency and
adjustments to the loan’s terms. Under-performing
loans are recategorized to performing only if there
is deemed to be a substantial decrease
in credit risk. Loans are categorized as non-performing if there is objective evidence
that such loans will
likely charge-off in the future which the Trust has determined to
be when loans are delinquent for greater than 30 days. For performing loans, the Trust
is required to record an allowance for loan losses equal to the expected
losses on that group of loans
over the ensuing twelve months. For
under-performing and non-performing loans,
the Trust is required to record an allowance for loan losses equal to the expected
losses on those groups of loans over their remaining
life. The Trust does not provide any additional credit
to borrowers who are delinquent. In order for additional credit
to be advanced to a borrower, they must be current on their pre-existing loan and meet the Trust’s
credit and underwriting requirements. In limited
situations, the Trust may amend the terms of a loan for customers
that are current or are in arrears as a means to ensure the customer remains
able to repay the loan. The key inputs in the measurement of ECL allowances
are as follows: •
The probability of default is an estimate of the likelihood of default over a given time horizon; •
The exposure at default is an estimate of the exposure at a future default
date; •
The loss given default is an estimate of the loss arising
in the case where a default occurs at a given time; and •
Forward-looking indicators (“FLIs”). Ultimately, the ECL is calculated based on the
probability weighted expected cash collected shortfall against the carrying value of the loan and considers reasonable
and supportable information about past events,
current conditions and forecasts of future events and economic conditions that
may impact the credit profile of the
loans. Forward-looking information is
considered when determining significant increase in credit risk and measuring expected
credit losses. Forward-looking
macroeconomic factors are incorporated
in the risk parameters as relevant. From an analysis of historical data,
General Partner has identified and
reflected in the Trust’s ECL allowance those relevant FLIs variables that
contribute to credit risk and losses
within the Partnership’s loan portfolio. Within
the Trust’s loan portfolio, the most highly
correlated variable is real estate prices.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) The SPPI test: (Continued...) With respect to consolidated financial
statements items classified as loans and receivable, the Trust considers both historical analysis and forward looking information in determining expected credit losses. As at the year end date, all loans and
receivables are due to be settled within the short term. The Trust considers
the probability of default and the capacity of counterparties to meet their contractual obligation in the near term.
Financial liabilities
Financial liabilities are classified as
measured at amortized cost or fair value through profit or loss ("FVTPL"). A financial liability is classified as at
FVTPL if it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are
measured at fair value and net gains and losses, including any interest expense,
are recognized in profit or loss. Other
financial liabilities are subsequently measured
at amortized cost using the effective interest method. Interest expense is recognized in profit or loss. Any gain or loss
on derecognition is also
recognized in profit
or loss.
The Trust classified accounts payable and
accrued liabilities, prepaid interest and other holdbacks, subscriptions in advances, distribution payable and redemptions payable as measured at amortized
cost.
Derecognition
of financial instruments
A financial asset is derecognized when the rights to receive cash flows from the asset
have expired or the Company has transferred substantially
all of the risk and rewards of the asset. The
Trust assesses each reporting date whether there
is any objective evidence that a financial
asset is impaired, the impairment provision is based upon the expected
loss.
The Trust derecognizes a
financial liability when its contractual obligations are discharged or
cancelled or expire.
Cash
Cash consists of cash on deposit.
Amounts are carried at fair value.
Offsetting of financial
instruments
Financial assets and financial liabilities are
offset and the net amount reported in the statement of financial position
if there is currently enforceable legal right to offset the recognized amounts
and there is an
intention to settle on a net basis, or to realize the asset and settle the
liability simultaneously. Quantitative information on the impact on the Trust's statement of financial position
if all amounts were set off is required.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Revenue recognition
Revenue is recognized to the extent that it is
probable that the economic benefits will flow to the Trust and the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received,
excluding discounts, rebates
and other sales tax or duty.
Mortgage loan interest and interest rate
reduction fees are recognized in the period in which they are earned.
Lender's fees are earned at
the inception of the mortgage loan. Such fees are accounted for on the accrual basis.
Discharge fees are earned when the mortgagees
repay the mortgage before the due date. Such fees are recorded on the
discharge date.
Redemption charges are earned when unitholders redeem their units prior to the minimum holding period as specified in the Trust Offering Memorandum. Such fees are accounted for on the date of redemption.
Provisions
The Trust recognizes a provision, if as a
result of a prior event, the Trust has a current obligation requiring the outflow of resources to settle. Provisions are recorded at the Trust Manager's best estimates of the most probable outcome
of any future settlement.
Valuation of redeemable units
The units of the Trust may be surrendered for
redemption at any time but will be redeemed only on a Valuation Date and at no other time. Distributions to Unitholders may be paid by cheque
or by issuance of additional Units. The Trust’s units are therefore classified as financial liabilities. The Trust’s units do not
meet the criteria in IAS 32 for classification as equity. The net asset value per unit is determined
as of the close of business,
monthly. The determination is made by
dividing the net assets attributable to holders
of redeemable units (“Net Asset Value”) of the Trust at that date by the total
number of units outstanding.
Comprehensive
income attributable to holders of redeemable units per unit
Comprehensive
income attributable to holders of redeemable units per unit as disclosed
in the statement of comprehensive income is calculated by dividing the comprehensive income
attributable to holders
of redeemable units
by the average number of units outstanding during the year.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Critical judgements and estimates
The preparation of
consolidated financial statements in conformity with International Financial
Reporting Standards,
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of consolidated financial statements, and the reported amounts of revenues and
expenses during the reporting period. The following
discusses the most significant accounting judgments and estimates
that the Fund has made in preparing the consolidated financial
statements:
Allowance for credit losses
The determination of the allowance for credit losses on mortgage
loans receivable is the most significant estimate. The key inputs
in the measurement of ECL allowances, all of which are subject
to accounting judgments, estimates and assumptions are discussed in note 10.
Assessment as investment entity
The Trust Manager has concluded that the Trust
meets the characteristics and the definition of an investment entity, in that it has more than one investment and is managed
in accordance with the Trust's
investment guidelines; the investments are predominantly in the form of
mortgage loans. These conclusions will be reassessed on an annual
basis, if any of these
criteria or characteristics change.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
3.
MORTGAGE LOANS RECEIVABLE
2022 2021
Mortgage loans receivable $ 57,747,945 $ 38,818,690 Provision for uncollectable amounts
753,000 -
$ 56,994,945 $ 38,818,690
Summary of mortgages
by types is as
follows:
As at December 31, 2022
Gross principal Allowance for expected
credit losses Net principal
Stage 1 Stage 2 Stage 3 Residential
L
As at December 31, 2021
Gross principal Allowance for expected
credit losses Net principal
Stage 1 Stage 2 Stage 3 Residential 1st mortgage $ 5,415,750 $ - $ - $ - $ 5,415,750 2nd mortgage 16,690,940 - - - 16,690,940
Commercial
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
4.
TRUST UNITHOLDERS ENTITLEMENTS
The Trust unitholders' entitlements with respect to the net assets attributable to the holders of redeemable units and distribution of income are generally as follows:
a)
Ownership of assets The pro rata share of the net assets
attributable to holders of redeemable units of the Trust in the proportion that each Trust unitholders' capital
bears to the aggregate Trust's
capital.
b)
Allocation of net income or loss Net income of the Trust will be allocated on
an annual basis, in arrears, 99.999% to the Trust unitholders and 0.001% to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum. The Trust
Unitholders' share of the income and loss of the Trust is allocated to Trust unitholders in the
proportion to their ownership of redeemable units at the commencement of the period.
c)
Distributions of income On each distribution date, on or about the 10th day of each calendar month, distributable cash will be distributed
first, as to 99.999% to the Trust unitholders in proportion to the number of
units held by each Trust unitholder on the distribution record date immediately preceding date of such distribution; and second, as to 0.001%
to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum.
d)
Redemptions Trust unitholders may redeem the units by tendering to the Trust the redemption notice specifying the Trust unitholders wishes to have the units
redeemed by the Trust. Early redemption penalties may apply if the redemption notice is not delivered in the manner as
required in the Trust Offering Memorandum
Upon redemption, the Trust unitholders will
receive proceeds of redemption equal to aggregate fair value of the units, together with an amount equal to all
interest dividends declared thereon and remaining unpaid.
The Trustees have the right to require
a Trust unitholder to redeem some or all of the units owned by such Trust unitholder on a redemption
date designated by the Trustees at the fair value per unit thereof on such date, less all applicable
deductions and fees, by notice in writing to the Trust unitholder before
the date of redemption, which right may be exercised
by the Trustees in its absolute discretion.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
5.
FEES AND EXPENSES
a)
Mortgage administration fees
The Trust pays to the Mortgage Administrator a fee of $1,350 per month.
b)
Mortgage management fees
The Trust pays the Mortgage Manager by payment
of a monthly fee equal to 1/12th (one twelfth) of 2.00% (plus H.S.T) of the amount of the mortgage
receivables of the Trust as of the last business
day of each calendar month (the “Mortgage Management Fees”). The fees
may be subject to waiver or adjustment in accordance with the terms of the Mortgage Management Agreement, including in order to meet the target distribution yield of the Trust of approximately 8.0% per annum,
net of fees.
c)
Performance fees
The Mortgage Manager
is also entitled to a performance fee paid by the Trust to the Mortgage Manager
payable in respect of a calendar year
in which the net return of the Partnership exceeds 8.0% for such year and is equal to 20% of the aggregate net return of the Partnership for such year which exceeds
the 8.0% “hurdle” rate of return.
d)
Mortgage Originator
fees
The Mortgage Originator
is entitled to all lender, broker, origination, commitment, renewal, extension, discharge participation, NSF and
administration fees (“Lender/Broker Fees”) generated on Mortgage Investments it arranges and presents to
the Trust. Generally, such fees are
in the range of 2–6% of the loan amount
although in certain
circumstances the amount
can be higher.
e)
Commission
The Trust will from time to time retain and engage registered agents, securities dealers
and brokers and other
eligible persons to sell the Units. Any commissions, finder's fees or referral fees or other compensation payable (including expense reimbursements) by the Trust Manager
in connection with the distribution and sale of the Units will
be payable by the Trust. The Trust may pay a commission in connection with the Unit Offering of up to
one percent (1%) of the value of the securities purchased in the Unit
Offering.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
5.
FEES AND EXPENSES
(Continued...)
f)
Operating fees
The Trust is responsible for the payment of all routine and customary fees and expenses
incurred relating to the administration and operation of the Trust including, but not limited
to: Trustee fees and expenses; management fees; custodian, and safekeeping fees and expenses;
registrar and transfer agency fees and expenses;
audit, legal and record-keeping fees and expenses; communication expenses;
printing and mailing expenses;
all costs and expenses associated with the qualification for sale and distribution of the Units
including securities filing fees (if any); investor servicing costs;
costs of providing information to Unitholders
(including proxy solicitation material, financial and other reports) and
convening and conducting meetings
of Unitholders; taxes, assessments or other governmental charges of all kinds levied against the Trust; interest expenses;
and all brokerage commissions and other fees associated with the purchase and sale of portfolio securities
and other assets of the Trust. In addition, the Trust will be responsible for the payment of all expenses
associated with ongoing investor relations and education relating to the Trust. The Trust Manager will also be reimbursed
for any expenses of any action, suit or other
proceeding in which or in relation to which the Trust Manager or the Trustee
and/or any of their respective officers, directors, employees, consultants or agents (as applicable) is entitled to indemnity by the Trust.
6.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
2022 2021
Accounts payable $ 617,458 $ 216,224 Accrued liabilities 50,000 123,107 $ 667,458 $ 339,331
7.
UNITS ISSUED AND OUTSTANDING
The authorized capital of the Trust consists
of an unlimited number of trust units, issuable in series designated in one or more classes of
units. Each issued and outstanding
unit represents an undivided interest in the net assets of the Trust.
The unit transactions for the year ended December 31, 2022 are as follows:
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
8.
RELATED
PARTY TRANSACTIONS $540,000 of mortgage loans
issued to one of the trustees was discharged during the year with a remaining mortgage loan balance of $Nil (2021 - $220,000). For the year ended December
31, 2022, interest income of $30,047
(2021 - $52,838) was earned from such mortgage
loans receivable. Included in interest receivable is the amount of $Nil (2021 - $3,000) due from Moneybroker Canada Inc., an entity subject
to common control
of the Trust. Included in accounts payable and accrued
liabilities is the amount of $147,284 (2021 - $99,206) due to Moneybroker Canada Inc., an entity
subject to common control of the Trust. During the year, the Trust incurred
Mortgage Origination fee of
$86,207 (2021 - $99,206). During the year ended December 31, 2022, fees paid to the Trust Manager were as follows:
consideration prescribed by the offering
documents of the Trust. When related
parties enter unitholder transactions with the Trust,
the consideration is the transactional NAV available to all other unitholders on the
trade date.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
9.
MINORITY INTEREST The minority
interest represents the interest of the Trust owned by the General
Partner of Ready Capital Mortgage Limited
Partnership. During the year ended December 31, 2022, the Trust allocated
$48 (2021 - $36) of income to the minority
interest owner and as of December 31, 2022 it has capital
of $211 (2022 - $163) of the Trust.
10.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Fair value IFRS 7 requires that the Trust disclose
information about the fair value of its financial assets and liabilities. Fair value estimates are made at the statement of financial
position date based on relevant market information and information about the financial instrument. Financial assets and liabilities recorded at
fair value in the Trust's statement of financial position are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical
levels, defined by IFRS 7 and directly
related to the amount of subjectivity associated with inputs to fair valuation of these financial assets and liabilities, are as follows: •
Quoted prices (unadjusted) in active markets
for identical assets or liabilities (Level 1); •
Inputs other than quoted
prices included in Level 1 that are observable for the asset
or liability, either
directly (i.e., as prices) or indirectly (i.e., derived from prices) (Level
2); and •
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). The Trust Manager has determined that cash
amounting to $4,447,287 (2021 - $4,370,580) is the only asset classified as level 1 financial assets at fair value through profit or loss. The Trust's financial
instruments consist of mortgage loans receivable, cash, interest receivable, distribution payable, accounts payable and accrued liabilities,
redemptions payable, subscriptions in advance,
and prepaid interest and other holdbacks. It is the Trust's opinion that due to
the short term nature of these
financial instruments, the Trust is not exposed to significant market price,
currency, interest rate, liquidity,
cash flow, credit, and portfolio concentration risks arising from these
financial instruments except as
described below. The fair value of
these financial instruments approximate their
carrying values, unless otherwise noted. i)
Currency risk The Trust may hold assets
and liabilities that are denominated in currencies other than the Canadian dollar - its functional currency. Consequently, the Trust
is exposed to risks that the exchange
rate of its currency relative to other currencies may change in a
manner that has an adverse effect on the value of the portion of the Trust's assets or
liabilities denominated in currencies other than Canadian dollars, absent any changes in market price or investment specific events. The Trust has no material exposure
to currency risk as at December 31, 2022.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
10. FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT (Continued...)
Fair value (Continued...)
ii)
Interest rate risk
The Trust may invest in fixed and floating rate securities. The income of the Trust may be affected by changes to interest rates relevant to
particular financial instruments or as a result of the Trust Manager
being unable to secure
similar returns on the expiry
of contracts or sale of securities. The value
of fixed interest financial instruments may be affected by interest rate
movements or the expectation of such movement
in the future. As at December 31, 2022, 93% (2021 - 94%) of the net assets are held in mortgage loans receivable and
7.3% (2021 - 10.5%) of net assets owned are held in cash. The remaining
portion of the Trust's net assets are substantially non-interest bearing financial instruments.
iii) Liquidity risk
Liquidity risk is the possibility that
investments of the Trust cannot be readily converted into cash when required. The Trust may be subject
to liquidity constraints because of insufficient volume in the markets for the securities of the
Trust or the securities may be subject to legal or contractual restrictions on their resale. In addition,
the Trust is exposed to monthly cash redemptions of redeemable units. The units of the Trust are redeemed on demand
at the current net assets per unit at the option of the unitholder. The Trust manages
liquidity risk by continuously monitoring actual and projected cash flows to ensure that it will
always have sufficient liquidity
to meet its liabilities when due, under normal and stressed conditions, without
incurring unacceptable losses or risking damage
to the Trust's reputation. The Trust aims to retain sufficient cash and cash
equivalent positions to maintain
liquidity; therefore, the liquidity risk for the Trust is considered minimal.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
10. FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT (Continued...) Fair value (Continued...) iii)
Liquidity risk (Continued...) As at December 31, 2022
iv)
Cash flow risk Cash flow risk is the risk that future cash flows associated with a monetary
financial instrument will
fluctuate in amount. In the case of a floating rate debt instrument, such fluctuations will result from a
change in the effective interest rate of the financial instrument, usually
without a corresponding change in its fair value.
v)
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge
an obligation and cause the other party to incur a financial
loss.
Financial assets which potentially expose the
Trust to credit risk consist principally of mortgage loans receivable. The Trust seeks to mitigate its exposure to credit risk by performing credit reviews on borrowers
on a regular basis and maintaining specific
loan to value metrics on secured properties.
As at December 31, 2022, the
Trust had $56,994,945 (2021- $38,818,690) representing 93% (2021 - 94%) of the Trust's net assets invested in mortgage loans receivable. The Trust
Manager has applied
the expected credit
loss model to assess the expected credit
losses in accordance with IFRS and has concluded that the mortgage
loans receivable in the principal amount of $53,293,945 (2021 - $37,058,690) are classified
as performing (stage 1) with no interest delinquency issues and principal and interest are due within 12 months. Five
mortgage loans receivable with a principal amount of $4,454,000 (2021 -
$1,760,000) are classified as non-performing (stage 3). The properties
associated with the mortgage loans receivable have been placed
in power of sale during
the year or subsequent to year
end or are in renegotiation. As a result of such events, a provision of
$753,000 as an expected credit losses has
been made for all mortgage loans receivable.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
10.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)
Fair value (Continued...)
v)
Credit risk (Continued...)
The following table shows the summary of mortgage
loans receivable by stages:
Stage 1 Stage 2 Stage 3 Total Residential
Commercial
vi)
Concentration risk
Concentration risk arises as a result of the
concentration of exposures within the same category, whether it is
product type, industry
sector or counterparty type. As at December 31, 2022, $56,994,945 (2021 - $38,818,690) representing
93% (2021 - 94%) of the Trust's net assets were invested in mortgage
loans receivable.
vii)
Market price risk
Market price risk is the risk that the fair
value or future cash flows of a financial instrument will fluctuate because of changes in market
prices (other than those arising from interest rate risk or currency risk), whether those changes are
caused by factors specific to the individual financial instrument or its issuer, or factors affecting similar financial instruments traded in the market.
The Trust is not currently
exposed to market price risk as at December 31, 2022.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
11.
CAPITAL MANAGEMENT
The Trust Manager considers the Trust’s
capital to consist of the issued units and the net assets attributable to participating unitholders.
The Trust Manager manages
the capital of the Trust in accordance with the Trust’s investment objectives, policies and restrictions, as outlined in the
Trust’s offering documents, while maintaining sufficient liquidity to meet participating withholder
redemptions.
The Trust does not have any externally imposed capital requirements.
12.
COMMITMENTS
a)
The Trust is committed to pay the Mortgage Administrator a fee of $1,350 per month.
b)
The Trust is committed to pay the Mortgage
Manager a monthly fee equal to 1/12th of 2.0% (plus HST) of the amount of the mortgage loans
receivable. The mortgage
management fee may be subject
to waiver or adjustment in accordance with the terms of the mortgage management agreement.
The Trust
has also committed to pay a performance fee equal to 20% of the aggregate net
returns of the Trust in excess
of 8% for the calendar year.
c)
The Trust may pay a commission to securities dealers
in connection with the unit subscriptions of up to 1% of the value of the securities purchased
in the unit offering.
d)
The Trust may pay mortgage origination fees to
the mortgage originator up to 6% of the funded
mortgage.
13.
MATERIAL UNCERTAINTY
Certain impacts from
volatility of prime interest rate may have a significant negative impact on the
Trust’s operations and performance. These circumstances may continue for an extended
period of time, and may have
an adverse impact on economic and market conditions. The ultimate economic
fallout from the volatility of prime
interest rate, and the long-term impact on economies, markets, industries and individual companies, are not known. The
extent of the impact to the financial performance and the operations of the Trust will depend on
future developments, which are highly uncertain and cannot be predicted.
Date: March 31, 2023 AMENDED AND RESTATED
OFFERING MEMORANDUM
The Issuer
Name: Ready Capital Mortgage Investment Trust (the “Trust”) Head office: Address: 4491
Highway 7 East, Markham, Ontario L3R 1M1 Phone: 905-305-8488 Fax: 905-305-8982 E-mail: info@readycapital.ca Website: https://readycapital.ca/ Currently listed or
quoted? No. These securities do not trade on any exchange or market. Reporting Issuer? No. The Offering Securities offered: Units of the
Trust Price per security: Net asset value per Unit. The Trust expects the net asset value per Unit to be per $100.00.
Minimum/Maximum Unit Offering:
Minimum subscription amount: There is no minimum or maximum offering. You may be the only purchaser. Funds available under the offering may
not be sufficient to accomplish our proposed objectives. There is a
minimum subscription of 50 Units ($5,000). Additional investments must be in the amount of not less than
$5,000 in Ontario and $25,000 in all other provinces.
Payment terms: The subscription price for Units being purchased
is payable in full by the applicable Closing Date. See Item 5.2 “Subscription Procedure”. Proposed Closing Dates: Subscriptions will be received
subject to acceptance or rejection in whole or in part. The right is reserved to close the
subscription books at any time without notice, and thus, there is no single fixed closing date for the Unit Offering. Income tax consequences:
There are important tax consequences to these securities. See Item 8 “Income Tax Consequences and Registered
Plan Eligibility”.
Insufficient
Funds Not applicable.
Compensation Paid to
Sellers and Finders A person
has received or will receive
compensation for the sale of securities under this offering.
See Item 9 “Compensation Paid to Sellers”.
Underwriter Belco
Private Capital Inc. (“Belco”) has
been retained by the Trust Manager in respect of the Unit Offering pursuant
to an agreement made between
Belco, the Trust and the Trust Manager
(the “Distribution Agreement”).
Belco is considered a “connected issuer” and/or “related issuer” of the Trust,
as such terms are defined in National
Instrument 33-105 – Underwriting
Conflicts. The dealing representatives of Belco who are acting on behalf of Belco in connection with the Unit Offering, are employees of an
affiliate of the Trust Manager. The dealing representatives only offer the Units of the Trust in their roles as dealing representatives for
the Trust.
The Trust Manager
may also engage
other dealers to distribute the Units.
Resale Restrictions The Trust is not a reporting issuer or equivalent and has no present intention
of becoming a reporting issuer in any province of Canada. The Subscriber will be restricted from selling the Units
for an indefinite period. See Item 12 “Resale Restrictions”.
Working Capital
Deficiency Not applicable.
Payments to Related Party Not applicable.
Certain Related Party Transactions Not applicable.
Certain Dividends or Distributions The Trust has
not pay dividends or distributions that exceeded cash flow from operations.
Conditions on Repurchases You will have a right to
require the issuer to repurchase the securities from you, but this right is
qualified by the provisions the
Declaration of Trust (as defined herein) relating to such repurchase, including, among other things, a specified notice period
and early redemption charges. As a result, you might not receive the amount
of proceeds that you want.
See Item 5.1 “Terms of Securities”.
Purchaser's Rights The Subscriber has two (2) business days to cancel the agreement
to purchase Units. If there is a misrepresentation
in this Unit Offering Memorandum, the Subscriber has the right to sue either
for damages or to cancel the agreement. See Item 13 “Purchasers’ Rights”.
No securities regulatory authority or regulator has assessed the merits
of these securities or reviewed this Unit
Offering Memorandum. Any representation to the contrary is an offence. This is
a risky investment. See Item
10 “Risk Factors”.
TABLE OF CONTENTS
THE PARTNERSHIP AND MORTGAGE
ADMINISTRATION, MANAGEMENT AND ORIGINATION . 22 Mortgage Administration Agreement............................................................................................................................................................ 22
3.
COMPENSATION
AND SECURITY HOLDING
OF CERTAIN PARTIES......................................................... 40 3.1
Compensation
and Securities Held....................................................................................................................... 40 3.2
Management Experience...................................................................................................................................... 41 3.2.1 Other Persons.............................................................................................................................................. 41 3.3 Penalties,
Sanctions, Bankruptcy,
Insolvency and Criminal or
Quasi-Criminal Matters..................................... 42 4.
CAPITAL STRUCTURE............................................................................................................................................... 43 4.1
Securities Except for Debt Securities................................................................................................................... 43 4.2
Long Term Debt.................................................................................................................................................... 44 4.3
Prior Sales............................................................................................................................................................. 44 5.
SECURITIES
OFFERED.............................................................................................................................................. 44 5.1
Terms of Securities............................................................................................................................................... 44 DESCRIPTION
OF TRUST UNITS............................................................................................................................................ 45 Rights and Characteristics of the Units......................................................................................................................................... 45 Transfer of Units........................................................................................................................................................................... 45 Limitation
on Non-Resident Ownership....................................................................................................................................... 45 Unitholder Redemption Rights and Early Redemption Charge.................................................................................................... 46 Redemption
Notice Requirements, Early Redemption Charge and Cash Distributions............................................................... 46 Trustees’ Redemption Rights....................................................................................................................................................... 47 Distribution Policy........................................................................................................................................................................ 47 Suspension of Redemption........................................................................................................................................................... 48 Reinvestment Right...................................................................................................................................................................... 48 Register......................................................................................................................................................................................... 49 Unit Certificates............................................................................................................................................................................ 49 Information
and Reports............................................................................................................................................................... 49 5.2 Subscription
Procedure......................................................................................................................................... 49 6.
REPURCHASE REQUESTS......................................................................................................................................... 50 7.
CERTAIN DIVIDENDS
OR DISTRIBUTIONS......................................................................................................... 51 8.
INCOME TAX CONSEQUENCES AND REGISTERED PLAN ELIGIBILITY................................................... 51 8.1
General Statement................................................................................................................................................. 51 8.2
Description of Income Tax Consequences........................................................................................................... 51 General.......................................................................................................................................................................................... 51 Mutual Fund Trust
Status............................................................................................................................................................. 52 SIFT Rules.................................................................................................................................................................................... 52 Taxation of the Trust.................................................................................................................................................................... 52 Taxation of the Partnership........................................................................................................................................................... 53 Taxation of Unitholders................................................................................................................................................................ 53 FATCA......................................................................................................................................................................................... 54 8.3 RRSP Advice........................................................................................................................................................ 55 Eligibility for Investment.............................................................................................................................................................. 55 9.
COMPENSATION
PAID TO SELLERS AND FINDER........................................................................................... 56 Commission.................................................................................................................................................................................. 56 10. RISK FACTORS............................................................................................................................................................. 56 11. REPORTING OBLIGATIONS..................................................................................................................................... 65 11.1
Continuous
Disclosure.......................................................................................................................................... 65 11.2 Access to Corporate and Securities Information about the Trust......................................................................... 66 12. RESALE
RESTRICTIONS........................................................................................................................................... 66 12.1
Restricted Period................................................................................................................................................... 66 12.2
Manitoba Resale Restrictions............................................................................................................................... 66 13. PURCHASERS’ RIGHTS.............................................................................................................................................. 67 13.1
Statements Regarding Purchaser’s Rights............................................................................................................ 67 13.2
Cautionary Statement Regarding Report,
Statements or Opinion by Expert........................................................ 83 14. FINANCIAL
STATEMENTS........................................................................................................................................ 83 15. DATE AND CERTIFICATE......................................................................................................................................... 84
The securities described in
this Offering Memorandum (“Offering
Memorandum”) are offered for sale only
in those jurisdictions and to those persons where and to whom they may be
lawfully offered for sale. This
Offering Memorandum is not, and under no circumstances is it to be construed
as, a public offering or advertisement of these securities. No securities regulatory authority
or regulator has reviewed this Offering
Memorandum. Any representation to the contrary is an offence. This is a risky
investment – see Item 10 “Risk
Factors”. The securities offered hereunder will be
subject to resale restrictions imposed under the securities laws of the Province of Ontario. Each subscriber has two (2) business days to cancel
its agreement to purchase these securities. If there is a
misrepresentation in this Offering Memorandum,
each subscriber has the right to sue either for damages or to cancel its
subscription. See Item 13 – “Purchasers' Rights”. Each subscriber will be
restricted from selling its securities for four (4) months and a day after the date Ready Capital
Mortgage Investment Trust becomes a reporting issuer in any province or territory
in Canada. See the Item 12 “Resale
Restrictions”.
Unit Offering Ready Capital
Mortgage Investment Trust (“Trust”)
The Trust
is offering, on a private placement basis, Units of the Trust (“Unit Offering”) at the price of the Net
Asset Value per Unit as determined from time to time that being approximately
$100 per Unit (“Unit Subscription Price”).There is no
minimum or maximum offering. There is a minimum subscription of 50 Units ($5,000). Additional investments must be in the amount of not less than $5,000
in Ontario and $25,000 in all other provinces. The
Trust may in its discretion waive these minimum amounts for a particular investor. Each Unit represents
an undivided beneficial interest in the assets of the Trust, which will principally be comprised of indirect
interests in mortgage loans. Subscriptions
will be subject to acceptance or
rejection in whole or in part, and subject to the satisfaction of the
conditions set forth under Item 5.2 “Subscription Procedure”.
The right is reserved to close the subscription books of the Trust at any time without notice, and thus, there
is no single fixed closing date for the Unit Offering. The Unit Offering has no
minimum. The Units do not trade on any
exchange or market. There are important tax
consequences to the Units which are described further in Item 8 – “Income Tax Consequences and RRSP Eligibility”.
Subscribers
may subscribe for Units by (i) delivering an executed subscription agreement,
in the form approved by the Trust
from time to time, and (ii) payment to the Trust of the Unit Subscription Price
for the Units by way of a certified
cheque, bank draft, wire transfer
or irrevocable direction
to a financial institution to deliver to the Trust full payment for the Units.
The Trust
will from time to time retain and engage registered agents, securities dealers
and brokers and other eligible
persons to sell the Units. The Trust may pay a commission in connection with
the Unit Offering of up to one percent (1%) of the value of
the securities purchased in the Unit Offering.
The Trust
was settled as an unincorporated open-ended investment trust under the laws of
the Province of Ontario pursuant to a
Declaration of Trust dated January 24, 2019 as amended on April 1st,
2020 and December 23, 2021. The Trust
is the sole limited partner in Ready Capital Mortgage Limited Partnership (the “Partnership”).
The net proceeds of the Unit Offering will be used by the Trust to subscribe
for Partnership Units in the
Partnership, thus providing the Partnership with capital to acquire and hold
whole, partial, direct or indirect
interests in Mortgage Investments, primarily direct and indirect investments in mortgage
loans throughout Canada.
The objectives
of the Partnership are to provide the limited partners (and ultimately the
Unitholders) with stable and secure cash distributions from the Partnership’s
direct and indirect investments
in mortgage loans to borrowers that are underserviced by other financial
service providers and to obtain superior yields and maximize distributions through the efficient management of
the Partnership's investments. The Trust is
a non-bank provider of mortgage loans and will make monthly cash
distributions to Unitholders from monies
received from the Partnership and in the ordinary course distribute all of the
Distributable Cash of the Trust calculated
as described under Item 5.1
“Terms of Securities” - “Distribution Policy”.
The
principal place of business of the Trust is located at 4491 Highway 7 East Markham, Ontario L3R 1M1. The contact information of the Trust is as follows:
telephone number: 905-305-1539, fax number: 905-305-8982
and e-mail: info@readycapital.ca. The
Trust is not a reporting issuer in any province or territory of Canada.
Rite
Alliance Management Inc. (“Rite Alliance”)
is the Trust Manager of the Trust, pursuant to a Trust Management Agreement dated as of the 23rd day of
December, 2021, between the Trust and the Trust Manager. Pursuant to a Mortgage Administration Agreement dated
as of the 23rd day of December, 2021 between the Partnership mortgage administration services
are being provided
to the Partnership. Moneybroker
Canada Inc. (“Moneybroker”) is the
Mortgage Originator of the Partnership, pursuant to a Mortgage Origination Agreement dated as of the 23rd
day of December, 2021, between the Partnership and the Mortgage
Originator.
Rite Alliance is entitled to appoint the trustees of the Trust (the
“Trustees”) and currently at least
one of the Trustees and the officer
and director of the General Partner is a director, officer and employee of the Trust Manager.
This
Offering Memorandum does not constitute, and may not be used for or in
conjunction with, an offer or solicitation
by anyone in any jurisdiction or in any circumstances in which such offer or
solicitation is not authorized, or to any person to whom it is unlawful
to make such an offer or solicitation. You are directed
to inform yourself of and observe such restrictions and all legal
requirements of your jurisdiction of residence in respect of the
acquisition, holding and disposition of the Units offered hereby.
Subscribers should thoroughly review this Offering Memorandum and are
advised to consult with their professional advisors to assess the business,
legal, income tax and other aspects of this investment.
The Units
will be issued only on the basis of information contained in this Offering
Memorandum and provided by the Trust
Manager in writing, and no other information or representation is authorized or
may be relied upon as having been
authorized by the Trust Manager or the Trust. Any subscription for the Units made by any person on the basis of statements or representations not contained in this Offering
Memorandum or so provided, or inconsistent with the information
contained herein or therein, shall be solely
at the risk of such person. Neither the
delivery of this Offering Memorandum at any time nor any sale to subscribers of any of the Units shall, under any
circumstances, constitute a representation or create any implication that there has been no change in the business
and affairs of the Trust since the date of the
sale to any subscriber of the securities offered hereby or that the
information contained herein is correct as of any time
subsequent to that date.
This Offering Memorandum is confidential. By their receipt hereof,
prospective subscribers agree that
they will not transmit, reproduce or make available to anyone, other than their
professional advisors, this Offering Memorandum or any information contained herein.
Forward-Looking Statements
This Offering Memorandum contains forward-looking statements. Often, but
not always, forward-looking statements
can be identified by the use of the words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend” and statements that an event or result “may”, “will”, “should”, “could”
or “might” occur or be achieved and other similar expressions. The forward-looking statements that are contained herein involve known and unknown
risks, uncertainties and other factors which may cause the Trust’s actual results, performance or developments to be
materially different from any future results, performance or developments expressed
or implied by the forward-looking statements.
While the
Trust and the Trust Manager anticipate that subsequent events and developments
may cause its views to change, the
Trust and the Trust Manager specifically disclaims any obligation to update
these forward-looking statements,
except as required by applicable law. These forward-looking statements should not be relied upon as representing the
Trust’s or the Trust Manager’s views as of any date subsequent to the date of this Offering Memorandum.
Although the Trust and Trust Manager have attempted to identify important factors that could cause actual
results, performance or developments to differ materially from those described in forward-looking
statements, there may be other factors that cause results, performance or developments not to be as anticipated,
estimated or intended. There can be no assurance that forward- looking statements will prove to be
accurate, as actual results, performance or developments could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors
identified above are not intended to represent a complete list of the factors that could affect the Trust.
Additional factors are noted under Item
10 “Risk Factors in this Offering Memorandum.
SUMMARY OF THE UNIT OFFERING
This is a summary
only and is qualified by the information provided elsewhere in this Offering
Memorandum. Capitalized terms provided herein and not otherwise defined
have respective meanings ascribed
hereto in the Definitions section
or elsewhere in this Offering Memorandum. Unless otherwise, indicated, all references to dollar
amounts or “$” in this Offering Memorandum are to Canadian dollars.
Security: Units of the Trust
Price: Net Asset Value per Unit as determined monthly
that being approximately $100.00 per Unit.
Subscription: Subscriptions will be received subject to acceptance or rejection
in whole or in part. The right is reserved to close the subscription books at any time
without notice, and thus, there is no single fixed closing date for the Unit Offering. Each subscriber has two (2)
business days to cancel its agreement to purchase Units. If there is a misrepresentation in this Offering
Memorandum, subscribers have the right to sue either for damages
or to cancel their subscription. Each subscriber will be restricted from selling their securities for four
(4) months and one (1) day after the date
the Trust becomes a reporting issuer in any province or territory in Canada. See Item 13 “Purchasers’ Rights” section
of this Offering Memorandum.
Minimum Subscription: There is a minimum subscription of 50 Units ($5,000). Residents of certain
provinces may be restricted in the amount they can invest when relying
on this Offering Memorandum. See Item 5.2 “Subscription Procedure” section and Item 13 “Purchasers’ Rights” sections in this Offering Memorandum. Additional
investments must be in the amount of not
less than $5,000 in Ontario and $25,000 in all other provinces. The Trust may in its discretion waive these
minimum amounts for a particular investor.
Payment Terms: Subscribers may subscribe for Units by (i) delivering an executed subscription
agreement, in the form approved by the Trustees from time to time, and (ii) payment to the Trust of
the Unit Subscription Price for the Units by way of a certified
cheque, bank draft, wire transfer
or irrevocable direction to a
financial institution to deliver to the Trust full payment for the Units.
Trust: The
Trust was settled as an unincorporated open-ended investment trust under the laws of the Province of Ontario
pursuant to the Declaration of Trust.
The Trust aims to provide its Unitholders with stable and secure returns while preserving its investable capital.
The Trust commenced operations on January
24, 2019. The term of the Trust is indefinite, subject to certain conditions. The Trust is not a reporting
issuer in any province or territory of Canada.
The Trust
is not a trust company and does not carry on business as a trust company, and therefore is not registered
under applicable legislation in any
jurisdiction. Furthermore, the Units are not “deposits” within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured.
Trustees: The Trustees
of the Trust are Christine
Xu (Chairman), Martin Reid and
Ronald Cuadra.
All of the Trustees are residents of the Province
of Ontario.
Partnership: The Partnership is a limited
partnership formed under the laws of the Province of
Ontario as of January 25, 2019. The Trust is the sole limited partner of the Partnership.
General Partner: Ready Capital
Mortgage Holdings Ltd. is the general partner
of the Partnership
(“General Partner”) and an Ontario
corporation. 2675985 Ontario Inc. is the sole
shareholder of the General Partner.
Objective: The
objective of the Partnership is to provide its Limited Partner and, ultimately, Unitholders with stable and secure returns from the Partnership’s Mortgage Investments in a
portfolio of private mortgages secured by real
property in Canada. The Partnership targets
mortgage loan investment opportunities in market segments under-serviced by large financial
service providers. The Trust intends to contribute the net proceeds
of the Unit Offering to the Partnership in exchange for Partnership
Units to allow the Partnership to acquire, and hold, whole, partial,
direct and/or indirect interests
in mortgage loans.
Trust Manager: The Trust Manager is Rite Alliance
and it is retained by the Trust to manage the day to day operations of the Trust. The Trust Manager is a non-arm’s length
party to the Trust and Trustees.
Mortgage Administrator: The Mortgage
Administrator is licensed
under the Mortgage Brokerages, Lenders, and Administrators Act, 2006 (Ontario).
Mortgage Manager: The Mortgage Manager
is Rite Alliance. The Mortgage
Manager is retained by
the Partnership to service the Mortgage Investment for the Partnership.
Mortgage Originator: The Mortgage Originator is Moneybroker Canada
Inc. The Mortgage Originator is licensed under the Mortgage Brokerages, Lenders, and Administrators Act, 2006 (Ontario),
operating under Mortgage Brokerage Licence
No. 13024. The Mortgage Originator is a non-arm’s length party to the Trust and Trustees. The Mortgage
Originator is affiliated with Rite Alliance Management Inc.
Capital Raising Fees: The Trust will from time to time retain and engage registered agents, securities
dealers and brokers and other eligible persons to sell the Units. Any commissions, finder's fees or referral
fees or other compensation payable
(including expense reimbursements) by the Trust in connection with the distribution and sale of the Units will be payable
by the Trust.
Distributions: The Trust intends to distribute, on a monthly basis, 100% of the Trustees’ estimate of
the amount of Distributable Cash as
set out in Item 5.1 “Terms of Securities” - “Distribution Policy” of this Offering
Memorandum. The Trust expects to have a distribution yield of approximately 8.0% per annum, net of fees,
paid monthly. The Trust reserves the
right to change the expected distribution yield without notice to Unitholders.
Income Tax: The income
tax summary contained herein addresses the principal Canadian Federal income tax considerations of an investment in Units (“Tax Commentary”). See Item 8 – “Income Tax Consequences and
RRSP Eligibility” section in this Offering Memorandum. Subscribers are cautioned that the Tax Commentary is a general summary
only and does not constitute tax
advice to any subscriber. The Tax Commentary
identifies certain tax risks and contains assumptions, limitations, qualifications
and caveats. Prospective subscribers should review these risks, assumptions, limitations and caveats with their
professional tax advisors and reach
their own conclusion as to the merits and likely tax consequences of an investment in Units.
Eligibility for Investment: Provided the Trust qualifies
as a Mutual Fund Trust for purposes
of the Income Tax Act (Canada) (the “ITA”), Units of the Trust will be qualified investments under the ITA for a
trust governed by a registered retirement
savings plan (“RRSP”), a tax-free
savings account (“TFSA”), a registered retirement income fund (“RRIF”) (each, an “Exempt Plan”) subject to limitations described herein.
Adverse tax consequences may apply to an Exempt Plan, or the annuitant or holder of an Exempt Plan, if the plan
acquires or holds property that is not
a qualified investment or is a prohibited investment. See Item 8 – “Income
Tax Consequences and RRSP Eligibility” and Item 10 “Risk Factors” – “Mutual Fund Trust” Status sections of this Offering Memorandum.
Item 10 “Risk Factors”: There are certain risk factors pertaining
to an investment in the Units as set out in Item 10 “Risk Factors” of this
Offering Memorandum. This is a
risky investment. For more information about your rights you should consult
a lawyer.
The following terms used in this Offering Memorandum have the meanings
set forth below. “Advisory
Committee” means a committee
of three (3) persons selected
by the Trust Manager; “Affected Holders” means a person holding
or beneficially owning Units in contravention of the restrictions on non-resident ownership as
set out in Item 5.1 “Terms of
Securities” - “Description of Trust Units”;
“Affiliate” shall have the meaning ascribed to such term in the Securities Act; “Associate” shall have the meaning ascribed to such term in the Securities
Act; “Borrowers” means the applicants
or the borrowers for arrangement, commitment, underwriting or renewal of funding;
“Business Day” means a day
other than a Saturday, Sunday, or any day on which Schedule I Banks located in Toronto, Ontario, Canada, are not open for business
during normal banking
hours;
“Chairman”, “President”, “Chief Executive Officer” and “Treasurer” means the Person
holding the respective office from time to time if
so appointed by the Trustees;
“Connected Issuer” shall have the meaning ascribed
to such term in National Instrument 33-105 – Underwriting Conflicts;
“Declaration of Trust” means the
Declaration of Trust dated January 24, 2019, as amended from time to time, that established Ready Capital
Mortgage Investment Trust for the principal purpose of providing Unitholders with an opportunity to participate in a portfolio
of mortgage loan investments through
investment in units of limited partnership interest in the capital
of the Partnership;
“Distributable Cash” means the net
income of the Trust determined in accordance with the ITA and the Declaration of Trust;
“Distribution Date” means on or about the 15th day of each calendar month;
“DRIP” means the Distribution Reinvestment Plan of the Trust; “DRIP Termination Notice” means formal written notice by a Unitholder to terminate participation in the DRIP,
which shall take effect beginning
with the next monthly income distribution date following thirty (30) days after delivery of such notice is received
by the Trustees; the Trustees may terminate the DRIP, at any time and without notice, if it determines in its sole
discretion that the DRIP is not in the best interest of the Trust;
“Exempt Plans” means registered retirement savings plans (“RRSPs), a registered retirement income fund (“RRIF”) or
tax-free savings accounts (“TFSA”);
“Extraordinary Resolution” means: (i)
a
resolution passed by the Limited Partners holding, in the aggregate, not less
than 100% of the Units held by all
Limited Partners, who, being entitled to do so, vote in person or by proxy at a
duly convened meeting of the Limited Partners,
or (ii)
subject to applicable
laws, regulations and regulatory policies, a written resolution, in one or more counterparts, by Limited Partners
holding, in the aggregate, not less than 100% of the Units held by all Limited
Partners entitled to vote at that time;
“Fair Market Value” in relation to a
Unit, means the fair market value of such Unit as determined by the Trustees from time to time, acting
reasonably, but in their sole discretion, based upon the price at which the Units were offered for sale in the most
recent offering of Units by the Trust less the net issue costs of such Unit, adjusted as determined by the
Trustees including, without limitation, an adjustment for profits and losses up to the date of determination;
provided however, that such fair market value shall not exceed the proportionate share of the of the
Trust represented by such Unit;
“FSRA” means the Financial Services Regulatory Authority;
“General Partner” means Ready Capital
Mortgage Holdings Ltd., a corporation incorporated under the laws of the Province of Ontario, and its
successors as General Partner under the Limited Partnership Agreement;
“GP Group” means the General Partner and
its’ officers, directors, employees, and affiliates, and any other person
contracted by the General Partner;
“IFRS” means the International Financing Reporting Standards;
“ITA” means the Income Tax Act (Canada), as amended from time to time;
“Limited Partner” in relation to the
Partnership, means Ready Capital Mortgage Investment Trust, in its capacity
as the sole limited partner of the Partnership unless the context indicates otherwise;
“Limited Partnership Agreement” means
the Limited Partnership Agreement dated as of December 23, 2021, between the General
Partner and the Limited Partner, as amended
from time to time;
“Moneybroker” means Moneybroker Canada Inc., a corporation incorporated under the laws of the Province of Ontario
licensed with FSRA as a mortgage
brokerage with licence number 13024;
“Mortgage” means a mortgage, hypothec,
deed of trust, charge or other security interest of or in Real Property
used to secure
obligations to repay
money by a charge upon the underlying Real Property, whether evidenced
by notes, debentures, bonds, assignments of purchase and sale agreements or
other evidence of indebtedness, whether
negotiable or non-negotiable;
“Mortgage Investments” means, at any time, the mortgage loans or interests
therein of the Partnership;
“Mortgage Administrator” a corporation
incorporated under the laws of the Province of Ontario and licensed
with FSRA as a mortgage
administrator under the Mortgage
Administration Agreement;
“Mortgage Administration Agreement”
means the Mortgage Administration Agreement dated December 23, 2021, as amended from time to time, entered
into between the Partnership and the Mortgage
Administrator, providing for, among other things, the retention of the
Mortgage Administrator by the Partnership;
“Mortgage Manager” means Rite Alliance
Management Inc., a corporation incorporated under the laws of the Province
of Ontario;
“Mortgage Management Agreement” means
the Mortgage Management Agreement dated December 23, 2021, as amended
from time to time, entered
into between the Partnership and the Rite Alliance Management Inc. providing for, among other things, the retention of the Mortgage
Manager by the Partnership;
“Mortgage Originator” means Moneybroker
Canada Inc., a corporation incorporated under the laws of the Province of Ontario licensed with FSRA as
a mortgage brokerage with licence number 13024, and its successors, as Mortgage Originator under the Mortgage
Origination Agreement;
“Mortgage Origination Agreement” means
the Mortgage Origination Agreement dated December 23, 2021, as amended from time to time, entered into between the
Partnership and the Mortgage Originator, provided
for, among other things, the retention of the Mortgage
Originator by the Partnership; “Mortgage
Portfolio” means all Mortgage Investments of the Partnership;
“Mortgaged Property” means the underlying Real Property that secure Mortgage
Investments;
“Net Asset Value” means at any particular time, in respect
of the Trust, the value of the Limited Partnership Units at such time determined in accordance with the Declaration of Trust.
“Net Capital Gains” means the net
capital gains of the Trust for any taxation year of the Trust determined as the amount, if any, by which the
aggregate of the capital gains of the Trust in the year exceeds (i) the aggregate of the capital losses of the
Trust in the year, (ii) any capital gains which are realized by the Trust as a result of a redemption of Units,
(iii) the amount determined by the Trustees in respect of any capital losses for prior taxation years, which is
permitted by the ITA to deduct in computing the taxable income of the Trust for the year, and (iv) any
amount in respect of which the Trust is entitled to a capital gains refund under the ITA, as determined by the
Trustees; provided that, at the discretion of the Trustees, the Net Capital Gains for the year may be
calculated without subtracting the full amount of the net capital losses for the year and/or without subtracting the
full amount of the net capital losses of the Trust carried forward from previous years;
“Nominee” means Ready Capital Mortgage
Holdings Ltd., a corporation incorporated under the laws of the Province of Ontario, and its successors
as designated under the Nominee Agreement to hold each Mortgage
“Nominee Agreement” means the Nominee
Agreement dated as of December 23, 2021, as amended from time to time, entered into between the Partnership and Ready
Capital Mortgage Holdings Ltd., providing for,
among other things, the retention of Ready Capital Mortgage Holdings Ltd. to
hold legal title to Mortgage Investments on behalf of the
Partnership;
“OSC” means the Ontario
Securities Commission;
“Partnership” means Ready Capital
Mortgage Limited Partnership, the limited partnership formed pursuant to the laws of the Province of Ontario by and among
the General Partner
and the Limited Partners;
“Partnership Capital” at any time, means all of the monies,
interests, properties and assets of the Partnership, including, without
limitation, all monies realized from the sale of assets of the Partnership or borrowing
by the Partnership;
“Partnership Investments” means the
Partnership’s investments in mortgage investments secured by real property
in Canada;
“Partnership Units” means units of limited
partnership interest in the Partnership;
“Person” means and includes individuals,
corporations, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks,
trust companies, pension
funds, land trusts, business
trusts, or other organizations, whether or not legal entities and governments
and agencies and political subdivisions thereof;
“Private Placement” means
exemption from the prospectus requirements of National Instrument 45-106 – Prospectus Exemptions;
“Ready Capital Mortgage Holdings Ltd.” means a corporation incorporated under the laws of the Province
of Ontario, for the principal purpose of holding all Mortgage Investments as
bare trustee and nominee for and on
behalf of the Partnership, in accordance with the Mortgage Administration
Agreement and the Nominee Agreement;
“Real Property” means property which
in law is real property and includes, whether or not the same would in law be
real property, leaseholds, mortgages, undivided joint interests in real
property (whether by way of
tenancy-in-common, joint tenancy, co-ownership, joint venture or otherwise),
any interests in any of the
foregoing and securities of corporations the sole or principal purpose and
activity of which is to invest in, hold and deal in real property;
“Register” means a listing kept by, or
on behalf and under the direction of, the Trustees, that provides the names and addresses of all Unitholders,
the respective number of Units held by each Unitholder, and a record of all transfers thereof;
“Residential Mortgages” means mortgages
which are principally secured by single family residences and multi-family residential properties”;
“Rite Alliance” or “Rite Alliance
Management Inc.” means Rite Alliance
Management Inc., a corporation incorporated under the laws of the Province
of Ontario;
“Schedule
I Bank” means a bank listed
in Schedule I of the Bank Act (Canada); “Securities Act”
means the Securities Act, R.S.O., 1990, c. S.5 (Ontario), as amended from time to time; “Subscription Documents” means: (i)
an executed
subscription agreement in the form provided with this Offering Memorandum; and (ii)
a certified
cheque, bank draft, wire transfer
made payable to Ready Capital
Mortgage Investment Trust in
the amount of the Unit Subscription Price for the Units subscribed or an irrevocable direction to a financial
institution to deliver to the Trust the full Unit Subscription Price for
the Units subscribed;
“Subsidiary” shall have the meaning ascribed
to such term in the Securities
Act;
“Trust” means the Ready Capital Mortgage
Investment Trust settled as an unincorporated open-ended investment trust under the
laws of the Province of Ontario
pursuant to the Declaration of Trust;
“Trust Capital” means, at any time, the aggregate amount
of Unitholders’ equity;
“Trust Funds” at any time, means all of
the monies, interests, properties, and assets that are at such time held by the Trustees for the purposes of
the Trust, including, without limitation, the initial contribution made by the settlor of the Trust,
and all monies realize
from the sale of Units or borrowing by the Trust;
“Trust Income” means the income of the trust for any taxation of the Trust will be the income for such year computed in accordance with the ITA
less, at the discretion of the Trustees, amounts of any non- capital losses of the Trust for the prior
years that are deductible in computing the Trust’s taxable income for the year under the ITA; provided,
however, that capital gains and capital losses will be excluded from the computation of Trust Income; and the
Trustees will have the sole discretion to utilize or not utilize such deductions, provisions, and alternative
calculations available under the ITA, including, without limitation, discretion as to timing and amount, in
respect of offering expenses, operating expenses, and discretionary deductions;
“Trust Manager” means Rite Alliance
Management Inc., a corporation incorporated under the laws of the Province
of Ontario;
“Trust Management Agreement” means the
Trust Management Agreement dated December 23, 2021, as amended from time to time, entered into between the Trust
Manager and the Trust, providing for, among other
things, the retention of the Trust Manager by the Trust;
“Trustees”
means the trustees of the Trust;
“Unit” means one unit of the Trust; “Units” means each of the units
of the Trust and includes a fraction of a Unit of the Trust; “Unitholder” means a
person who holds Units of the
Trust;
“Unitholders”
means persons that hold Units
of the Trust;
“Unit Offering” means the offering by the Trust, on a private placement
basis, of units of the Trust at a price
of the Net Asset Value per
Unit as determined from time to time of approximately $100.00
per Unit;
“Unitholder Redemption Date” means the
last day of each calendar month, provided that if the last day of a calendar month is not a Business Day,
the Unitholder Redemption Date for that calendar month shall be the next succeeding Business Day;
“Unitholder Redemption Notice” means the
written notice, in a form approved by the Trustees, sent by a Unitholder to the Trustees requiring the Trust to redeem
the Units so described in such notice;
“Unit Redemption Price” means, subject
to Schedule A of the Declaration of Trust, the price per Unit equal to the Fair Market Value of the Unit
to be redeemed calculated at the Valuation Date immediately preceding the Unitholder Redemption Date,
plus the pro rata share of any unpaid distributions thereon which have been declared payable to
Unitholders but remain unpaid as at the Unitholder Redemption Date to the extent
same are not otherwise included in the Fair Market
Value of the Units to be
redeemed;
“Unit Subscription Price”
mean the Net Asset Value per Unit at the date of acceptance of a subscription; and
“Valuation Date” means the last business
day of each calendar month and any such other days as may be determined from time to time by the Trustee.
1. USE OF AVAILABLE FUNDS
The Trust is offering, on a private placement basis, Units of the Trust
at a price of $100 per Unit. There is no
minimum or maximum offering. There is a minimum subscription of 50 Units
($5,000). Additional investments must
be in the amount of not less than $5,000 in Ontario and $25,000 in all other
provinces. The Trust may in its discretion waive these minimum
amounts for a particular investor.
Each Unit represents an undivided beneficial
interest in the assets of the Trust, which will principally be comprised of indirect interests in mortgage loans. The
following table discloses the net proceeds of the Offering and the funds that will be
available to the Trust under
two hypothetical fundraising scenarios.
Notes: (1) The Trust may pay registered dealers a
commission of up to 1% of the value of the securities purchased in the Unit Offering. (2) Unit Offering costs include legal, marketing, administrative, accounting and audit and other fees payable by the Trust
to its advisors. (3)
The Trust does not currently and does not expect to have a working capital
deficiency.
1.2
Use of Available Funds The Trust will use the available
funds raised pursuant
to this Offering
Memorandum as follows:
Notes: (1) The available
funds (see G. above) will be invested
primarily in conventional Mortgages secured by real property situated
in Canada. See Item 2 – “Business
of the Trust”. (2) The expenses represent
estimated fees payable
pursuant to the Mortgage Administration Agreement, Mortgage Management Agreement, Mortgage Origination Agreement and other operating expenses, assuming the maximum
offering amount, as described under Item 2.2 and 2.7.
1.3
Proceeds Transferred to Other Issuers A significant amount
of the proceeds of the offering will be not be invested
in, loaned to, or otherwise transferred to another
issuer that is not a subsidiary controlled by the Trust.
2. BUSINESS OF THE TRUST
AND OTHER INFORMATION AND TRANSACTIONS
The Trust
was settled as an unincorporated open-ended investment trust under the laws of
the Province of Ontario on January
24, 2019, pursuant to the Declaration of Trust. The Trustees finance the
activities of the Trust by selling
Units and investing Trust Funds in Partnership Units and the capital therefrom
is used by the Partnership to fund
Mortgage Investments. The Trust will continue in force and effect so long as
any property of the Trust is held by the Trustees, and the Trustees
retain the powers conferred on them by law or by the Declaration of Trust. The
principal place of business of the Trust is situated at the office of the Trust Manager which is located a 4491 Highway 7 East Markham, Ontario
L3R 1M1.
DocuSign Envelope ID: 2B0097F3-2612-45CA-9E0E-CC3EE3B9A985
STRUCTURE
2.2
The Business
The Trust was established for the principal purpose
of providing Unitholders with an
opportunity to participate in a
portfolio of Mortgage Investments through investment in units of the
Partnership in the capital of the
Partnership. The Trustees intend to provide
Unitholders with stable distributions while preserving
the Trust Capital. The long-term objective of the Trust is to provide
Unitholders with stable and secure cash distributions generated
through the Trust’s
indirect investment in Mortgage Investments through the Partnership. In addition to capital preservation and
performance consistency, the Trust aims to grow
the Trust Capital in a controlled manner and diversify Mortgage Investments
geographically across different real
estate asset types. The Trustees expect this intended growth will help to
dilute annual fixed costs, including
accounting, legal and administrative costs, of the Trust, which will enhance
the return to Unitholders. The Trust
is intended to qualify as a “unit trust” and as a “mutual fund trust” under the
provisions of the ITA and the
regulations thereunder as replaced or amended from time to time. As such, the
Trust intends to annually distribute
substantially all of its net income and net realized capital gains (if any), as
monthly distributions during each
year or within ninety (90) days of its year-end. Net income for tax purposes
may differ from accounting income due
to the treatment of certain revenue and expense items under the ITA that is different from such treatment under IFRS. The Trust will also provide comparative data on an IFRS basis. The
Declaration of Trust provides for a minimum of 2 and a maximum of 10 Trustees.
The Trust currently has 3 Trustees.
Provided that Rite Alliance is retained as the Trust Manager, it shall have the
right to appoint the Trustees. Unless
otherwise required by law, the Trustees will not be required to give a bond,
surety or security in any jurisdiction
for the performance of any duties or obligations under the Declaration of Trust
nor will the Trustees be required to
devote their entire time to the investments, purpose or affairs of the Trust.
The Declaration of Trust provides an
indemnity for each Trustee and states that the Trustees shall at all times be indemnified and saved harmless out of
the property of the Trust from and against any costs, damages, liabilities or expenses, suffered or
incurred by the Trustees, individually, or collectively, resulting from or arising out of any act or omission of the
Trustees on behalf of the Trust in furtherance of the execution of their duties as Trustees under the
Declaration of Trust unless such costs, damages, liabilities or expenses result from or arise out of any act or
omission of the Trustees that constitutes fraud, gross negligence or willful misconduct of the Trustees.
Further, the Trustees are not liable to the Trust or to any Unitholder for any loss or diminution in the value of
the Trust or its
assets in the ordinary course of
business. Trustees
are entitled to receive such reasonable compensation, if any, as the Trustees
may determine, from time to time, for
their services as Trustees, including compensation for attending board or
committee meetings. The Trustees are
also entitled to reimbursement of reasonable out-of-pocket expenses incurred in acting as Trustees and to receive remuneration
for services rendered to the Trust in any other capacity, either directly or indirectly. Such
services may include, without limitation, services as an officer of the Trust, legal, accounting or other professional services or services
as a broker or underwriter, performed by a Trustee
or any person affiliated or associated with a Trustee. The Trust
was established for an indefinite term. Termination or the sale, or transfer,
of all, or substantially, all the
assets of the Trust (other than as part of an internal reorganization of the
assets of the Trust as approved by the Trustees), can occur upon the instructions of the Trust Manager.
THE MORTGAGE PORTFOLIO
Investment
Strategy The
investment goal of the Trust is to finance prudent conventional Mortgages
secured by real property situated in
Canada. Moneybroker reviews, selects and originates Mortgage Investments to
present to the Partnership. The Mortgage Manager
manages such mortgage
loan investments funded by the Partnership.
In making
selections to present to the Partnership, the Mortgage Originator adheres to
the investment and operating policies
of the Partnership. As part of the approval process, if applicable to the
subject mortgage loan investment
under consideration, the Mortgage Originator provides a full underwriting
report that generally includes a
credit assessment and evaluation of the prospective borrower and Mortgaged
Property and if necessary, an appraisal or a broker opinion of value. The
Mortgage Originator will recommend new mortgage loan investments for the
Partnership when it is confident that
the proposed borrowers have (i) demonstrated a legitimate use of the requested
funds, (ii) the ability to satisfy
interest payments; and (iii) a feasible repayment plan. The position of the
Mortgage Originator is that any
proposed mortgage loan should benefit
both the Partnership and the proposed
borrower. The
underwriting of private mortgage investments focuses on the value of the
underlying Real Property, however the Mortgage Originator also considers the borrowers’ defined
business plans, real estate expertise, ability to make interest
payments and strength of personal or corporate covenants or guarantees (where applicable).To maintain a stable
interest yield, the Partnership manages risk through conservative underwriting, maintenance of a diversified mortgage
portfolio and diligent
and proactive mortgage
servicing. The
Partnership intends to focus on mortgage
loan investment opportunities in the term loan category. Term financing enables
an owner of a completed
or substantially completed
income or non-income producing property to defer longer-term financing until conditions warrant more favourable financing terms.
Mortgage rates vary, depending on factors including the borrower, property
location, property type and loan to
value. These mortgages are usually short to mid-term as the borrowers’ funding
requirement is driven by a specific
opportunity for use of the funds on an interim basis or as a method of bridge
financing until the property
qualifies for long-term, low cost institutional lender programs. Loans in this
segment are expected to average
between 6 and 24 months in duration. Occasionally, changes in market conditions
or criteria of institutional lenders
will create opportunities for longer-term mortgages.
Advisory Committee Subject to
the terms of the Limited Partnership Agreement, the Partnership may establish
an Advisory Committee to review all
Mortgage Investments proposed by the Mortgage Originator on behalf of the Partnership. The Advisory Committee if
established would have at least three (3) members. The General Partner
would consult with the Trust Manager
to appoint members of the Advisory
Committee. The
Partnership would indemnify and holds harmless the members of the Advisory
Committee, from and against all liabilities, losses,
claims, damages, penalties, actions, suits, demands,
costs and expenses
including without limiting the foregoing, reasonable legal fees and
expenses, arising from or about any actions
or omissions arising from the members fulfilling their duties. This indemnity
would survive a change in the
composition of the members of the Advisory
Committee. The
Advisory Committee would provide advice and recommendations to the Mortgage
Originator and the Partnership with respect to the acceptance of an investment for the Partnership.
INVESTMENT POLICIES The Partnership has adopted investment policies that are consistent with legislation governing
the Partnership, and the
Trust, the provisions of the ITA governing mutual fund trusts and the
Declaration of Trust. The investment policies for mortgage loan investments are as follows: 1. Mortgages will be secured on Real Property
located in Canada. 2. When advantageous to the Partnership, the
Mortgage Manager may sell any of the Mortgage
Investments to other financial institutions and
lenders. 3. The Partnership may participate in a Mortgage
with other lenders
on a syndicated basis. 4. The Trust shall not make any
investment, take any action or omit to take any action that would result in Units ceasing to be units
of a “mutual fund trust” within the meaning of the ITA, or a qualified investment for Exempt
Plans.
PORTFOLIO DEVELOPMENT Utilizing
the services of the Mortgage Manager, the Partnership, for the benefit of the
Trust, will develop the Mortgage Portfolio by the following activities: 1.
Referral Sources Origination
of mortgages through referral sources such as real estate agents and brokers,
mortgage agents and brokers, lawyers,
accountants and previous
borrowers.
2.
Direct Origination Origination
of mortgages through direct negotiations with mortgage borrowers such as home builders, industrial and commercial
developers and home owners, and those referred by financial institutions.
3.
Purchases in the Secondary Market Participation
in the secondary market in which mortgages are bought and sold at market yields
by financial institutions, investment dealers,
pension funds and other
lenders.
4.
Agency Origination Participation in mortgages originated by other qualified
market intermediaries.
The
Mortgage Manager is responsible for managing
the operations of the Partnership in accordance with the Investment
Policies set forth herein, in addition to selecting mortgage loan investment
opportunities. Mortgage Investments
must be approved by the Partnership. The Partnership is responsible for
establishing bad debt allowances.
BORROWING POLICIES The
Partnership may from time to time borrow funds with the objective of having
Trust Funds fully invested and
obtaining a spread between the interest rate payable to the Partnership of the
Mortgage Investments advanced with
the proceeds of such borrowings and the interest rate paid by the Partnership
in respect of such borrowings. The
Partnership may borrow to the extent that the General Partner, acting in accordance with the policies established
by the Trustees and the General Partner, is satisfied that the borrowing
and additional investments will increase the overall profitability of the Trust. Such borrowings are subject to the restriction that the total
indebtedness from such entities may not exceed 30% of the book value of the Mortgages held by the Partnership as at the date of drawdown of the borrowed funds. See Item 10
“Risk Factors” - Borrowing. Debt obligations of the Partnership could bear both fixed and floating rates
of interest as necessary to satisfy the matching requirements of the Trust. The Partnership will fund
the Mortgage Investments with equity, bank loans and fixed rate debt
instruments.
MANAGEMENT OF THE TRUST The
operations of the Trust are subject to the control and direction of the
Trustees. The Trust has retained Rite Alliance
as the Trust Manager to manage
the day to day operations of the Trust. Pursuant to the Trust Management Agreement, the duties of the Trust
Manager include, without limitation: 1.
administering the day-to-day business
and affairs of the Trust; 2.
maintaining the books and financial records
of the Trust; 3.
ensuring preparation of reports and other information required to be sent to
Unitholders; 4.
recommending suitable
individuals for nomination as Trustees; and 5.
supervising the administration of the payment
of interest and distributions to Unitholders.
In
accordance with the Trust Management Agreement, the Trust Manager shall pay for
certain expenses, including:
employment expenses of its personnel, expenses of Trustees and officers of the
Trust who also serve as directors,
officers and employees of the Trust Manager and its affiliates, other than
expenses incurred by such individuals in attending meetings
as Trustees, in addition to rent, telephone, utilities, office furniture, and supplies. The Trust shall pay all expenses
relating to the operations and activities
of the Trust reasonably incurred by
the Trust Manager in the performance of the duties of the Trust Manager, including amongst other things, interest
and costs of borrowed money of the Trust, fees and expenses of lawyers,
accountants, auditors and bond rating agencies, insurance, and expenses in connection with payments of distributions of Units.
THE PARTNERSHIP AND MORTGAGE ADMINISTRATION, MANAGEMENT AND ORIGINATION The
Partnership has retained a Mortgage Administrator to provide mortgage
administration services to the Partnership. The
Partnership has retained Rite Alliance as the Mortgage Manager to service the
Mortgage Investments. Rite Alliance
has served as the
Mortgage Manager since January 25,
2019. The
Partnership has retained Rite Alliance’s Affiliate, Moneybroker, as the
Mortgage Originator for the Partnership.
The Mortgage Originator from various sources including mortgage brokers and
originates mortgage loans for the
Partnership. Moneybroker has been continuously active in the business of
mortgage brokerage since it
was incorporated in 2018.
Mortgage Administration Agreement Under the
Mortgage Administration Agreement between the Mortgage Administrator and the
Partnership, dated December 23, 2021,
the Mortgage Administrator has agreed to administer the Mortgage Investments for the Partnership. In administrating the Mortgage Investments of the Partnership, the Mortgage Administrator is responsible for,
among other things: 1.
Collect all funds on account of the Mortgage
Investments received on behalf of the Partnership and deposit all funds received by the
Partnership. 2.
Remit the
proportionate interest of the Partnership in all amounts received by the
Mortgage Administrator on account of Mortgage Investments as directed
by the Trust Manager. 3.
When
required establish and manage property tax escrow accounts in respect of the
Real Property provided as security
for the Partnership’s Mortgage
Investments. 4.
Comply with
Section 18 of Regulation 189/08 under the Mortgage
Brokerages, Lenders and Administrators
Act, 2006, S.O. 2006, c. 29 with
respect to Mortgage Investments under administration. The Partnership can terminate the Mortgage Administration Agreement
without cause, upon providing 1 months’
written notice to the Mortgage Administrator. The
Mortgage Administration Agreement may be terminated by either party if the
other party breaches any material
term of the Mortgage Administration Agreement that causes a material adverse
effect which is not cured within 60
days upon written notice of such breach or, commissions an act constituting bad
faith, willful malfeasance, gross negligence or reckless disregard
of its duties or, becomes
bankrupt. The Partnership may terminate the Mortgage
Administration Agreement upon 30 days’ prior written notice to the Mortgage Administrator. The Mortgage
Administrator may also terminate the Mortgage Administration Agreement upon 90 days’ prior written
notice to the Partnership. The Mortgage
Administrator does not have any responsibility or liability to the Partnership, or to Unitholders, for any action taken, or for
refraining from taking any action, in good faith, or for errors in judgment. The Mortgage Administrator will
only be liable to the Partnership, the General Partner, or the Limited Partners, for breach of its
obligations under the Mortgage Administration Agreement or acts constituting fraud, bad faith or
negligence in respect of its duties under the Mortgage Administration Agreement.
The
Partnership has agreed to indemnify and hold harmless the Mortgage
Administrator and its directors, officers,
shareholders, employees, affiliates and agents thereof, from and against any
and all liabilities, losses, claims,
damages, penalties, actions, suits, demands, costs and expenses including,
without limiting the foregoing,
reasonable legal fees and expenses, that arise from, or in connection to,
actions or omissions by Rite Alliance
as the Mortgage Administrator under the Mortgage Administration Agreement,
provided that such action or omission
is taken, or not taken, in good faith and without willful misconduct or gross negligence. This indemnity shall survive
the removal or resignation of Rite Alliance, as the Mortgage Administrator, in connection to any and
all of its duties and obligations under the Mortgage Administration Agreement.
Mortgage Management Agreement Under the
Mortgage Management Agreement between the Mortgage Manager and the Partnership,
dated December 23, 2021, the Mortgage
Manager has agreed to service
the Mortgage Investments for the Partnership. In servicing the Mortgage
Investments of the Partnership, the Mortgage Administrator is responsible for, among other things: 1.
Arrange for the purchase, sale or
exchange of such Mortgage Investments of the Partnership. 2.
Provide to the Partnership, all necessary information relating to proposed
acquisitions, dispositions, financing and related transactions with respect to the Mortgage Investments. 3.
Ensure that all Mortgage
Investments of the Partnership comply with the terms and restrictions
contained in the Partnership Documents and forthwith bring to the notice of the Partnership, any Mortgage Investments that
are non-compliant or become non-compliant with
the Partnership Documents. 4.
Upon
request by the Partnership, provide the Partnership with all necessary
information related to any Mortgage
Investments (existing or proposed), including, without limitation, information required to determine the
value and the gross outstanding principal amount of each Mortgage Investment, the weighted average daily balance of
the outstanding balance of the Mortgage
Investments and the net assets of the Partnership. Without
limiting the generality of the foregoing, such
information may include: (i) periodic delinquency reports with respect to the performance of the
Mortgage Investments; and (ii) to the extent known by the Mortgage Manager,
reports listing defaulted
loans, poorly performing Mortgaged Premises as to which a material adverse event has occurred. 5.
Inform the Partnership of any material
default which may occur under any Mortgage
Investment and which has not been cured within ten days of such default
and taking whatever action that the
Mortgage Manager, in its discretion, deems necessary or appropriate under the circumstances to enforce performance of the obligations of a defaulting debtor (or its successors
and assigns) under any Mortgage Investment in default including realizing upon the
security therefor, which may include, without limitation, the appointment of a
receiver, the exercise of powers of
distress, lease or sale, the institution of foreclosure or “power of sale” proceedings and the pursuit of any other
remedy available at law that is necessary or required to protect the Partnership's Mortgage
Investments. The Partnership and the defaulting borrower will have the duties and rights, and will be
responsible for the costs, as outlined in the Mortgages Act. 6.
Notify the
Partnership if the Mortgage Manager becomes aware of a subsequent encumbrance on any Mortgage Investment or any other
significant change in circumstances affecting any Mortgage Investment. 7.
Provide recommendations to the Partnership in formulating, evaluating, and as required
modifying the Investment Policies. 8.
Supervise the day to day affairs
applicable to the Partnership’s investments on the Partnership’s behalf.
9.
Upon direction
by the Partnership, take certain
actions on behalf of the Partnership, concerning the Mortgage Investments,
including the collection, prosecution and settlement of claims, foreclosing and otherwise enforcing security interests
with respect to the Mortgage Investments, including the Impaired Investments. 10.
Maintain records
and accounts in respect of each Mortgage
Investment. 11.
Investigate,
select and conduct relations with leasing agents, realtors and real
estate agents and brokers, consultants, borrowers, lenders, finders, mortgagees, mortgage loan originators or brokers,
correspondents and servicers, technical managers, property
appraisers and consultants counsel, escrow agents,
depositaries, financial institutions, agents for collection, bailiffs, insurers, insurance agents,
contractors, developers and persons acting in any other capacity deemed by the
Partnership as necessary or
desirable. 12.
Provide
office space, office furnishings and equipment and personnel having the
requisite experience and skill
for the performance of the Management Services hereunder. 13.
Once determined to meet the Investment Policies,
perform or cause to be performed comprehensive due diligence on the assets
underlying a Mortgage Investment, including but not limited to, obtaining
structural reports, environmental reports, appraisals
quantitative surveyor or architect
certificates, title insurance, and to the extent possible, audited operating statements, as required, for each investment opportunity. 14.
Review
repurchased loans for compliance with the Investment Policies and present such
loans to the Partnership or the Advisory
Committee, if any, for
review. 15.
Monitor the
Mortgage Investments to ensure that the Partnership continues to qualify as a Mutual
Fund Trust under the Tax Act. 16.
Deliver
portfolio reports to the Partnership on a regular basis with respect to the
Mortgage Investments and provide documentation and/or
other information as requested. 17.
As
required, enter into agreements with third party registered mortgage brokers
and/or lenders licensed under the MBLAA or other applicable legislation, to carry out the activities, including origination of the Mortgage
Investments, as contemplated by this Agreement. 18.
At the
written request of the Partnership, schedule and participate in a quarterly
portfolio review with the General
Partner to be held no later than thirty (30) days following the delivery of the quarterly and annual reports, at
which the Mortgage Manager shall respond to any questions that the Partnership may have with respect to the Mortgage Investments. 19.
Carry out
such other actions in connection with its mortgage management function as may
be beneficial to the management of the Partnership. The
Mortgage Management Agreement may be terminated by either party if the other
party breaches any material term of
the Mortgage Management Agreement that causes a material adverse effect which
is not cured within 60 days upon
written notice of such breach or, commissions an act constituting bad faith, willful
malfeasance, gross negligence or reckless disregard
of its duties or, becomes
bankrupt. The Partnership may terminate the Mortgage
Management Agreement upon 30 days’ prior written notice to the Mortgage Manager. The Mortgage Manager may
also terminate the Mortgage Management Agreement upon 30 days’ prior written
notice to the Partnership.
The Mortgage
Manager does not have any responsibility or liability to the Partnership, or to Unitholders, for any action taken, or for refraining from taking any
action, in good faith, or for errors in judgment. The Mortgage Manager will only be liable to the Partnership, the
General Partner, or the Limited Partners, for
breach of its obligations under the Mortgage
Management Agreement or acts constituting fraud, bad faith or negligence in respect of its duties
under the Mortgage Management Agreement.
The Partnership has agreed to indemnify and hold harmless
Rite Alliance and directors, officers,
shareholders, employees, affiliates and agents thereof, from and against
any and all liabilities, losses, claims, damages,
penalties, actions, suits,
demands, costs and expenses including, without limiting the
foregoing,
reasonable legal fees and expenses, that arise from, or in connection to,
actions or omissions by Rite Alliance
as the Mortgage Manager under the Mortgage Management Agreement, provided that
such action or omission is taken, or
not taken, in good faith and without willful misconduct or gross negligence. This indemnity shall survive the removal
or resignation of Rite Alliance, as the Mortgage Manager, in connection to any and all of its duties and
obligations under the Mortgage
Management Agreement.
Mortgage Origination Agreement Under the
Mortgage Origination Agreement between the Partnership and the Mortgage
Originator, dated December 23, 2021,
the Mortgage Originator is responsible for diligently seeking out, reviewing,
and presenting mortgage investment
opportunities consistent with the investment policies and operating policies of the Partnership. The Mortgage Originator also sources, originates and underwrites the Mortgage Investments on behalf of the Partnership and performs various
activities relating to such services,
including, without limitation: 1.
identifying Mortgage
Investments that satisfy
the investment policies
of the Partnership; 2.
providing
information to the General Partner related to proposed acquisitions,
dispositions, and financing of Mortgage
Investments; and 3.
consulting with the General
Partner and furnishing the General Partner
with research, information, data, and opportunities with respect to the Mortgage
Investments of the Partnership. The Mortgage
Originator will, in its sole discretion, retain the services
of professionals accountants, lawyers, notaries or other professional
advisors to assist with the ongoing management of the Partnership and its
assets.
The
Partnership can terminate the Mortgage Origination Agreement without cause, upon providing 30 days’ written notice to the Mortgage Originator.
The
Mortgage Originator will exercise its powers and discharge its duties in good
faith and according to what the
Mortgage Originator reasonably believes is in the best interests of the Partnership, and exercise the degree
of care, diligence and skill of a prudent
residential and commercial mortgage
loan servicer.
If the
standard of care has been met, the Mortgage Originator will not be liable to
the Partnership or any other person
for any loss occasioned by an honest error in judgment, or for any loss, damage
or misfortune whatever which may
happen in the proper exercise of its duties. In particular, the Mortgage
Originator does not in any way
guarantee the performance of the Mortgage Investments made by the Partnership
and shall not be liable for any diminution
in the value of such Investments or for any other loss, harm or damage sustained by the Partnership except to the
extent that such diminution in value, loss, harm or damage is conclusively found by legal process to
have been a direct result of the gross negligence, willful misconduct or dishonesty on the
part of the Mortgage
Originator.
The Partnership will indemnify and hold harmless
the Mortgage Originator
from and against any and all claims, actions, suits, proceedings, demands, assessments, judgments, losses,
damages, liabilities, expenses, costs
(including all legal fees and costs on a solicitor and his own client basis) )
to which the Mortgage Originator, may be put or suffer as a result of performing its duties under the Mortgage
Origination Agreement. The
Partnership covenants and agrees to indemnify the Mortgage Originator, its directors, officers, employees and agents,
any person or company retained by the Mortgage Originator and such person’s or company’s directors,
officers, employees and agents, (the “Indemnified
Parties”) and save them harmless
in respect of all judgments, amounts paid in settlement and costs (including
legal costs on a solicitor and client
basis) (collectively, “losses”) whatsoever
which the Indemnified Parties may incur in
or about any claim, action, cause of action, suit or proceeding which is made,
brought, commenced or prosecuted
against it or them or any of them for or in respect of any act, deed, matter or
thing whatsoever made, done or
permitted by it or any of them in or about the direct execution of its
obligations and duties hereunder. No right of indemnity or reimbursement granted
may be satisfied except out of the assets of the
Partnership
and no shareholder of the Partnership shall be personally liable to any person
with respect to any claim for
indemnity or reimbursement or
otherwise.
In the
event that any of the Partnership or its directors, officers or employees is
successfully sued on the basis of any
action or inaction of the Indemnified Parties which is determined to be a
breach of this Agreement and as a
result, the Partnership suffers any loss, damage, expense or cost (including
legal costs on a solicitor and client
basis), the Mortgage Originator covenants and agrees to indemnify the
Partnership and its directors,
officers and employees and save them harmless in respect of all such losses,
damages, expenses and costs whatsoever which the Partnership or its directors, officers
and employees may incur.
THE LIMITED
PARTNERSHIP AGREEMENT The
Partnership is a limited partnership formed and organized under the laws of the
Province of Ontario, pursuant to the Limited Partnerships Act (Ontario). The rights
and obligations of the General Partner and the
Limited Partners are governed by the Limited Partnership Agreement, signed on
January 25, 2019 and as amended from
time to time. The objective of the Limited Partnership Agreement is to
facilitate the investment of
Partnership Capital contributed by the Limited Partners in Partnership
Investments, which primarily include mortgage investments secured by real property in Canada. The Partnership will conduct its affairs through the Mortgage
Administrator pursuant to the Mortgage Administration Agreement. The term of the Partnership will commence on
the formation thereof and will continue until dissolved in accordance the Limited Partnership
Agreement. All capitalized terms in this section not otherwise defined herein shall have the meanings
as set out in the Limited Partnership Agreement. The Trust is the sole limited partner of the Partnership.
Investment Policies The primary investment policies (“Investment
Policies”) for the Partnership are as follows: 1.
Mortgages
will be secured on Real Property located in Canada. 2.
When
advantageous to the Partnership, the Mortgage
Administrator may sell any of
the Mortgage Investments to other
financial institutions and lenders. 3.
The Partnership may participate in a Mortgage
with other lenders
on a syndicated basis. 4.
The
Partnership shall not make any investment, take any action or omit to take any
action that would result in Units
ceasing to be units of a “mutual fund trust” within the meaning of the ITA, or
a qualified investment for Exempt
Plans.
Operating Policies The
operations and affairs of the Partnership are required to be conducted in
accordance with the following operating policies
(“Operating Policies”): 1.
the
Partnership may borrow funds on commercially reasonable terms to acquire or
invest in specific Mortgage
Investments; 2.
when making an investment in, or an acquisition of, a Mortgage
or other Mortgage
Investment, the General Partner may, in its sole discretion, but will
not be obliged to require the Mortgage
Originator to obtain or review an independent appraisal and/or broker opinion of value from a qualified appraiser or
realtor, as the case may be, on the underlying Real Property which is the primary security for the Mortgage and may
or may not obtain additional independent
appraisals or audits of the underlying Real Property or any additional
collateral and other properties secured by the Mortgage or other Mortgage
Investment; 3.
when deemed
necessary by the General Partner, the Partnership will, where appropriate, require
the Mortgage Originator to establish and manage property tax escrow accounts in respect of the Real Property provided as
security for the Partnership’s Mortgage Investments, if any; and
4.
the legal
title to each Mortgage Investment may be held by and registered in the name of
the General Partner or a corporation
or other entity that is an Affiliate, Associate or Subsidiary of the General Partner
or its Affiliates, associates or subsidiaries. Where the Partnership's interest is held in trust,
the trust arrangements must be approved
by the General Partner. Where the legal title to an Mortgage
Investment is held by and registered in the name of an entity wholly-owned by, or Affiliated or Associated with, the
General Partner, or in the name of a
person or persons in trust for the Partnership, such entity may hold legal
title to such Mortgage Investment on behalf of other
beneficial owners of such Mortgage
Investment. The General
Partner may, in its sole discretion, amend, supplement or replace the
Investment Policies and/or the Operating Policies of the Partnership.
Limitations on Authority of Limited Partners No Limited
Partner will be entitled to take part in the control of the business of the
Partnership, to execute any document
which binds the Partnership or any other Limited Partner, to purport to have
the power or authority to bind the
Partnership or any other Limited Partner, or to have any authority to undertake
any obligation or responsibility on
behalf of the Partnership. No Limited Partner will be entitled to bring any action for distribution or sale in
connection with any interest in the property of the Partnership, or permit any lien or charge to be filed or
registered against the property of the Partnership. Each Limited Partner nominates, constitutes and appoints the
General Partner with full power and authority as its agent and true and lawful attorney.
Liability of the General Partner
and Limited Partners The General
Partner will have unlimited liability for the debts, liabilities and
obligations of the Partnership. The
liability of each Limited Partner for the debts, liabilities and obligations of
the Partnership will be limited to the capital
account amount contributed by each respective Limited Partner, undistributed distributable cash, and repayment of capital on any
distributions of income to the extent capital is reduced, with interest. The
liability of the General Partner is limited to the extent that the General
Partner, and/or the GP Group, acted honestly
and in good faith with the Limited Partners. The General Partner
and each member of the GP
Group are indemnified and saved harmless from the property of the Partnership
from and against any and all costs, damages,
liabilities, or expenses
suffered or incurred,
unless resulted from any
act or omission of the General Partner or any member of the GP Group,
which act or omission constitutes fraud, gross negligence or willful misconduct of the General
Partner or any member of
the GP Group. The General
Partner may, in its sole discretion, purchase and pay for, out of assets of the
Partnership, insurance contracts and
policies insuring the assets of the Partnership against all risks of the
Partnership. This includes insurance
that covers the Partnership, the Limited Partners, the General Partner, and any member of
the GP Group against
all claims and liabilities of any nature.
Other Activities of the General
Partner and Limited
Partner Each of the
General Partner, Mortgage Manager, Trust Manager and Limited Partner are
permitted to engage in, or hold an
interest in, any other business, venture, investment or activity, whether or
not similar to, or competitive with, the business of the
Partnership.
Units of the Partnership The
interest in the Partnership of the Limited Partners will be divided into and
represented by Partnership Units,
which shall be issued for a price of $100 per Partnership Unit. Each Limited
Partner will have (i) the right to
one vote for each Partnership Unit, (ii) the right to allocate taxable income
or loss, and (iii) the right to
share in distributions of the
Partnership. The General
Partner may raise capital for the Partnership by a private offering of
Partnership Units and determine all
terms and conditions of such offering of Partnership Units. The General Partner
is authorized to issue and allocate
an unlimited number of Partnership Units on such terms as it, in its sole
discretion, deems fit in accordance with the terms of the Limited Partnership Agreement. No subscriptions will be
accepted
for fractions of Partnership Units except upon reinvestment, and the General
Partner has the right to refuse to
accept any subscription for Partnership Units. The General Partner will
maintain a registered office for the
Partnership, maintain the register of Partnership Units for the Partnership,
and maintain all such other records required
by law. Limited
Partners will not be entitled to transfer or assign its Partnership Units to
any person, except as provided in the
Limited Partnership Agreement. The person that acquires the Partnership Units
must also deliver to the General
Partner: (i) a form of transfer; (ii) a counterpart to the Limited
Partnership Agreement; and
(iii) all such other documents as the General Partner may consider necessary to
effect the transfer and assignment of Partnership Units.
Capital and Other
Contributions and Accounts The General
Partner will establish an account on the books of the Partnership for the
capital of the General Partner and
each of the classes of the capital of the Limited Partners to which respective
contributions of capital are credited
and to which respective returns of capital are charged. The capital of the
Limited Partners will be allocated
among the Limited
Partners in accordance with the number and class of Partnership Units held by each of the
Limited Partners. The General Partner will contribute $100 to the capital
of the Partnership in consideration for its entitlements under the Limited
Partnership Agreement. None of the
Limited Partners will have any right to withdraw any amount or receive any
distribution from the Partnership
except as expressly provided for in the Limited Partnership Agreement. No
partner of the Partnership will have the right to receive interest on any credit balance of
capital or any credit balance in the
capital accounts except as expressly provided for in the Limited Partnership
Agreement. The interest of a Limited Partner in the Partnership will not terminate
by reason of there being a negative
or zero balance of capital.
Distributions and Allocations The General
Partner is expressly
authorized to deduct from the funds otherwise
characterized as distributable cash of the Partnership
amounts sufficient to maintain reasonable and
adequate working capital and
reserves. The General Partner will cause the Partnership to distribute
distributable cash on a distribution
date; first, as to 99.999% to the Limited Partners in proportion to the number
of Partnership Units held by each Limited Partner,
and second, as to 0.001% to the General Partner,
to a maximum of $100 per annum.
Management of the Partnership The General
Partner is authorized to carry on the business of the Partnership, with full
power and authority, to administer, manage, control and operate the business of the Partnership. The General Partner will have all
power and authority to do any act, take any proceeding, make any decision and
execute and deliver any instrument,
deed, agreement or document necessary for or incidental to carrying out the
business of the Partnership. The
General Partner has full power and authority for and on behalf of and in the
name of the Partnership: 1.
to enter
into and to perform any agreement in connection with the day-to-day operation
of the business of the Partnership, including, without limitation, the Mortgage Administration Agreement, Mortgage Management Agreement, the Mortgage
Origination Agreement and the Nominee Agreement; 2.
to borrow money, or refinance any existing debt on such terms as it, in its sole discretion, considers
commercially reasonable, provided that such borrowings shall not exceed 30% of
the book value of the Mortgages held in favour
of the Partnership; 3.
to employ
all persons necessary
for the conduct of business
of the Partnership; 4.
to retain
such legal counsel, experts, advisors, or consultants as the General Partner
considers appropriate and to rely upon the advice of such persons; 5.
to open and
operate any bank account of the Partnership;
6.
to pay operating expenses
and capital expenditures or other
expenses of the Partnership; 7.
to commence
or defend any action or proceeding in connection with the Partnership or the property of the Partnership; 8.
to file returns
required by law by any governmental or like authority; and 9.
to do anything that is in furtherance of or incidental to the business
of the Partnership or that is provided for in the Limited Partnership Agreement. The General
Partner may contract, directly or
indirectly, with the Mortgage
Administrator, Mortgage Manager and
Mortgage Originator to carry out any of the duties of the General Partner or
may assign its obligations and may
delegate to the Mortgage Administrator, Mortgage Manager and Mortgage
Originator any power and authority of the General Partner
as provided for in the Limited
Partnership Agreement.
Partnership Meetings The General
Partner may, at any time, and will upon receipt of a written request from the
Limited Partners holding, in the
aggregate, not less than 25% of the Partnership Units of any class, call a
meeting of the Limited Partners. At
least 21 days’ notice will be given prior to any meeting of Limited Partners
stating the time and place of the
meeting and matters that are the subject of a vote at such meeting. The
President, or in his absence, any
officer of the General Partner, will be the Chairman of any meeting of Limited
Partners. The quorum at any meeting
of Limited Partners will be Limited Partners holding in the aggregate, not less than 25% of the Partnership Units. The
General Partner and the Mortgage Administrator will not be entitled to vote at any meeting of the Limited Partners. The following matters must be resolved
by an Extraordinary Resolution of the
Limited Partners: 1. amend the Limited
Partnership Agreement; 2. make an election
under subsection 98(3) or under any other section or subsection of the ITA and under
any analogous provincial legislation in connection with the dissolution of the Partnership; 3. approve or disapprove the sale or exchange of all or substantially all the property
and assets of the Partnership; or 4. amend or rescind
any Extraordinary Resolution.
Change, Resignation, or Removal of the General
Partner The General
Partner may resign only upon having provided 20 days’ written notice to all the
Limited Partners, and such
resignation will be effective upon the earlier of: (i) 30 days after such
notice is provided; and (ii) the
admission of a new general partner by ordinary resolution of the Limited
Partners. The General Partner may not
otherwise sell, assign, transfer, or otherwise dispose of its interest in the
Partnership. The General Partner will
be deemed to resign as the general partner of the Partnership upon bankruptcy, insolvency, dissolution, liquidation, or
winding-up of the General Partner. The Limited Partners may also remove the General Partner or substitute another person as a general partner of the Partnership by way of an Extraordinary Resolution, upon a material breach by the General Partner
of any of its duties or obligations under the Limited Partnership Agreement, which breach exists for a period of 120 days from the date of
receipt of notice
to remedy such breach by any Limited
Partner.
Dissolution of the Partnership The
Partnership will be dissolved the earliest of: (i) a date specified by the General Partner, which
date shall not be less than thirty
(30) days following
the date on which the General Partner
gives notice in writing
to each Limited Partner of such dissolution of the Partnership; (ii) the date
which is sixty (60) days following
the removal of the General Partner, unless a new General Partner is appointed
prior to such date; or (iii) the
date, as confirmed by the General Partner, upon which all of the property of
the Partnership is sold, and the
net proceeds realized therefrom have been distributed. On
dissolution of the Partnership, the General Partner will act as the receiver of
the Partnership. If the General Partner
is unable or unwilling to act as the receiver,
the Limited Partners
will, by ordinary
resolution,
appoint another appropriate person to act as receiver. The receiver will
prepare a statement of financial
position of the Partnership, which will be
reported to the auditor of the Partnership. Upon dissolution the receiver
will wind up the affairs of the Partnership and all property of the Partnership will be liquidated in an orderly
manner. The
receiver will distribute the net proceeds from liquidation of the Partnership
as follows: (i) first, to pay off the
expenses of liquidation and the debts and liabilities of the Partnership; (ii)
second, to provide reserves which are
necessary for any contingent or unforeseen
liability or obligation of the Partnership; and (iii)
third, to
the Limited Partners of the Partnership in accordance with the provisions of
the Limited Partnership Agreement.
The Limited
Partnership Agreement may be amended by the General Partner, without notice or
consent of the Limited Partners, to
reflect the admission, resignation or withdrawal of any Limited Partner, or the assignment by any Limited Partner of the
whole or any part of its interest in the Partnership. Unless resolved by Extraordinary Resolution, any
amendment will result in a continuation of the Partnership. The General Partner may add covenants,
restrictions, or provisions necessary for the protection of the Limited Partners or to cure any ambiguity or to
correct or supplement any provision of the Limited Partnership Agreement, without the prior notice or
consent of any Limited Partner, if such amendment does not and shall not in any manner adversely affect the interests of any Limited Partner
as a
Limited Partner. The Limited Partnership Agreement
may also be amended at any time by (i) by the General Partner
with the consent of the
Limited Partners given by Extraordinary Resolution; or (b) except with respect
to a change in the investment
objective of the Partnership, the General Partner without the consent of the Limited Partners provided that the Limited
Partners are given not less than sixty (60) days’ written notice prior to the effective date of the amendment
(together with a copy of the amendment and an explanation of the reasons for the amendment). Each Limited Partner
shall prior to the effective
date of such amendment be given the opportunity to redeem all of such Limited
Partner’s Units. No amendment
may be made which allows any Limited Partner to take part in the management or control of the business of the Partnership or
reduces the interest in the Partnership of any Limited Partner or changes the right of any Limited Partner
entitled to vote at meetings or changes the Partnership from a limited partnership to a general
partnership, or if the amendment adversely affects the rights or interests of the General
Partner.
FEES AND EXPENSES
In consideration for the performance of the Administration Services, the Partnership shall pay to the Mortgage Administrator a fee of $1,350 per month.
In
consideration of the services provided, the Partnership shall compensate the Mortgage
Manager by payment of a monthly fee equal to 1/12th (one twelfth) of 2.00% (plus H.S.T) of the amount of the mortgage receivables of the Partnership as of the last business
day of each calendar month (the “Mortgage Management Fee”). The Mortgage
Management Fee may be subject
to waiver or adjustment in accordance
with the terms of the Mortgage Management Agreement, including in order to meet
the target distribution yield of the
Trust of approximately 8.0% per annum, net of fees.
The
Mortgage Manager is also entitled to a performance fee paid by the Partnership
to the Mortgage Manager payable in
respect of a calendar year in which the net return of the Partnership exceeds
8.0% for such year and is equal to
20% of the aggregate net return of the Partnership for such year which exceeds
the 8.0% “hurdle” rate of return.
The
Mortgage Originator is entitled to all lender, broker, origination, commitment,
renewal, extension, discharge
participation, NSF and administration fees (“Lender/Broker Fees”) generated on Mortgage Investments it arranges and presents to the Partnership. Generally, Lender/Broker Fees are in the
range of 2–6% of the loan amount
although in certain circumstances the amount can be higher. The Lender/Broker Fees are commensurate with fees paid to other entities providing
similar services and to the fees charged by
the Mortgage Originator for similar services provided to other
clients.
Operating Expenses The Trust
is responsible for the payment of all routine and customary fees and expenses
incurred relating to the
administration and operation of the Trust including, but not limited to:
Trustee fees and expenses; management
fees; custodian, and safekeeping fees and expenses; registrar and transfer
agency fees and expenses; audit, legal and record-keeping fees and expenses;
communication expenses; printing
and mailing expenses; all
costs and expenses associated with the qualification for sale and distribution
of the Units including securities
filing fees (if any); investor servicing costs; costs of providing information
to Unitholders (including proxy solicitation material, financial and other reports)
and convening and conducting
meetings of Unitholders; taxes, assessments or other governmental charges of
all kinds levied against the Trust;
interest expenses; and all brokerage commissions and other fees associated with
the purchase and sale of portfolio
securities and other assets of the Trust. In addition, the Trust will be responsible for the payment of all
expenses associated with ongoing investor relations and education relating to the Trust. The Trust Manager
will also be reimbursed for any expenses of any action, suit or other proceeding in which or in relation
to which the Trust Manager or the Trustee and/or any of their respective officers, directors, employees, consultants or agents (as applicable) is
entitled to indemnity by the Trust. The
foregoing expenses will be allocated by the Trust Manager to the Trust as
determined by the Trust Manager, in
its sole discretion. The Trust Manager may at its discretion from time to time
agree to pay certain of the
Trust’s expenses. The one-time expenses
related to the establishment of the Trust and the Partnership are estimated to be $200,000
and will be paid for by the Trust Manager. Thereafter,
the Trust and the Partnership will be responsible for all
expenses relating to ongoing operations as set forth
above. The
Partnership will pay for all of its expenses incurred in connection with its
operation and administration. The
Partnership will also be
responsible for its costs of
portfolio transactions and any extraordinary expenses that may be
incurred from time to time.
MORTGAGE ADMINISTRATOR The Partnership has and will continue to obtain mortgage
administration services from a mortgage
administrator licensed with FSRA. The
current administrator is Falcon Ridge Mgmt Ltd. having license number 13048.
MONEYBROKER CANADA
INC. Moneybroker
Canada Inc. (“Moneybroker”) acts as
the Mortgage Originator for the Partnership and provides mortgage origination and underwriting services to the
Partnership. Moneybroker was incorporated by
Christine Xu and is licensed as a mortgage brokerage in Ontario. Christine Xu,
President and Chief Executive Officer of Moneybroker, has been active in the mortgage
industry since 2000. Moneybroker,
through its principal, Ms. Xu, has proven expertise and success in being able
to obtain funding for mortgages which
are not available
from institutional lenders.
The Partnership will provide
funds for mortgages previously underwritten by private
investors either individually or which were syndicated. The Trust will diversify the risk
to investors of holding
single mortgages. The
Mortgage Originator receives applications for mortgage loans from unaffiliated
mortgage managers, mortgage brokers
and directly from applicants and will from time to time recommend new mortgage
loan investments from these sources.
Also, the Mortgage Originator may, from time to time, recommend a share of such syndicated loan on a pari-passu basis or in priority
to other shares of such syndicated
loan. All
mortgage loan investment opportunities (in whole or in part) that are deemed
eligible and sourced and originated
by Moneybroker are considered for funding by the Partnership.
Rite
Alliance Management Inc. (“Rite Alliance”)
acts as the Trust Manager of the Trust. Rite Alliance was incorporated on February 13, 2018, and
provides ongoing fund management and administration services to the Trust. Rite
Alliance also acts as the Mortgage Manager of the Partnership, and services the
Mortgage Investments for the Partnership. The Trust
is a Connected Issuer of Moneybroker and Rite Alliance. The Trustees have
determined that the Trust is a Connected Issuer of Rite Alliance
based on the following
factors: ·
Rite Alliance
is entitled to appoint the Trustees of the Trust; ·
A Trustee
of the Trust is a director and officer of Rite Alliance, and the director of
the general Partner is an employee
of Rite Alliance; ·
Pursuant to
an agreement between Moneybroker and the Partnership, Moneybroker is
responsible for Mortgage Investment
origination activities of the Partnership. Please refer to the Item 2.2 “The Business” - “Fees and Expenses” in this Offering
Memorandum for further information on amounts payable by the Partnership to Moneybroker; and ·
Pursuant to
certain agreements between Rite Alliance, the Partnership and the Trust, Rite
Alliance is responsible for ongoing
fund management of the Trust and servicing
of the Mortgage Investments for the Partnership. Rite Alliance is compensated for services provided
to the Partnership. Please refer to the Item 2.2 “The Business” - “Fees and Expenses” section in
this Offering Memorandum for further
information on amounts payable by the Partnership to Rite Alliance.
USE OF PROCEEDS The net
proceeds of the Unit Offering, after deduction of all fees and expenses, will
be used to subscribe for additional
Partnership Units thereby allowing the Partnership to have the capital to
purchase Mortgage Investments. The
Partnership, after completion of this
Unit Offering, will be able to fund additional investments through its borrowing
activities. The net proceeds of this Unit Offering are intended to be used to purchase mortgage loan investments and for no other
purpose.
PLAN OF DISTRIBUTION Subscriptions
received are subject to rejection or allotment by the General Partner in whole
or in part. The Trustees reserve the
right to close the subscription books at any time without notice. If any
subscription is not accepted, all
applicable Subscription Documents and subscription proceeds will be returned to
the potential subscribers, without interest
or deduction. There is no market through which the Units may be sold. The Trustees have determined the Unit Subscription Price arbitrarily. Unless
relying on an alternate exemption from the prospectus requirements, subscribers
resident in or otherwise subject to
the securities laws of any province where the Units may be sold are required to
fall within the definition of “accredited
investor” (as such term is defined in National Instrument 45-106 – Prospectus Exemptions), including one of
the following:
(a)
an individual who, either alone or with a spouse,
beneficially owns financial assets having an aggregate realizable value that before taxes,
but net of any related liabilities, exceeds
$1,000,000, (b)
an individual whose net income
before taxes exceeded
$200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse
exceeded $300,000 in each of the 2 most recent calendar
years and who, in either
case, reasonably expects to exceed
that net income level in the
current calendar year, (c)
an individual who, either alone or with a spouse, has net assets of at least $5,000,000, or be a
director, executive officer, control person or founder, actively involved with
the Trust at the time of the
subscription as well as certain family members, close personal friends and
close business associates of such persons. If the
subscriber is not an individual, it may also rely on the “minimum amount”
exemption by investing a minimum of
$150,000 paid in cash at the time of the subscription if they have not been
created or used solely to purchase
securities under the exemption. The
Offering Memorandum Exemption (“OME”)
in National Instrument 45-106 provides for a class of subscribers that may invest in Units in the Trust. To be
eligible to invest in an exempt market product under the OME, subscribers must satisfy one of the following
criteria to be considered an “Eligible Investor”: (a)
an
individual whose net income before taxes was more than $75,000 in each of the two most recent calendar years and who expects it to be more than $75,000.00 in the current
calendar year; (b)
an
individual whose net income before taxes combined with a spouse was more than
$125,000 in each of the two most
recent calendar years and who expects it to be more than $125,000 in the current
calendar year; (c)
an individual who either alone or with a spouse has or have net assets of at least
$400,000. In the event that a subscriber
satisfies one or more of the above criteria they are eligible
to invest $30,000
in each calendar year, looking back over a 12-month period. If that
subscriber has received advice from an Exempt
Market Dealer based on a review of the subscriber’s investment objectives,
financial circumstances and risk
tolerance resulting in a positive suitability assessment, then the permitted
sum of $30,000 per 12- month period can be increased to a maximum of $100,000.00 looking
back over a 12-month period. In the event that a subscriber does not meet any of the Eligible
Investor criteria, they have the opportunity to invest in Units, notwithstanding their
status of “ineligible”, in an amount not to exceed $10,000.00 looking
back over a 12-month period.
Since
inception, Segal LLP, Chartered Professional Accountants, Toronto, Ontario have
served as auditors of the Trust.
Segal LLP is independent of the Trust within the meaning of the relevant rules
of professional conduct and related
interpretations prescribed by the relevant professional bodies in Canada and
any applicable legislation or
regulation.
2.3
Development of Business The Trust
was created on January 24, 2019. The Trust’s business is limited to investing
the net proceed of this Offering in
mortgage investments in accordance with the policies and guidelines set out
above under Item 2.2. The success of
the Trust is dependent, to a large part, on the experience and good faith of
the Mortgage Broker.
The Trust
has declared and distributed interest income monthly since inception and
intends to declare and distribute
interest monthly. Amounts for
operating expenses, management fees, and interest distributions are not paid from the proceeds of the
Offering. Since the Trust is operational and profitable, these amounts have been, and are
expected to continue to be paid out of current mortgage
portfolio income.
For the fiscal year ended December 31, 2022, the Trust had assets under management of $61,276,211 and $41,473,004 at the end of fiscal 2020, accounting for a 47.75% growth year over year. The Trust anticipates year-over-year growth of 30%.
During our two most recently
completed financial years
the development of the business
has not been
adversely affected by COVID-19.
As at December 31, 2022, the Trust has an average loan size of $614,339.84 and an average
loan to value of 66.04%.
Portfolio Summary
The following is a summary
of the Trust’s portfolio of mortgage investments as of December
31, 2022.
Portfolio Performance
(1) For the 10 most recently completed financial
years of the Trust ended more than 120 days before the date of this Offering
Memorandum, the Trust provides the following performance data for the Trust’s portfolio.
(2) The following is a description of the methodology used with respect
to the following: (a) determining the value of the securities in the portfolio
for the purposes of calculating the performance data above; and (b) calculating the performance data of the portfolio above.
(a)
Methodology for determining the value of the securities
in the portfolio for the purposes of calculating
the performance data.
IFRS 7
requires that the Trust disclose information about the fair value of its
financial assets and liabilities. Fair value estimates are made at the statement
of financial position
date based on relevant market information and information about the
financial instrument.
Financial
assets and liabilities recorded at fair value in the Trust's statement of
financial position are categorized based upon the level of judgment associated with the inputs
used to measure
their fair value.
Hierarchical
levels, defined by IFRS 7 and directly related to the amount of subjectivity
associated with inputs to fair
valuation of these financial
assets and liabilities, are as follows:
•
Quoted prices
(unadjusted) in active
markets for identical
assets or liabilities (Level 1); •
Inputs
other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly (i.e., as prices)
or indirectly (i.e., derived
from prices) (Level 2); and •
Inputs for the asset or liability
that are not based on observable market data (unobservable inputs) (Level 3).
The Trust's
financial instruments consist of mortgage loans receivable, cash, interest
receivable, distribution payable,
accounts payable and accrued liabilities, redemptions payable, subscriptions in
advance, and prepaid interest and
other holdbacks. It is the Trust's opinion that due to the short term nature of
these financial instruments, the
Trust is not exposed to significant market price, currency, interest rate,
liquidity, cash flow, credit, and portfolio concentration risks arising from these financial
instruments except as
described below. The fair value of these financial instruments approximate their carrying
values, unless otherwise noted. Please refer to Item 14 – “Financial Statements”.
(b)
Methodology for calculating the performance data.
The methodology used for calculating the performance data above is as follows. Please also refer to Item 14 – “Financial Statements”.
(i) Average loan to value ratio – This is
calculated by dividing the total value of all mortgages by the total market value of the properties pledged
as collateral for those mortgages.
(ii) Return for an investor participated in DRIP –
This is calculated by dividing the distributions paid per Unit to Unitholders by the cost of the Unit to Unitholders, for those Unitholders that participated in the DRIP.
(iii) Return for an investor not participated in
DRIP – This is calculated by dividing the distributions paid per Unit to Unitholders by the cost of the Unit to
Unitholders, for those Unitholders that did not participate in the DRIP.
(iv)
Unit distribution as year-end additional income distribution – This is
the amount of distributions paid per
Unit to Unitholders at year-end that is in addition to any other distributions
paid to Unitholders during
the year.
2.4
Long Term Objectives The Trust’s
long-term objective is to provide Unitholders with sustainable income while
preserving capital for distribution or re-investment. The Trust seeks to achieve
this principal investment objective by investing in Mortgage Investments using
the funds raised pursuant to this Offering and other debt provided by alternative lenders. The Trust shall invest in Mortgaged
Property, which shall be secured by the respective
mortgagor’s equity in Real Property in accordance with the policies and
guidelines set out above under Item 2.2. The Trust anticipates continuing to raise funds under
this Offering for the foreseeable future and investing all available net proceeds raised in
Mortgage Investments as opportunities arise for such investments. The
Trust will reinvest in Mortgage Investments with the Trust’s income received
upon the mortgages becoming due. The costs related to the investment and reinvestment in Mortgage Investments is nominal and is not
considered to be material. The
Trust’s income will primarily consist of interest
received on the loans secured by the mortgages, less the fees paid to the
Mortgage Broker, as disclosed herein,
and interest fees payable with respect to the other debt facilities employed to
fund a portion of the Trust’s mortgage
assets.
The Trust’s
objectives subsequent to the next 12 months from after the date of this
Offering Memorandum is to raise
$30,000,000 of capital and invest it pursuant to the Trust’s criteria with the
intent of optimizing return and
distributing, on a monthly basis, 100% of the Trustees’ estimate of the amount
of Distributable Cash to the
Unitholders. Initially, the Trust expects to have a distribution yield of approximately
8.0% per annum, net of
fees, paid monthly.
Beyond the 12 month period referred
to above, the Trust’s objective
is to continue to develop its business
by raising capital and investing substantially in prudent conventional
Mortgages secured by real property situated
in Canada.
The
objective of the Partnership is to provide its Limited Partner and, ultimately,
Unitholders with stable and secure
returns from the Partnership’s Mortgage Investments in a portfolio of private
mortgages secured by real property
in Canada. The Partnership targets mortgage loan investment opportunities in
market segments under-serviced by
large financial service providers. The Trust intends to contribute the net proceeds
of the Unit Offering to the Partnership in exchange for Partnership Units to
allow the Partnership to acquire, and hold, whole, partial, direct and/or indirect interests in mortgage loans.
There is no guarantee, however, that the Trust will meet
its objectives. See Item
10 “Risk Factors”.
2.5
Short Term Objectives The Trust’s objectives for the next 12 months after the date of this Offering Memorandum
are:
a) to raise additional capital to enhance
the operating efficiency of the Trust in conjunction with its long term objectives;
b) to source appropriate lending opportunities by expanding the lending territory
of the Trust to other provinces in Canada; and
c) to maintain or exceed a target net rate of return to Unitholders of 8.0% per annum.
The Trust intends to meet those objectives
for the next 12 months as set out in the following
table.
(1) This figure reflects estimated costs of the Unit Offering including
legal, audit and other professional services. In addition, the Trust may pay registered dealers a commission of
up to 1% of the value of the securities purchased in the Unit Offering.
2.6
Insufficient Funds There is no
assurance that (i) a sufficient number of additional Units will be sold
pursuant to this Unit Offering, (ii)
the proceeds of the Unit Offering, if any, will be sufficient to accomplish the
Trust’s proposed objectives, or (iii) alternative financing, if required,
will be available. If an insufficient number of additional Units are sold pursuant to the
Unit Offering, the Trust intends to continue to use the Trust’s existing
capital and cash flows to carry on the
Trust’s business.
2.7
Additional Disclosure of Issuers Without
Significant Revenue The Trust
has had significant revenue from operations in its two most recently completed
financial years, and has had significant revenue from operations since
inception.
2.8
Material Contracts The Trust is a party to or
is a related party to the following
material contracts:
a)
Declaration
of Trust dated January 24, 2019, as amended from time to time, that established Ready Capital Mortgage Investment Trust
for the principal purpose of providing Unitholders with an opportunity to participate in a portfolio
of mortgage loan investments through
investment in units of limited partnership interest in the capital of
the Partnership. See Item 5.1 “Terms of Securities” - “Description of Trust Units”.
b)
Trust Management Agreement between the Trust Manager and the Trust, dated December 23, 2021. See Item
2.2 “The Business” - “MANAGEMENT OF THE TRUST”.
c)
Limited
Partnership Agreement between the General Partner and the Limited Partners,
dated December 23, 2021. See Item 2.2 The Business – "THE
LIMITED PARTNERSHIP AGREEMENT".
d)
Mortgage Administration Agreement between the Mortgage Administrator and the Partnership, dated December 23, 2021. See Item 2.2 The Business – "THE PARTNERSHIP AND MORTGAGE ADMINISTRATION, MANAGEMENT AND ORIGINATION - Mortgage Administration Agreement".
e)
Mortgage
Management Agreement between the Mortgage Manager and the Partnership, dated December 23, 2021. See Item 2.2 “The Business” – "THE PARTNERSHIP AND MORTGAGE ADMINISTRATION, MANAGEMENT AND ORIGINATION - Mortgage Management Agreement".
f)
Mortgage
Origination Agreement between the Partnership and the Mortgage Originator,
dated December 23, 2021. See Item 2.2 The Business – "THE PARTNERSHIP AND MORTGAGE ADMINISTRATION, MANAGEMENT AND ORIGINATION - Mortgage Origination Agreement".
OTHER AGREEMENTS The following
summarizes the agreement
not described earlier
in the Offering Memorandum, which
includes the Nominee Agreement.
The Nominee
Agreement The Nominee
Agreement made as of December 23, 2021, entered into between the Partnership
and the Nominee, provides for the
relationship between the Partnership and Nominee is that of principal and agent and the terms thereof are as follows: (a) the Nominee will be bound by
instructions received from investors
(which may include the Partnership) holding more than 50% of the beneficial interests in the Mortgage Investments; (b) the Nominee shall hold bare legal title to the
Mortgage Investments as nominee and agent for the Partnership and as such the Nominee
will have no beneficial interest
in the Mortgage Investments; (c) upon the written authorization and direction
from the Partnership, the Nominee shall execute and deliver all documents and instruments relating to the Mortgage
Investments as the Partnership may require
from time to time including, without limitation, all deeds, transfers,
mortgages, charges, assignments of beneficial interests, acknowledgements or other instruments in writing; (d) the Partnership shall
be responsible for all expenses, losses or liabilities in any way connected with or related to the Mortgage
Investments, the Nominee has no active duties to perform in connection with the Mortgage Investments,
and all obligations, responsibilities, acts or omissions pertaining to the Mortgage Investments shall be performed by the
Partnership or agents thereof; and (e) the Partnership releases the Nominee from any
and all liability that the Nominee may incur in respect of any action taken by the Nominee either pursuant to
the authorization or direction of the Partnership;
and the Partnership shall indemnify and hold the Nominee harmless from all
costs, expenses, losses, damages,
claims, demands and liabilities of whatsoever kind and character that may arise out of being the registered titleholder and any responsibilities, acts or omissions. Copies of all material agreements may be reviewed by appointment during normal business hours for the duration of this Unit Offering at the offices of the
Trust which is located at: 4491 Highway 7 East
Markham, Ontario L3R 1M1. The Trust can also be contacted at: telephone number:
905-305- 1539, fax number: 905-305-8982 or e-mail: info@readycapital.ca.
2.9
Related Party Transactions
There have been no purchase
and sale transactions between the Trust and a related party that does not relate
to real property.
3.
COMPENSATION AND SECURITY HOLDING
OF CERTAIN PARTIES
3.1
Compensation
and Securities Held The table below provides information for each of the following: a) each director, officer
and promoter of the issuer; b) each person that has beneficial ownership of,
or direct or indirect control over, or a combination of beneficial ownership and direct or indirect control over, 10%
or more of any class of voting securities of the
issuer; c) any related party not specified in paragraph
(a) or (b) that received compensation in the most recently completed financial year or is expected by the issuer
to receive compensation in the current financial
year.
Notes:
(1) Units beneficially held, directly or
indirectly, or which control or direction is exercised by each Person and does
not include Units held jointly with
a spouse. Amounts are subject to variation depending on the share purchases and redemptions during the term of the Unit
Offering. (2) The information
as to securities beneficially owned as
at the date hereof has been
confirmed by the holders thereof. (3) The Trustees may receive compensation from
time to time from the Trust Manager in connection with each of their activities for the Trust. See Item 2.2 “The Business” - “Fees
and Expenses”.
3.2
Management Experience The following table discloses the principal occupations for the directors
and executive officers of the Trust for the five years preceding the date
of this Offering Memorandum.
3.2.1
Other Persons The persons responsible for the following
activities for the Trust are as follows:
For the
principal occupation and description of experiences associated with the
occupations of the persons named
immediately above, who is not registered under the securities legislation of a
jurisdiction of Canada, please refer to Item 3.2 “Management Experience”.
For any penalties, sanctions, bankruptcy, insolvency and criminal or
quasi-criminal matters regarding the persons
named immediately above, who is not registered under the securities legislation
of a jurisdiction of Canada, please
refer to Item 3.3 “Penalties,
Sanctions, Bankruptcy, Insolvency and Criminal or Quasi- Criminal Matters”.
None of the
persons named immediately above, who are not registered under the securities
legislation of a jurisdiction of Canada, rely on exemptions from the requirements to be registered under securities legislation of jurisdiction of Canada.
For any
person named immediately above who is not an employee of the Trust, their
renumeration and how it is calculated is set
out below:
The persons
who are not employees of the Trust, other than the persons named above in Item 3.2.1 “Other Persons”, that perform a
significant role or provide a significant service for the Trust with respect to
the securities in the Trust’s portfolio are as follows:
3.3
Penalties, Sanctions, Bankruptcy, Insolvency and Criminal or Quasi-Criminal Matters None of the
Trust’s directors, executive officers, control persons of the Trust, or issuers
of which they were a director,
executive officer or control person at the time, or other persons as described
above, has been, at any time during the 10 years preceding the date
of this Offering Memorandum: (a)
subject to any penalty
or sanction imposed
by a court relating to a contravention of securities legislation;
(b)
subject to a penalty or other sanction imposed by a regulatory body relating to a contravention of securities legislation; (c)
subject to an order restricting trading
in securities, not including an order that was in effect for less
than 30 consecutive days; None of the
Trust’s directors, executive officers or control persons of the Trust, or
issuers of which they were director,
executive officer or control person at the time, has been, at any time during
the 10 years preceding the date of this Offering Memorandum: (a)
the subject
of any declaration of bankruptcy; (b)
the subject
of voluntary assignment in bankruptcy; (c)
the subject
of a proposal under any bankruptcy or insolvency legislation; or (d)
the subject of proceedings, arrangement or compromise with creditors or appointment of a receiver, receiver manager or trustee to hold
assets; None of the
Trust’s directors, executive officers or control persons of the Trust, or
issuers of which they were a
director, executive officer or control person at the time, has pled guilty to
or been found guilty of the following: (a)
a summary
conviction or indictable offence under the Criminal
Code(Canada); (b)
a quasi-criminal offence in any jurisdiction in Canada or a foreign
jurisdiction; (c)
misdemeanours or felony under the criminal legislation of the United States of America, or any stated or
territory of the Unites States of America; or (d)
an offence under the criminal
legislation of any other foreign
jurisdiction.
3.4
Certain Loans
As at the date of
this Offering Memorandum, to the knowledge
of the Trust, none of the board or management of the Manager,
or promoters or principal holders
of the Trust are indebted to the Trust.
As of the date of this Unit Offering
Memorandum, there are no outstanding loans or debentures
between the directors, officers, management, promoters or principal holders
and the Trust.
4.
CAPITAL STRUCTURE
4.1
Securities
Except for Debt Securities The
following table sets forth the issued and outstanding Units of the Trust after
giving effect to the Maximum Unit Offering.
Notes: 1.
There are no options,
warrants or other Units convertible into Units. 2.
Assuming maximum
offering of $100,000,000.
4.2
Long Term Debt The Trust has
no long term debt outstanding.
4.3
Prior Sales Within 12
months before the date of this Offering Memorandum, Units have been issued and
redeemed as set out in the following table:
5.
SECURITIES OFFERED
5.1
Terms of Securities The Trust
is offering Units at Net Asset Value
per Unit which at the inception of the Trust were $100.00 per Unit and now as determined from time
to time that being approximately $100.00 per Unit which represents an equal undivided interest
in the Trust with all outstanding Units. Units
outstanding, from time to time, shall participate, pro rata, in any
distributions by the Trust and, in the event
of the termination of the Trust, in the net assets of the Trust remaining after
satisfaction of all liabilities. Each
Unit ranks equally with all other outstanding Units without discrimination,
preference or priority. Unitholders
interests in the Trust are determined by reference to the number of Units held.
Units will be issued by the Trust on the
terms and conditions that the Trustees
determine in their sole discretion. The Units will be offered on a Private Placement basis in
the Province of Ontario in reliance
upon exemptions from the prospectus requirements set out in National
Instrument 45-106 – Prospectus
Exemptions. The Units
have not been, and will not be, registered in the United States under the Securities Exchange Act, nor any state securities laws and, subject
to certain exceptions, may not be offered or sold in the United
States.
This document does not constitute an offer to sell or a solicitation of an
offer to buy any of the Units in the United States. Fractions
of Units will not be issued except pursuant to certain distributions of
additional Units to all Unitholders
in accordance with the Declaration of
Trust and to Units held by Exempt Plans. Fractional Units will not entitle
the holders thereof to a vote.
DESCRIPTION
OF TRUST UNITS Units are
subject to the terms and conditions of the Declaration of Trust. The statements
in this Offering Memorandum in
respect to the Declaration of Trust are intended as a summary of the provisions
of the Declaration of Trust and as
such do not purport to be complete. A copy of the Declaration of Trust shall be provided
to prospective subscribers upon written request
to the Trustees. Prior to executing the Subscription
Documents, each prospective purchaser should review with their advisors the provisions of the Declaration of Trust for the complete details of such
provisions and all other provisions thereof. All capitalized terms in this section not otherwise defined herein
shall have the meaning as set out in the Declaration of Trust.
Rights and Characteristics of the Units Each Unit
has the right to one vote on any resolution of Unitholders, whether conducted
at a meeting of Unitholders or in
writing. There is no conversion, retraction, redemption, or pre-emptive rights
attached to the Units, other than as
specifically set out in the Declaration of Trust. The legal ownership of the
assets of the Trust and the right to
conduct the affairs of the Trust are vested exclusively in the Trustees; thus, Unitholders have no interest therein other
than as provided in the Declaration of Trust. Unitholders will have no right to compel any partition,
division or distribution of the Trust or any of the assets of the Trust. The Units are personal property and confer
upon the Unitholders only the interest and rights specifically set forth
in the Declaration of Trust. Additional
classes and series of Units may be created by the Trustees by an amendment to
the Declaration of Trust without
notice to or approval by the Trust Unitholders. The aggregate number of Units,
classes and series of Units, which the Trust may issue, is unlimited.
Each Unit when issued shall vest
indefeasibly in the holder
thereof.
Transfer of Units A Unit may
be transferred to any other person to the extent permitted under the
Declaration of Trust and only if in compliance with all applicable securities laws.
Limitation on Non-Resident Ownership It is the
intention of the Trustees to cause the Trust to always qualify as a “unit
trust” and a “mutual fund trust”
under the provisions of subsection 108(2) and subsection 132(6) of the ITA. If
non-residents of Canada within the
meaning of the ITA (“Non-Residents”)
become the beneficial owners of more than 49%
of the Units in certain circumstances, the Trust may cease to qualify as
a “mutual fund trust”. As such, the Trustees
may require declarations confirming the jurisdictions wherein all beneficial
owners of Units are residents. If the
Trustees become aware that the beneficial owners of 49% or more of the Units
then outstanding are, or may be,
Non-Residents, or that such a situation is imminent, and should the “unit
trust” or “mutual fund trust” status
of the Trust be threatened by such Non-Resident ownership, the Trustees shall not accept a subscription for Units, nor
shall it issue or register a transfer of Units, to a person unless such person provides a declaration in form and
content satisfactory to the Trustees that such person is not a Non- Resident. If, notwithstanding the foregoing, the Trustees determine that more than 49% of the Units
are held by Non-Residents,
subject to all applicable securities and other laws, the Trustees may send a
notice to the Affected Holders,
chosen in inverse order to the order of acquisition or registration or in such
other manner as the Trustees may
consider equitable and practicable, requiring them to sell their Units or a portion thereof to the Trust or to a
person who is not a Non-Resident, in the sole discretion of the Trustees, within a specified period of not less than
60 days. If the Unitholders receiving such notice have not sold the specified number of Units or provided
the Trustees with satisfactory evidence
that they are not Non-
Residents
within such period, the Trustees may on behalf of such Unitholders sell such
Units and, in the interim, suspend
the voting and distribution rights attached to such Units. Upon such
sale, the Affected Holders will cease to be holders of Units and their rights
will be limited to receiving the net
proceeds of the sale. Unless the Trustees are required to do so under the terms
of the Declaration of Trust, the
Trustees are not bound to do or take any proceeding or action with respect to
Non- Resident Unitholders by virtue
of the powers conferred on them by the Declaration of Trust. The Trustees will not be deemed to have notice of any
violation unless and until they have been given actual notice of such violation and will act only as required by the Declaration of Trust once an
indemnity is provided by the Trust.
The Trustees are not required to actively monitor the foreign holdings of Units
of the Trust. It is acknowledged that
the Trustees cannot monitor the Non-Resident holders of the Units where the
Units are registered in the name of a
broker or other similar intermediary. The Trustees will not be liable for any violation
of the Non-Resident ownership
restriction which may occur
during the term of the Trust.
Unitholder Redemption Rights and Early Redemption Charge Subject to
the conditions set out in the Declaration of Trust, each Unitholder is entitled
to require the Trust to redeem, at
any time and from time to time, at the demand of the Unitholder, all or any
part of the Units registered in the name of the Unitholder. The last day
of each month will be the Unitholder Redemption Date. If last day of a month
is not a Business Day, the Unitholder Redemption
Date for that period will be the next succeeding
Business Day. In order to tender Units for redemption,
a Unitholder must deliver to the Trustees a duly completed and properly executed Unitholder Redemption
Notice (the “Notice”) that requires the Trust to redeem the Units. No Notice shall be accepted by the
Trustees unless such Notice is in all respects satisfactory to the Trustees and is accompanied by any
evidence that the Trustees may reasonably require with respect to the identity,
capacity or authority of the
person giving such Notice. The Notice
must be received by the Trustees the number of days set out below before a
Unitholder Redemption Date for a
redemption to be considered for such Unitholder Redemption Date. If the Notice
is not received by the Trustees at least the number of days set out below
before a Unitholder Redemption Date,
the Trustees will not be required to consider redeeming the Units until the
next subsequent Unitholder Redemption Date. The Trustees
shall be entitled,
in their sole discretion, to accelerate a Unitholder Redemption Date specified by a Unitholder
in a Notice or to permit redemptions on any other
terms.
Redemption
Notice Requirements, Early
Redemption Charge and Cash Distributions (a) For redemptions of Units having a Redemption
Price of $1,000,000.00 or less the Trustees will subject to any other limitations herein be required to redeem the Units
on the next subsequent Unitholder Redemption Date following 60 days of receipt of a
Notice;
(b) For redemptions of Units having a Redemption
Price of greater than $1,000,000.00 the Trustees will subject to any other limitations herein be required
to redeem the Units on the next subsequent Unitholder Redemption Date 90 days of receipt
of a Notice;
(c) For redemptions of Units within 12
months of when the Unitholder acquired the Units the Unit Redemption Price for a Unit tendered for
redemption will be reduced by an early redemption charge of 3%.
The
Distributable Cash to which the
Unitholder shall be paid for the Units being redeemed shall be determined as follows:
(a)
For
redemptions within 12 months of when the Unitholder acquired the Units the
actual net income subject to the Mortgage Management Fee to the Unitholder
Redemption Date subtracted from the distributions received by the Unitholder during the same period;
(b)
For redemptions after 12 months of when the Unitholder acquired
the Units:
(i)
for the period to December 31st in each year the Distributable Cash payable to all Unitholders;
(ii)
for the
period from the December 31st in each year to the Unitholder
Redemption Date, the actual net
income subject to the Mortgage Management Fee subtracted from the distributions received by the Unitholder during the same period.
The
Unitholder will not cease to have rights with respect to the Units tendered for
redemption until the Unit Redemption Price for each such Unit has been paid in full. The Trust Manager
may at its discretion permit
a redemption with a reduced notice
period but upon payment of an early redemption charge. All notices shall be date stamped on receipt by the Trustees. The Trustees will not be required to cause the Trust to pay the Unit Redemption Price
to a Unitholder for a Unit tendered for redemption on a particular Unitholder Redemption Date if the aggregate amount payable on such Unitholder Redemption Date by the Trust, its affiliates and subsidiaries,
to Unitholders who have tendered their Units
for redemption prior to such redemption request exceeds 3% of the aggregate
Fair Market Value of Units outstanding on the Valuation
Date immediately preceding
such Unitholder Redemption Date. If a Unitholder does
not receive the Unit Redemption Price for a Unit tendered for redemption on a particular Unitholder
Redemption Date due to the application of the above referenced restriction, payment to such Unitholder
shall be deferred to the next subsequent Unitholder Redemption Date at which time the above referenced
restriction shall again be applied. Payments shall be made to Unitholders in respect of Units tendered
for redemption on a priority basis based on the time and date Notices are received by the Trustees. In
addition, the Trustees shall be entitled, in their sole discretion, to extend the time for payment of any Unit
Redemption Price for a Unit tendered for redemption if, in the reasonable opinion of the Trustees, such
payment would be materially prejudicial to the interests of the remaining
Unitholders. The Unit
Redemption Price payable in respect of a Unit tendered for redemption will be
paid in cash by direct deposit or
cheque, drawn on a Canadian chartered bank or trust company in lawful money of
Canada, payable at par to, or
deposited to the account of the registered Unitholder of the Unit tendered
for redemption, or payable or
deposited as otherwise instructed in writing by such registered Unitholder.
Cash payments of the Unit Redemption
Price made by the Trust are conclusively deemed to have been made when deposited by direct deposit or upon
the mailing of a cheque in a postage pre-paid envelope addressed to the payee unless such cheque is
dishonored upon presentment. Once the Unit Redemption Price for each Unit has been paid in full in accordance
with the Declaration of Trust, the Trustees and the Trust will be discharged from all liability to the former registered Unitholder in respect
of the Units so redeemed.
Trustees’ Redemption Rights The
Trustees may in their sole discretion at any time, by providing a written
redemption notice to a Unitholder,
redeem all or any of the Units held by such Unitholder at a price per Unit to
be redeemed equal to the Fair Market
Value of the Units to be redeemed, calculated as at the Valuation Date
immediately preceding the redemption
date (“Trustee Redemption Date”),
plus the pro rata share of any unpaid distributions
thereon which have been declared payable to Unitholders but remain unpaid as at
the Trustee Redemption Date to the
extent same are not otherwise included in the Fair Market Value of the Units to
be redeemed. The Trustee Redemption
Date is set by the Trustees and will be a date that is not less than 1 or more than 60 days from the date of the
notice, all in accordance with the conditions set out in the Declaration of Trust. From, and after the
date of the notice, the holder of the Units to be redeemed will be entitled to exercise any of the rights of
a Unitholder in respect thereof until the Unit Redemption Price has been paid in full.
Distribution
Policy The
Trustees intend to distribute 100% of the Trustee’s estimate of Distributable
Cash for the month on the Distribution
Date being on or about the 15th day of each month. Distributable
Cash is the net income of the Trust
determined in accordance with the ITA and the Declaration of Trust. Initially,
the Trust expects the distribution
yield to be approximately 8.0% per annum, net of fees, paid monthly. The Trust
reserves the right to change the expected distribution
yield without notice to Unitholders.
If the
Trustees believe that cash reserves should be provided for any ensuing period
and determine that it would be in the
best interests of the Trust and the Unitholders, the Trustees may reduce for
any calendar month the percentage of
Distributable Cash to be distributed to Unitholders. Distributable Cash may
reflect adjustments determined by the Trustees in their discretion and Distributable Cash may be estimated whenever the actual amount has not been
fully determined. Distributions may be adjusted for amounts paid in prior periods if the actual
Distributable Cash for the prior periods is greater than or less than the
Trustees have estimated for the prior
periods. In addition to the distribution of Distributable Cash, the following amounts
are due to Unitholders of record
at the close of business on December
31st in each year: (a) an amount equal to the amount, if any, by which the Trust Income
for such year exceeds the aggregate of the distributions made by the Trust out of Trust Income in such year; and (b) an amount equal to the amount, if any, by which the Net Capital Gains for such year exceeds the aggregate of the distributions made by the Trust out of Net Capital
Gains in such year; provided
that, to the extent that tax in respect to Net Capital Gains will be
recoverable by the Trust with respect
to the relevant taxation year or other tax refunds or credits will be so
recoverable, such deemed distribution
amount will be reduced so as to cause the Trust to accrue Net Capital Gains or
other Trust Income in the amount
required to recover such tax or
credits, and further provided that in the event any such amounts are uncertain as at December 31st of the relevant
taxation year, the amount of such deemed distribution will be estimated
by the Trustees in their sole discretion at that time to maximize
the Trust’s tax recoveries. Such amounts will be
paid to Unitholders on or before January 15th of the immediately following year, provided that such amounts
may be estimated whenever the actual amount has not been fully determined, which estimate will be adjusted as of the
subsequent Distribution Date when such amount
has been fully determined.
Suspension of Redemption The
Trustees may suspend the right of Unitholders to redeem Units at any time the
Trustees are of the opinion, in their
sole discretion, that there are insufficient liquid assets in the Trust to fund
redemptions or that the liquidation
of assets would be to the detriment of the Trust generally, provided that the
Trustees shall not suspend
redemptions if, as a result, the Trust ceases to qualify as a “unit trust” for
the purposes of the ITA and any
Unitholders would be prejudiced thereby. The
Trustees will advise Unitholders who have requested
a redemption if redemptions will be limited or suspended on a designated
Unitholder Redemption Date.
Redemption requests which are rejected as at a designated Unitholder Redemption
Date and not withdrawn will be
accepted on the next Unitholder Redemption Date on which redemption requests
are honoured. The liquid assets available
for distribution shall be used
to redeem Units on a pro rata basis.
Reinvestment
Right Subject to
all applicable securities laws and to the right of the Trustees to suspend or
terminate such right, a Unitholder
has the reinvestment right (the “Reinvestment
Right”) at any time and from time to time to enroll in the Distribution Reinvestment Plan (“DRIP”) provided however that enrollment
is mandatory for Exempt Plans that
hold Units. The Trust Manager and
Trustees make no recommendation regarding participation
in the DRIP nor will they provide any legal, tax or accounting advice regarding
the suitability of participation in
the DRIP. Unitholders shall assume full responsibility with respect to their
decision to participate. The Trustees
will determine the purchase price of Units to be purchased by Unitholders in
the DRIP. Enrollment in the DRIP will take effect at the time of the first monthly income distribution following receipt and processing by Rite
Alliance of a duly executed enrollment form. Rite Alliance makes no warranty concerning such processing
time and assumes no responsibility for any processing delay; and Rite Alliance reserves
the right to revoke
any proposed enrollment in the DRIP without cause. The Trust
Manager will maintain an electronic registry of Units purchased under the DRIP.
However, confirmation of the Units
purchased on account of the DRIP will not be provided. DRIP purchases will be reflected on the monthly account
statements issued by Rite Alliance
to Unitholders. Participation
in the DRIP may be terminated by a Unitholder or by the Trustees at any time by
a DRIP Termination Notice in a formal
written notice. Such termination shall take effect beginning with the next monthly income distribution date following thirty (30) days after delivery
of the DRIP Termination Notice
to the
Trustees by a Unitholder and to all participating Unitholders by the Trustees.
The Manager can terminate the DRIP,
at any time and without notice, if it determines in its sole discretion that
the DRIP is not in the
best interest of the Trust.
Register The
Register of Unitholders will be kept under the direction of the Trustees. The
Register will contain the names and
addresses of all Unitholders, the respective number of Units held by each
Unitholder, and a record of all
transfers thereof. The Trustees may
appoint an entity to act as transfer agent and as registrar for the Units and may provide for the transfer of Units in one or more places in Canada. The Register will at all reasonable times be open
for inspection by the Trustees. Only
persons with Units recorded on the Register are entitled to vote, receive
distributions or otherwise exercise
or enjoy the rights of Unitholders. The Trustees will have the right to treat
the person registered as a Unitholder on the Register as the owner
of such Units for all
purposes.
Unit Certificates Certificates for Units will not be issued as the Trust maintains a book based
system of registration.
Information
and Reports The Trust
is not a “reporting issuer” as defined in the applicable securities legislation
and therefore the continuous
reporting requirements of those acts do not generally apply to the Trust,
although the Trust does file Reports
of Exempt Distribution and updated Offering
Memorandums on SEDAR (https://eservices.bcsc.bc.ca/eder/formsearch.aspx) as and when required. By March 31
in each calendar year, the Trustees will forward to each Unitholder who was
shown on the Register as a Unitholder
at the end of the immediately preceding fiscal period such prescribed forms as
are needed for the completion of
Unitholders respective tax returns under the ITA and equivalent provincial legislation. By April 30th in each year,
subject to compliance with applicable laws, the Trustees will make available to each Unitholder who was shown
on the Register as a Unitholder at the end of the immediately preceding fiscal period an annual report
for the immediately preceding fiscal period containing: (a) audited financial statements of the Trust as at
the end of the fiscal period, with comparative financial statements as at the end of and for the immediately
preceding fiscal period, if any; and (b) such other information as, in the opinion of the Trustees, is material
to the activities of the Trust. A copy of such materials will be provided to a Unitholder upon request in writing to the Trustees. Prior to
each meeting of Unitholders when and if called, the Trustees will provide to
each Unitholder, together with the
notice of the meeting, a form of proxy which can be used by a Unitholder to
appoint a proxy, who need not be a
Unitholder, to attend and act at the meeting on behalf of the Unitholder, in
the manner and to the extent
authorized by the proxy and all
information required by applicable law. The Trust
will maintain at its principal office or at any other place in Canada
designated by the Trustees, records containing: (i) the Declaration of Trust; (ii) minutes of meetings and resolutions of Unitholders; (iii)
the
Trustees’ regulations (if any); and (iv) the Register. The Trustees will also
prepare and maintain adequate
accounting records and records
containing minutes of meetings and resolutions of the Trustees and
any committee thereof subject to all applicable privacy and access to
information laws in effect from time
to time. A Unitholder may examine the Declaration of Trust and
any amendments thereto, any regulations
adopted by the Trustees in accordance with the Declaration of Trust, the
minutes of meetings and resolutions
of Unitholders and any other documents or records which the Trustees, in their sole discretion,
determine should be available for inspection by such persons, during normal
business hours at the principal office of the Trust.
5.2
Subscription Procedure Subscribers
may subscribe for Units in the Unit Offering by delivering to the Trust the
Subscription Documents in accordance
with the instructions set forth in the Subscription Agreement. The Trust will
hold all subscription funds in trust, for a minimum of 2 days
pending a closing
under this Unit Offering.
Subscription
proceeds may be paid by cheque or bank draft made payable to Ready Capital
Mortgage Investment Trust, or by preauthorized debit or wire transfer as set out in the Trust’s Subscription Agreement. There is a minimum
subscription of 50 Units (approximately $5,000). Residents of certain provinces
may be restricted in the amount they
can invest when relying on this
Offering Memorandum. Additional investments must be in the amount of not
less than approximately $5,000. The Trust may in its discretion waive these minimum amounts for a
particular investor. Each subscriber has two (2) business days to cancel their subscription
agreement to subscribe for these
Units with restrictions to redeem thereafter. If there is a misrepresentation
in this Offering Memorandum, subscribers have the right to sue for damages
or to cancel their subscription agreements delivered
to the Trust. See Item
13 “Purchasers’ Rights”. The
Trustees anticipate that there will be multiple closings on such dates it may
determine from time to time. The
Trustees reserve the right to accept or reject in whole or in part any
subscription for Units and the right
to close the subscription books at any time without notice. Any investment
funds for subscription that are not accepted will be promptly
returned after it has been determined not to accept the investment funds. The
Trustees may collect, use and disclose individual personal information in
accordance with the privacy policy of
the Trust and will obtain consent to such collection, use and disclosure from
time to time as required by its policy and the law. A copy of its current
privacy policy will be
provided upon request. Subscribers
should carefully review the terms of the Subscription Agreement accompanying
this Offering Memorandum for more
detailed information concerning the rights and obligations of subscribers and
the Trust. Execution and delivery of
a Subscription Agreement will bind subscribers to the terms hereof, whether executed by subscribers or by an
agent on their behalf. Subscribers should consult with their own professional advisors. See Item 10 “Risk Factors”.
6.
REPURCHASE REQUESTS With
respect to any securities of the
Trust for which investors have a right to
require the issuer to repurchase the securities, for each of the two most recently completed financial
years, the Trust provides the following information:
For the
period after the Trust’s most recently completed financial year and up to March
31, 2023, the Trust provides the following information:
7.
CERTAIN DIVIDENDS
OR DISTRIBUTIONS
In the two most recently
completed financial years, and any subsequent interim
period, the Trust did not pay distributions that exceeded cash flow from operations.
8.
INCOME TAX CONSEQUENCES AND REGISTERED PLAN ELIGIBILITY
8.1
General Statement Each Subscriber should
consult with their own professional advisers to obtain advice on the tax consequences that may apply to such Subscriber.
8.2
Description of Income Tax Consequences The following information has been prepared with assistance from the
Trust’s tax counsel, Fogler, Rubinoff LLP.
General The following
is, as of the date hereof, a summary of the principal
Canadian federal income tax considerations generally applicable to a
Unitholder who acquires Units pursuant to this Unit Offering and who, for the purposes of the ITA, is
resident in Canada, holds the Units as capital property and deals at arm’s length with the Trust and Rite
Alliance. Units will generally be considered to be capital property to a Unitholder provided that the Unitholder
does not hold the Units in the course of carrying on a business and has not acquired them in one or more transactions
considered to be an adventure in the nature of trade. Unitholders who would not otherwise hold Units as capital
property may be entitled to make an irrevocable election under subsection 39(4) of the ITA to treat all
“Canadian securities”, as defined in the ITA, which generally will include units
of a mutual fund trust, as capital property. This
summary is not applicable to: (i) a Unitholder that is a “financial
institution”, as defined in the ITA for purposes
of the “mark-to-market” rules; (ii) a Unitholder, an interest in which is a
“tax shelter” or “tax shelter
investment” as defined in the ITA; (iii) a Unitholder that is a “specified
financial institution” as defined in
the ITA; (iv) ) a Unitholder that enters into a “derivative forward agreement”
as defined in the ITA with respect to
Units; or (v) a Unitholder that reports its "Canadian tax results" in
a currency other than Canadian currency.
Any such Unitholder should consult its own tax advisor with respect to an investment in Units. This summary is also not applicable to a Unitholder that is a
Non-Resident for purposes of the ITA. Non- Residents should consult their own tax
advisors regarding the tax consequences of acquiring Units of the Trust
pursuant to this Unit Offering. This summary
is based upon the facts and assumptions set out in this Offering
Memorandum, the provisions of the ITA in force as of the
date hereof, all specific proposals to amend the ITA that have been publicly announced prior to the date
hereof and the Trustees’ understanding, based on publicly available published materials as of the date hereof,
of the current published administrative and assessing policies of the CRA. This summary assumes that any
proposed amendments will be enacted in the form proposed; however, no assurance can be given that
any proposed amendments will be enacted in the form proposed, if at all.
This
summary is not exhaustive of all possible Canadian federal income tax
considerations and, except as noted
above, does not take into account any changes in the law, whether by
legislative, governmental or judicial
action, or any changes in the administrative policies and assessing practices
of the CRA. This summary does not
take into account any provincial, territorial or foreign tax considerations,
which may differ significantly from those discussed
herein. This
summary is based upon the assumption that the Trust will, at all times, qualify
as a unit trust and a mutual fund
trust but will not be a “SIFT trust”, within the meaning of the ITA. Further,
this summary is based on the
assumption that the Partnership will not be a “SIFT partnership” within the
meaning of the ITA. Provided that the
Trust does not hold “non-portfolio property” as defined in the SIFT Rules, it
will not be a SIFT Trust. THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX
ADVICE TO ANY PROSPECTIVE UNITHOLDER.
ACCORDINGLY, PROSPECTIVE UNITHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS FOR ADVICE WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM HAVING
REGARD TO THEIR OWN PARTICULAR CIRCUMSTANCES.
Mutual Fund Trust Status To qualify
as a mutual fund trust at any particular time,
a trust must meet the following
conditions: (a)
the trust must be a unit trust (as defined in the ITA) resident in Canada; (b)
the trust has not been established or maintained primarily for the benefit of Non-Residents. and (c)
the trust must comply with certain
prescribed requirements including
that the trust units be qualified
for distribution to the public and that at all relevant times there must be no fewer than 150 beneficiaries of the trust, each of
whom holds at least one block of trust units (in this case at least 10 Units having an aggregate fair market value
of not less than $1,000). If the Trust does not qualify or ceases to qualify as a mutual fund trust, the income tax considerations would, in some respects, be
materially different from those described below. See Item 10
“Risk Factors” – Mutual Fund Trust
Status.
SIFT Rules The ITA
contains rules (the “SIFT Rules”)
relating to the taxation of certain publicly-listed or traded trusts and partnerships that qualify as a SIFT
trust or SIFT partnership. These rules are designed to ensure that those trusts and partnerships pay income tax at a rate that is
equivalent to general corporate tax rates. A trust or partnership will be a SIFT trust or a SIFT partnership, respectively, generally only if, among other
conditions, investments in the trust or partnership are listed or traded on a
stock exchange or other public market. The
Trustees do not intend to list or allow trading of Units of the Trust or any
interest in the Partnership on a
stock exchange or other public market. Consequently, this summary assumes that
the SIFT Rules will not apply to the
Trust or the Partnership.
Taxation of the Trust The Trust
will be subject to tax under Part I of the ITA on the amount of its income for
a taxation year, including the
taxable portion of net realized capital gains. In computing its income for tax
purposes, the Trust may deduct
reasonable administrative expenses and 20% of its respective share of the total
issue expenses of the Unit Offering,
prorated for any taxation year which is less than 365 days, to the extent that the expenses were not otherwise deductible
in a preceding year. The taxation year of the Trust ends on December 31. The Trust
will be required to include or, subject to certain restrictions, will be
entitled to deduct, in computing its
income, its share of the net income or loss for tax purposes of the Partnership
allocated to the Trust for the fiscal period of the Partnership ending in the Trust’s taxation
year or coinciding with the end
of the
Trust’s taxation year, whether or not a distribution is received. In general,
the Trust’s share of any income or
loss of the Partnership from a particular source will be treated in its hands
as if it were also income from that
source and any provisions of the ITA applicable to that type of income will
apply to the Trust. See Taxation of the Partnership
below. Upon the
actual or deemed disposition of a security or other property held by the Trust
as capital property, the Trust will
realize a capital gain (or capital loss) to the extent that the proceeds of
disposition, net of any reasonable
costs of disposition, exceed (or are less than) the adjusted cost base of such
security or other property. The Trust
will be entitled for each taxation year throughout which it is a mutual fund
trust to reduce (or receive a refund
in respect of) its liability, if any, for tax on its net realized capital gains
in an amount determined under the ITA
based on the redemption of Units during the year (“Capital Gains Refund”). In certain circumstances, the Capital Gains Refund in a particular taxation year may not completely offset the tax liability of
the Trust for such taxation year arising upon the sale of by the Trust of securities in connection with redemptions of Units. The Trust
will also be entitled to deduct from its income for a taxation year otherwise
determined, after taking into account
the inclusions and deductions outlined above, the portion of such income that
is paid or becomes payable in the
year to Unitholders. However, the Trust generally will not be entitled to
deduct, in computing its income, the
portion of an amount paid or payable, or deemed to be paid or payable, at any time in the taxation year, to a Unitholder
on a redemption of the Unitholder’s Units
where the amount paid or payable
reduces the Unitholder’s proceeds of disposition in respect of the redemption
and: (i) the portion is paid or
payable out of the ordinary income of the Trust; or (ii) the portion is paid or
payable out of the taxable capital
gains of the Trust and exceeds the capital gain that would have otherwise been
realized by the Unitholder on the
redemption. An amount will be considered to be payable to a Unitholder in a
taxation year if it is paid in the
year by the Trust or a Unitholder is entitled in the year to enforce payment of
the amount. The Declaration of Trust
requires that the Trust distribute or make payable to Unitholders its net income for tax purposes for each taxation
year of the Trust to such an extent that the Trust will not be liable in any taxation year for income tax under Part I of the ITA on such net income (after taking into account
any applicable losses of the
Trust).
Taxation of the Partnership For
simplicity, the description of the taxation of the Partnership that follows is
drafted as if the Partnership were a
single partnership. However, the principles below apply to the Partnership the income of which must be separately computed
and allocated among its partners. The
Partnership will not be subject to tax under the ITA. Rather, each partner,
including the Trust, will be required
to include in computing the partner’s income the partner’s share of the income
or loss (limited in the case of a
loss allocated to a limited partner, to the partner’s “at-risk amount”) of the
Partnership for its fiscal year ending in or coincident with the partner’s
taxation year, whether
or not such income is distributed
to the partner in the taxation year. For this purpose, the income or loss of
the Partnership will be computed
for each fiscal year as if the Partnership were a separate person resident in
Canada. In computing the income or
loss of the Partnership, deductions may be claimed in respect of its reasonable
administrative and other expenses
incurred for the purpose of earning income from its business and investments
and available capital cost allowances, generally including interest
on borrowed funds used to purchase Mortgage
Investments.
Taxation of Unitholders A
Unitholder will generally be required to include in income such portion of the
Trust’s net income, including the
taxable portion of the net realized capital
gains, as is paid or becomes payable
to the Unitholder in the Trust’s taxation year that ends in or
coincidentally with the Unitholder’s taxation year. Provided that appropriate designations are made by the Trust,
such portion of the Trust’s net realized taxable capital
gains, foreign source
income and taxable
dividends received or deemed received
by the Trust on shares of taxable Canadian corporations as is paid or
becomes payable to a Unitholder will effectively
retain its character and be treated as such in the hands of the Unitholder
(although this is not appliable to
the Trust). To the extent that the Trust so designates in accordance with the
ITA, Unitholders will be entitled to treat their proportionate share of foreign income or profits taxes paid by the Trust and
foreign
source income earned by the Trust as foreign taxes paid by, and foreign source
income earned by, the Unitholders for
the purpose of computing their foreign tax credits. There are limits on the
eligibility for foreign tax credits
and generally the foreign tax credit claimed cannot exceed the Canadian income
tax payable on that foreign source
income. Excess foreign taxes may be deductible in computing income in the circumstances described in the ITA. To the
extent that amounts are designated as taxable dividends from taxable
Canadian corporations, the gross-up and dividend tax credit rules will apply, including the enhanced
gross-up and dividend tax credit rules in respect of eligible dividends paid by
taxable Canadian corporations. Any
loss of the Trust for purposes of the ITA cannot be allocated to and cannot be
treated as a loss by the
Unitholders. The
non-taxable portion of net realized capital gains of the Trust that are paid or
become payable to a Unitholder in a
year will not be included in computing the Unitholder’s income for the year.
Any other amount in excess of a
Unitholder’s share of the net income of the Trust for a taxation year that is
paid or becomes payable
to the Unitholder in such year will not generally
be included in computing the Unitholder’s
income for the year but will reduce the adjusted cost base of Units to the
Unitholder. To the extent that the
adjusted cost base of a Unit would otherwise be less than zero, the negative
amount will be deemed to be a capital
gain realized by the Unitholder from the disposition of the Unit and the
Unitholder’s adjusted cost base will be increased by the amount of such deemed capital gain. The cost to
a Unitholder of a Unit acquired pursuant to the Unit Offering will equal the
purchase price of the Unit plus the amount of any reasonable
costs incurred in connection with the acquisition of the Unit. For
the purposes of determining the adjusted cost base of a Unit, the cost of such
Units will be averaged with the
adjusted cost base of any other Units owned by the Unitholder as capital
property immediately before that time. Upon the
disposition or deemed disposition by
a Unitholder of a Unit, including on the redemption
of a Unit by the Trust, the
Unitholder will generally realize a capital gain (or a capital loss) equal to
the amount by which the proceeds of
disposition (excluding any amount payable by the Trust which represents an amount that must otherwise be included in
the Unitholder’s income as described above) are greater (or less) than the aggregate of the Unitholder’s
adjusted cost base of the Unit and any reasonable costs associated with the
disposition. A
Unitholder will be required to include one-half of the amount of any resulting
capital gain (a “Taxable Capital
Gain”) in income and to deduct one-half
of the amount of any resulting capital
loss (an “Allowable
Capital Loss”) against Taxable Capital Gains realized in the year of
disposition. Allowable Capital Losses
not deducted in the taxation year in which they are realized generally may be
carried back and deducted in any of
the three preceding years or carried forward and deducted in any following year against Taxable Capital Gains realized in
such years, to the extent and under the circumstances specified in the ITA. Taxable
Capital Gains realized by a Unitholder who is an individual (including certain
trusts) may give rise to
alternative minimum tax depending on the
Unitholder’s circumstances. Pursuant to
the ITA, a Unitholder that qualifies as a “Canadian-controlled private
corporation” throughout the relevant
taxation year will be subject to a refundable tax in respect of its “aggregate
investment income” for the year.
Pursuant to certain proposed amendments to the ITA, such refundable tax may
generally also apply to a Unitholder
that is a “substantive CCPC” (for the purposes of the ITA and as defined in the proposed amendments). Taxable Capital
Gains and income from a trust generally will be included in aggregate investment income. A Unitholder,
subject to such refundable tax, will be entitled to a refund of the tax on taxable
dividends paid by it, subject to certain limitations contained in the ITA.
FATCA On March
18, 2010, the U.S. Hiring Incentives to
Restore Employment Act of 2010 was enacted into law and added a new information reporting and withholding tax system, often referred to as the Foreign Account Tax Compliance Act (“FATCA”). FATCA requires certain
“foreign financial institutions”, the broad
definition of which would include an investment fund established outside of the
U.S., to undertake certain due diligence, reporting, withholding and certification obligations with respect
to its direct investors. Pursuant
to an intergovernmental agreement entered
into between Canada
and the U.S. (the
“IGA”), and related Canadian
legislation, Canada will import certain FATCA provisions into Canadian law which modify the FATCA reporting and
withholding provisions as they apply to Canadian “financial institutions” (“FIs”). If the Trust and/or the Partnership is a Canadian FI, then
it would be required to report certain
information with respect to Unitholders who are U.S. residents, U.S. citizens (including
U.S. citizens who are residents
or citizens of Canada), and certain other “U.S. Persons”
as defined under the IGA (but excluding certain registered
plan Unitholders) to the CRA. The CRA would then exchange the information with the U.S. Internal Revenue
Service pursuant to the provisions of the Canada-U.S. Income Tax Treaty (“Treaty”). The Trust and/or the Partnership intends to comply with
its FATCA obligations if it is
determined that there are any compliance requirements. If the Trust and/or the
Partnership is unable to comply with
any of its FATCA obligations, then the imposition of a 30% U.S. withholding tax
on certain specified payments (i.e.
U.S. source “withholdable payments” as defined under the FATCA regulations) made to the Trust and/or the Partnership,
as well as penalties under the ITA, may result in reduced investment returns to Unitholders. The
administrative costs of compliance with FATCA may also cause an increase in the operating expenses of the
Trust and/or the Partnership further reducing investment returns to Unitholders. Unitholders should consult
their own tax advisers regarding the possible implications of this legislation on them and their investment in the Trust. In
addition, Canada has signed the Organisation for Economic Co-operation and
Development Multilateral Competent Authority
Agreement and Common Reporting Standard (“CRS”).
The CRS is a global model for the automatic exchange of information
on certain financial accounts that is similar in many ways to FATCA. More than 95 countries, including
Canada, have agreed to implement the CRS (referred to as “CRS participating
countries”). Canada has enacted legislation under Part XIX (“Part XIX”) of the ITA, that requires the annual reporting of
information to the CRA beginning in May 2018. In addition, the CRA will then proceed to exchange information
with those CRS participating countries with which Canada has a tax exchange agreement. Generally, the CRS
will require the Trust and RIC to identify the tax residency status of, and other information relating
to, Unitholders who are resident for tax purposes in any country other than Canada or the U.S. If a Unitholder does not provide the information
required to comply with these obligations
under Part XVIII and/or Part XIX, as the case may be, the Unitholder’s Units may be redeemed at the sole discretion of the Trustees. Notwithstanding the
foregoing, the Trust’s due diligence and reporting obligations under FATCA and CRS will not apply with respect to Exempt Plans. If the Trust fails to meet its obligations under Part XVIII and/or Part XIX, as the case may be, it may be subject to the enforcement under the ITA. In order to
avoid adverse consequences, the Trust, and any Affiliates to whom FATCA or CRS
may apply, intend to comply with
FATCA. The administrative costs arising from compliance with FATCA and CRS may cause an increase in the operating
expenses of the Trust, directly or indirectly, thereby potentially reducing returns to Unitholders. Investors
should consult their own tax advisors regarding the possible implications of FATCA, Part XVIII, the
Canada-U.S. IGA and CRS and Part XIX on their investment and the entities through
which they hold their
Units. 8.3
RRSP
Advice Eligibility for Investment Provided
that the Trust qualifies as a “mutual fund trust” within the meaning of the
ITA, the Units of the Trust will be
qualified investments for Exempt Plans. Adverse tax consequences may apply to
an Exempt Plan or the annuitant or
holder of the plan if the plan acquires or holds property that is not a
qualified investment for the
plan. See Item 10 “Risk Factors” - Mutual Fund Trust Status. In addition, the holder of a TFSA, or the annuitant of an RRSP or RRIF will be subject to a penalty tax
if the TFSA, RRSP or RRIF acquires
property that is a prohibited investment for the particular TFSA, RRIF or
RRSP. The Units of the Trust will be a prohibited investment for a particular
TFSA, RRIF or RRSP if the holder or annuitant, as the case may
be, has a significant interest in, or does not deal at arm’s length with, the Trust and the Units are not
excluded property as defined in the ITA for this purpose. Not all securities are
eligible for investment in Exempt Plans. You should consult your own professional advisor
to obtain advice on the eligibility of these securities for investment in Exempt Plans.
9.
COMPENSATION PAID TO
SELLERS AND FINDER
Commission The Trust
will from time to time retain and engage registered agents, securities dealers
and brokers and other eligible
persons to sell the Units. Any commissions, finder's fees or referral fees or other compensation
payable (including expense reimbursements) by the Trust Manager in connection
with the distribution and sale of the
Units will be payable by the Trust. The Trust may pay a commission in connection with the Unit Offering of up to
one percent (1%) of the value of the securities purchased in the Unit Offering.
10.
RISK FACTORS The
purchase of the Units offered hereby involves a number of risk factors. In
addition to the factors set forth elsewhere in this Offering
Memorandum, prospective investors should consider the following factors. No Guaranteed Return There is no
guarantee that an investment in Units will generate a return to Unitholders in
the short or long term. Moreover, the
interest rates being charged for mortgages reflect the general level of
interest rates and, as interest
rates fluctuate, the aggregate yield on Mortgage Investments may also change.
The Unit Offering is not suitable
for investors who cannot afford to assume any significant risks in connection
with their investments. Speculative Investment An
investment in the Trust may be deemed speculative. A subscription for Units
should be considered only by persons financially able to maintain
their investment and who can bear the risk of loss associated with an investment
in the Trust. Subscribers should review closely the investment objectives and
investment strategies to be utilized
by the Partnership which will directly affect the Partnership and the Trust as outlined herein to familiarize themselves
with the risks associated with an investment in the Trust. There is no assurance that the Partnership will be
able to achieve its investment or income objectives, which would preclude
the Trust from achieving
its income objectives. General Investment Risk The value
of a subscriber's Units will vary directly with the performance of the business
of the Trust. There is no guarantee that the Trust, through the
Partnership, will earn the targeted yield on its Mortgage Investments. There can be no assurance that borrowers will not default on their mortgage payments,
that the value of the
mortgaged property, if realized upon, will be sufficient to satisfy the
borrower's obligations to the
Partnership or that the Partnership will not incur losses. In the event that additional
security is given by the borrower or
that a third party guarantees the mortgagor's obligations, there is no
assurance that such additional
security or guarantee will be sufficient to make the Partnership whole if and
when resort is to be had thereto. The funds
available for distribution to the Trust will vary according to many factors,
notably the timing and amount of interest payments
received in respect
of mortgage loans held by the Partnership, the rate of return on the Partnership's cash balances and the costs associated with borrowing funds. Although mortgage loans made
by the Partnership are carefully selected by the General Partner and the
Mortgage Originator, there is no
assurance that such loans will have a guaranteed rate of return to subscribers,
or that losses will not be suffered on one or more loans. Moreover,
at any point in time, the interest rates being charged for mortgages are
reflective of the general level of
interest rates and, as interest rates fluctuate, it is expected that the
aggregate yield on Mortgage Investments will also change. Liquidity Risk As there is
no developed market for the Units and the Units are subject to overall
restrictions under applicable
securities laws, a Unitholder will not be able to liquidate its investment or
withdraw its capital at will. Other than in accordance with the redemption rights attached to the Units, a Unitholder may never be
able to
sell its Units and recover any part of its investment. Accordingly,
an investment in Units should only be considered by investors who do not require
certainty pertaining to liquidity. Nature of Investments Investments in mortgages are affected by general economic conditions, local real estate markets, demand for
leased premises, fluctuation in occupancy rates, operating expenses and various
other factors. The value of land, rights or interests in land (including without limitation leaseholds, air rights and rights in condominiums,
but excluding mortgages and any buildings, structures, improvements and
fixtures located thereon), may ultimately depend on
the credit and financial stability of the tenants. Investments
in mortgages are relatively illiquid, and as such may limit the Partnership’s
ability to vary its portfolio promptly
in response to changing economic or investment conditions. Reliance on Moneybroker Since the
source of all the Partnership's investments is through Moneybroker, the
Partnership, and therefore indirectly
the Trust, is exposed to adverse developments in the business and affairs of
Moneybroker. This includes
Moneybroker’s management and financial strength, its ability to operate its
businesses profitably and its ability to retain its mortgage brokerage
license issued to it under applicable legislation. The ability of the Partnership to make investments in
accordance with its objectives and investment policies depends upon the availability of suitable
investments and the amount of funds available. There can be no assurance that the yields on the mortgages currently
invested in by Moneybroker will be representative of yields obtained on future investments.
Moneybroker must render its services honestly and in good faith, and must use reasonable commercial efforts to
perform its duties and responsibilities. However, the services of Moneybroker, the directors and officers of
Moneybroker and the members of the Advisory Committee are not exclusive to the Partnership. Moneybroker, Rite Alliance, their directors and officers, their affiliates, the members of its Advisory Committee and
their affiliates may, at any time, engage in promoting or managing other entities or their
investments including those that may compete directly or indirectly with the Partnership. Moneybroker has sole
discretion in determining which mortgages and investments are presented to the Partnership. Failure to Meet Commitments The
Partnership may commit to making future mortgage loan investments in
anticipation of repayment of principal
outstanding under existing Mortgage Investments. In the event that repayments
of principal under existing Mortgage
Investments are not made in contravention of the borrowers’ obligations, the
Partnership may be unable to
advance some or all of the funds required to be advanced pursuant to the terms
of its commitments for future
mortgage loan investments, and the Partnership may face liability in connection with its failure to make such commitments. Changes in Real Estate Values
The Trust’s
investments in mortgages will be secured by real estate, the value of which can
fluctuate. The value of real estate
is affected by general economic conditions, local real estate markets, the
attractiveness of the property to
tenants where applicable, competition from other available properties,
fluctuations in occupancy rates,
operating expenses and other factors. The value of income-producing real
property may also depend on the
credit worthiness and financial stability of the borrowers and/or the tenants.
Changes in market conditions may
decrease the value of the secured property and reduce the cash flow from the property, thereby affecting the ability of
the borrower to service the debt and/or repay the loan based on the property income.
A
substantial decline in value of real property provided as security for a
mortgage loan may cause the value of
the property to be less than the outstanding principal amount of the mortgage
loan. Foreclosure by the Trust on any
such mortgage loan might not provide the Trust with proceeds sufficient to
satisfy the outstanding principal amount of the mortgage loan.
While independent appraisals or broker opinions of value are generally
obtained before funding
any Mortgage Investment, the
values provided, even where reported on an “as is” basis, are not necessarily reflective of the market value of the underlying real property, which may fluctuate.
In addition, the values
reported
may be subject to certain conditions, including the completion of
rehabilitation, remediation or leasehold
improvements on the real property providing security for the loan. There can be
no assurance that these conditions
will be satisfied and if, and to the extent they are not satisfied, the
appraised value may not be achieved.
Even if such conditions are satisfied, the appraised value may
not necessarily reflect the market value
of the real property at the
time the conditions are satisfied.
The Units Are Not Insured
The Trust
is not a member institution of the Canada Deposit Insurance Fund and the Units
offered pursuant to this Offering
Memorandum are not insured against loss through the Canada Deposit Insurance
Fund. The Units are redeemable at
the option of the holder, but only under certain circumstances. See Item 5.1 “Terms of
Securities” - “Description of Trust Units”. Mortgage Loans Not Insured Generally, mortgage loans are not insured or
guaranteed, in whole or in part by any government or governmental entity, underwriter or any other person, except in circumstances where
recourse to the borrower and its financial strength is
negotiated as part of a particular underwriting. In these cases, the ability of any borrower (or guarantor) to
satisfy its recourse obligations will be limited by the extent of their respective available assets. No
representation is made as to the adequacy of the assets of any borrower or guarantor
available to satisfy
their respective recourse
obligations with respect to any mortgage
loans. Dilution The number
of Units the Trust is authorized to issue under this Unit Offering is
unlimited. In addition to alternate
financing sources, the Trust may conduct future offerings of Units in order to
raise the funds required. Marketability Although
Units are transferable, there is no market for Units and a market for Units is
not expected to develop. As there is no developed
market for the Units and the Units are subject
to overall restrictions under securities laws, a Unitholder will not be able to
liquidate his investment or withdraw his capital at will. Other than in accordance with the redemption rights
attached to the Units, a Unitholder may never be able to sell his Units and recover any part of his investment.
Accordingly, an investment in Units should only be considered by investors who do not require
certainty pertaining to liquidity. Shortfall in Financing Financing
for the Trust’s operations arranged for by the Trust Manager (“Operation Financing”) may not be sufficient to cover any shortfalls in
Distributable Cash or on payments to be made on redemption of Units or on termination of the Trust. Operation
Financing shall be restricted to funds required to meet administrative and overhead
expenses and to finance losses.
If the Trust is fully invested in mortgages, there may be delays in liquidating same
or losses associated with such investments. Notwithstanding the payment of the distributions, there is no
guarantee that funds will be available to repay the aggregate redemption amount upon redemption of any Units. Borrowing Debt incurred
by the Trust or Partnership could increase the risk of the Trust’s
insolvency and the risk of the
Trust Manager’s liability. There can
be no assurance that such a strategy will enhance returns and in fact the strategy
may reduce returns and increase the riskiness of an investment in the Units. The
security which the Trust or Partnership is required to furnish may include an
assignment of mortgages to a
third-party lender. If the Trust is unable to service its debt to such lender,
a loss could result if the lender
exercises its rights of foreclosure and sale. Sensitivity
to Interest Rates It is anticipated that the market price for the Units and the value of the Mortgage
Portfolio at any given time may be affected by the level of
interest rates prevailing at such time. The Trust's income will consist primarily
of interest payments on the mortgages comprising the Mortgage Portfolio.
If there is a decline
in
interest
rates (as measured by the indices upon which the interest rates of the Trust's
mortgages are based), the Trustees
may find it difficult to purchase additional mortgages bearing rates sufficient
to achieve the targeted payment of
distributions on the Units. There can be no assurance that an interest rate
environment in which there is a
significant decline in interest rates would not adversely affect the Trust's
ability to maintain distributions on
the Units at a consistent level. As well, if interest rates increase, the value
of the Mortgage Portfolio may be negatively affected. Reliance on the Trustee and Mortgage Originator In
assessing the risk of an investment in Units, potential investors should be
aware that they will be relying on
the good faith, experience and judgment of the Trustees and the Mortgage
Originator to assess the acquisition
and disposition of the Trust’s investments. Although investments made by the
Trustees will be carefully selected,
there can be no assurance that such investments will earn a positive return in
the short or long term or that losses
may not be incurred from such investments. There is no guarantee that the
Trustees and the directors and officers of the Mortgage Originator will remain unchanged. Reliance on the General Partner In
assessing the risk of an investment in Units, potential investors should be
aware that they will be relying on
the good faith, experience and judgment of management of the General Partner
and those advisors appointed by the
General Partner to assess the acquisition and disposition of the Partnership’s
investments. Although investments
made by the Partnership will be carefully selected, there can be no assurance
that such investments will earn a
positive return in the short or long term or that losses may not be incurred by the Partnership from such investments. Knowledge and Expertise of Rite Alliance
and Moneybroker The
Partnership is dependent on the knowledge and expertise of Rite Alliance and
Moneybroker. There is no certainty
that the persons who are currently directors and officers of Rite Alliance and
Moneybroker will continue to be
directors and officers of Rite Alliance and Moneybroker in the future. “Mutual Fund Trust” Status It is intended that the Trust continue to qualify as a “mutual fund
trust” for the purposes of the ITA. However,
there can be no assurance that the Canadian federal income tax laws and
administrative policies of the CRA
respecting the treatment of mutual fund trusts and unit trusts will not be
changed in a manner which adversely
affects the holders of Units. See Item
8 – “Income Tax Consequences and RRSP Eligibility”
– “Mutual Fund Trust Status”. If the Trust fails to meet one or more
conditions to qualify as a “mutual
fund trust”, the income tax considerations described under Item
8 – “Income Tax Consequences and RRSP Eligibility”, would, in some
respects, be materially different. If the
Trust ceases to qualify as a “mutual fund trust”, the Units will cease to be a
qualified investment for trusts
governed by Exempt Plans. An Exempt Plan (or the annuitant or holder of the
plan) may be liable for one or more
taxes based on the fair market value of a non-qualified investment at the time
it is acquired or ceases to be a
qualified investment. An Exempt Plan may also be subject to tax on any income
earned from a non-qualified
investment and may have its registration as an Exempt Plan revoked if it
acquires or holds a non-qualified
investment. Finally, if the Trust ceases to qualify as a mutual fund trust, it
may be liable for tax under Part
XII.2 of the ITA which may have adverse income tax consequences for certain Unitholders, including Non-Residents and Exempt Plans
that acquire an interest in the Units directly or indirectly from another Unitholder. If a trust
governed by a TFSA, RRSP or RRIF acquires property that is not a qualified
investment, the holder of the TFSA or
annuitant of the RRSP or RRIF, as the case may be, must pay a tax equal to 50%
of the fair market value of the
property at the time it is acquired. A trust governed by a RRSP, RRIF or TFSA may be subject to tax on the income
attributable to the holding or disposition of property that is not a qualified investment. Changes in the Economy
and Credit Markets Historically,
global financial markets have been subject to periods of volatility and
uncertainty, driven by a wide range
of factors at any given point in time. This volatility may impact the ability
of the Partnership to maintain a funding facility
with arm’s length third party institutions on terms favorable
to the Partnership.
Volatility
in financial markets may also be reflected in volatility in the market value of
the real property underlying the Mortgage Portfolio. Limited Sources of Borrowing Canada’s
financial marketplace is characterized as having a limited number of financial
institutions that provide credit to
certain entities. The limited availability of sources of credit may limit the
Trustees’ ability to take advantage
of leveraging opportunities to enhance the yield on the Mortgage Investments.
The Trustees intend to limit the
Trust’s exposure to the potential scarcity of such funds by continuously
seeking out new sources of credit. Availability of Mortgage
Investments The Trust
invests in mortgages in Canada which meet the investment criteria of the Trust.
There is no guarantee that the Trust
will be fully invested in such mortgages or that it will be able to assemble a portfolio
of Mortgage Investments adequate
to meet its financial
projections of return. Renewal of Mortgages There can be no assurances that any of the mortgages
contained in the Mortgage Portfolio
from time to time
can or will be renewed at the same interest rates and terms, or in the same
amounts as are currently in effect.
With respect to each mortgage in the Mortgage Portfolio, it is possible that
the mortgagor or the Manager as
trustee, will not elect to renew such mortgage. In addition, if such mortgages
are renewed, the principal balance of
such renewals, the interest rates and the other terms and conditions of such
mortgages will be subject to negotiations between the mortgagors, the Manager as trustee and the Mortgage
Manager at the time of renewal. Mortgage Extensions and Mortgage Defaults The Manager
may from time to time deem it appropriate to extend or renew the term of a
mortgage loan past its maturity, or
to accrue the interest on a mortgage loan, in order to provide the borrower
with increased repayment flexibility.
The Manager generally will do so if it believes that there is a very low risk to the Trust of not being repaid the full
principal and interest owing on the mortgage loan. In these circumstances, however, the Trust is
subject to the risk that the principal and/or accrued interest of such mortgage loan may not be repaid in a
timely manner or at all, which could affect the cash flows of the Trust during the period in which it is
granting this accommodation. Further, in the event that the valuation of the asset has fluctuated substantially due to
market conditions, there is a risk that the Trust may not recover all or substantially all of the principal and interest owed to the Trust in respect of such
mortgage loan. When a
mortgage loan is extended past its maturity, the loan can either be held over
on a month-to-month basis, or renewed
for an additional term at the time of its maturity. Notwithstanding any such
extension or renewal, if the borrower
subsequently defaults under any terms of the loan, the Manager has the ability
to exercise its mortgage enforcement remedies in respect
of the extended or renewed
mortgage loan. Exercising mortgage enforcement remedies
is a process that requires a significant amount of time to complete, which could adversely affect the
cash flows of the Trust during the period of enforcement. In addition, as a result of potential
declines in real estate values, there is no assurance that the Trust will be able to recover all or substantially all of the outstanding principal
and interest owed to the Trust in respect of such mortgages by exercising its
mortgage enforcement remedies. Should the Trust be unable to recover all or substantially all of the principal
and interest owed to the Trust in respect of such mortgage loans, the net asset value of the Trust would be
reduced, and the returns, financial condition and results of operations of the
Trust could be adversely affected. Composition of the Mortgage Portfolio The
composition of the Mortgage Portfolio may vary widely from time to time and may
be concentrated by type of security, business or location, resulting in the Mortgage Portfolio being less diversified than anticipated.
A lack of diversification may result in exposure to economic downturns or other
events that have an adverse and disproportionate effect
on particular types of security, business
or location. Notwithstanding the foregoing,
the Mortgage Portfolio
has been diversified. See Item 2.2 “The Business” - “The Mortgage Portfolio”.
Foreclosure and Related Costs One or more
borrowers could fail to make payments according to the terms of their loans,
and the Trust could therefore be
forced to exercise its rights as mortgagee. The recovery of a portion of the
Trust's assets may not be possible
for an extended period of time during this process and there are circumstances
where there may be complications in
the enforcement of the Trust's rights as mortgagee. Legal fees and expenses and other costs incurred by the Trust in
enforcing its rights as mortgagee against a defaulting borrower are usually recoverable from the borrower
directly or through the sale of the mortgaged property by power of sale or otherwise, although there is no
assurance that they will actually be recovered. In the event that these expenses
are not recoverable they will be
borne by the Trust. Furthermore, certain
significant expenditures, including
property taxes, capital repair and replacement costs, maintenance costs, mortgage payments, insurance costs
and related charges must be made during the enforcement process
regardless of whether
the property is producing income or whether
mortgage payments are being
made. The Trustees may therefore be required to incur such expenditures to
protect the Trust’s investments. Litigation Risk The Trust
and/or the Partnership may, from time to time, become involved in legal
proceedings in the course of its
business. The costs of litigation and settlement can be substantial and there
is no assurance that such costs
will be recovered in whole or at all. During litigation, the Partnership may
not receive payments of interest on
the mortgage loan that is the subject of litigation, thereby impacting its cash
flows. The unfavourable resolution of
any legal proceedings could have a material adverse effect on the Trust, its financial
position, and the results of its operations. Canadian Tax Matters The return
on the Unitholder’s investment in Units is subject to changes in Canadian
federal and provincial tax laws, tax
proposals, other governmental policies or regulations and governmental,
administrative or judicial
interpretation of the same. There can be no assurance that tax laws, tax
proposals, governmental policies or regulations, or the interpretation thereof, will not be changed
in a manner which will fundamentally alter the tax consequences to Unitholders acquiring, holding or disposing of Units. The
Trustees recommend that prospective Unitholders consult their tax advisors for
advice with respect to the tax consequences of subscribing for Units. Conflicts of Interest
Conflicts
of interest exist, and others may arise, between investors and the directors
and officers of the Mortgage
Administrator, Mortgage Manager, Mortgage Originator, General Partner and the
Trust and their associates and affiliates.
The Mortgage
Originator, its affiliates, officers, directors and shareholders, and the Trustees
may, from time to time, transact business with the
Trust, may transact business with each other and others doing business with the Trust and may earn fees from the
Trust in connection therewith.
In
addition, the Trust Manager, the Mortgage Manager and the Mortgage Originator
are affiliates of the General Partner
and Christine Xu, who is one of the Trustees.
The Mortgage Manager
will receive compensation from the Partnership pursuant to the Mortgage
Management Agreement.
There is no
assurance that any conflicts of interest that may arise will be resolved in a
manner most favourable to
investors. Persons considering a
purchase of Units pursuant to this Unit Offering must rely on the judgment and good faith of the
directors, officers and employees of the Mortgage Administrator, Mortgage Manager, Mortgage Originator,
General Partner and the Trust in resolving such conflicts of interest
as may arise.
The Trust
and its Unitholders are dependent in large part upon the experience and good
faith of the Trust Manager. The Trust Manager is entitled
to act in a similar capacity for other companies
with investment
criteria
similar to those of the Trust. Notwithstanding
this fact, the Trust Manager does not anticipate any difficulty in keeping
the Trust fully invested in superior-yield mortgages.
Belco, an
agent retained in respect of the Unit Offering pursuant to a Distribution
Agreement made between Belco, the Trust Manager and the Trust, is considered to
be “connected” to the Trust under applicable
law. The dealing representatives of Belco who are acting on behalf of Belco in
connection with the Unit Offering,
are employees of an affiliate of the Trust Manager. These dealing
representatives only offer the Moneybroker Group of Companies’ products in their role as Dealing
Representative for Belco.
Several of
the Trust’s mortgages may be shared with other investors affiliated or
associated with the Trust Manager,
which parties may include shareholders, directors or staff of the Trust Manager
or the Trust Manager itself.
The Trust’s
investment position may rank either equally
with, in priority to, or subordinate to
other members of the syndicate or participating investors.
Personal Liability of Unitholders The
Declaration of Trust provides that no Unitholder shall be held to have any
personal liability as such, and no
resort shall be had to, nor shall recourse or satisfaction be sought from, the
private property of any Unitholder.
Moreover, the Trustees shall cause the operations of the Trust to be conducted
in such a way as to avoid, to the
extent practicable and consistent with their fiduciary duty, any material risk
of liability on the Unitholders for
claims against the Trust. The Trust is the sole limited partner of the
Partnership, with the goal of providing enhanced liability
protection for Unitholders. As a result of this structure, no business operation will be conducted by the Trust
and the liability of the Trust is intended to be limited to its capital contribution as a limited partner
in the Partnership. Notwithstanding
the above, to the extent that claims are not satisfied by the Trust, there is a
risk that a Unitholder will be held
personally liable for obligations of the Trust where the liability is not
disclaimed in the contracts
or arrangements entered into by the Trust with third parties. Personal liability may also arise
in respect of claims against the Trust that do not arise under
contracts, including claims in tort, claims for taxes and certain other statutory liabilities. The possibility
of any personal liability of this nature arising is considered by the Trust’s management to be remote due to the
nature of the Trust’s activities as beneficiary and creditor. In the event that payment of a Trust obligation
is required to be made by a Unitholder, such
Unitholder is entitled to reimbursement from the available
assets of the Trust. Specific Investment Risk for Non-Institutional Mortgage Investments Non-institutional
Mortgage Investments attract higher loan loss risk. This higher risk is
compensated for by a higher rate of
return. The failure of one or more borrowers to make payments according to the
terms of their loan could result in
the Partnership exercising its rights as mortgagee and may adversely affect the Partnership's rate of return (and
consequently the Trust's rate of return), which is directly correlated to the receipt of mortgage payments. Also, the
recovery of a portion of the Partnership's assets, i.e. The property put up as collateral by the defaulting
mortgagor, would be tied up for a period of time, diverting resources away from the funding of new investments.
Legal fees and other costs incurred by the Partnership in enforcing its rights as mortgagee against
a defaulting borrower are borne by the Partnership. Although a portion of these fees and costs are often
recoverable from the borrower directly or through the sale of the mortgaged
property by power of sale or otherwise, there is no assurance that they will actually be recovered.
Due to fluctuations in the market and the economy generally, there is a
possibility that historical loan
default rates may increase, resulting in increased fees and costs and lower
profits, and that in any power of
sale, the Partnership could lose some or a substantial portion of the principal
amount loaned to the borrower. Priority Over Security Notwithstanding
that the Mortgage Manager monitors title issues and payment of realty taxes on
a regular basis, any real property
may be subject to one or more unregistered liens or charges which may take priority over a mortgage, even a first- ranking one. Such liens
or charges may arise, for example, without limitation, as a result
of unpaid municipal
taxes, utility bills
or condominium fees. It is possible for the
holder of
such lien or charge to take a number of actions against the borrower and
ultimately against the underlying
real property. Such actions may include foreclosure or an action forcing the
underlying real property to be sold
(known as a “power of sale”). Foreclosure may have the ultimate effect of
depriving any other person, even
the holder of a registered first-ranking charge on the underlying real
property, of the security of such
real property. If an action is taken to sell the underlying real property and
sufficient proceeds are not realized
from such sale to pay off all creditors who have charges or liens on the
property ranking prior to the
Partnership, the Partnership may lose all or part of its investment to the
extent of such deficiency, unless it can otherwise recover such deficiency from other property owned by the borrower. Leverage Strategy Mortgages
are generally an illiquid asset. The Partnership will be required to service
any debt it incurs pursuant to its
leverage strategy on the terms and timetable set out in the agreements
governing such debt regardless of the
availability of the Partnership's liquid assets. The interest rate on funds
borrowed by the Partnership is
subject to fluctuation while the Partnership may loan funds at fixed rates.
With movement in interest rates the
Partnership could suffer reduced net income if the interest rates on its
borrowed funds exceeds the interest
rates it receives on its loans. The timing of the debt servicing obligations
could delay or prevent the Trust or
the Partnership from meeting redemption requests and/or making distributions.
Failure by the Partnership to service
its debt, or repay its obligations, may result in a default and potential loss
of assets of the Partnership which
secure its debt obligations, including the mortgages registered in favour of the Partnership. No Operating History
for the Partnership The
Partnership has no operating or performing history upon which
prospective subscribers can evaluate the Partnership's likely
performance. Potential Indemnification Obligations Under
certain circumstances, the Partnership might be subject to indemnification
obligations in favour of the General
Partner, the Mortgage Originator, Mortgage Manager and the Mortgage
Administrator, their directors,
officers, shareholders and employees. The Partnership will not carry any
insurance to cover such potential
obligations and, to the General Partner's knowledge, none of the foregoing
parties will be insured for losses
for which the Partnership has agreed to indemnify them. Any indemnification
paid by the Partnership would reduce the Partnership's, and the Trust's, projected returns. Lack of Independent Experts Representing the Limited Partner
of the Partnership and Unitholders The
Trustees and General Partner have consulted with legal counsel regarding the
formation and terms of the Trust and the Partnership and the offering
of Units. The subscribers have not, however,
been independently
represented. Therefore, to the extent that the Trust, the Partnership, the
subscribers or the offering of Units
could benefit by further independent review, such benefit will not be available
unless such review is obtained by each subscriber, at their cost. Concentration The Trust is a mortgage investment entity and so its investments are concentrated in mortgages. Exposure
to a specialized industry, market sector, particular geographical area
or asset class involves risk that the Trust will suffer loss because of market,
economic (including interest rate) or
regulatory events which affect the sector or asset class. The
Trust is not a broadly diversified investment across many industries and types of economic activity. Competition The
earnings of the Trust depend on the Trust’s ability, with the assistance of the
Partnership, to locate suitable
opportunities for the investment and reinvestment of the Trust’s funds and on
the yields available from time to
time on mortgages. The investment industry in which the Trust operates is
subject to a wide variety of
competition from private businesses in Canada
and the United States, many of
whom have greater financial and technical resources
than the Trust. Although such competition, as well as any future competition, may adversely affect the
Trust’s success in the marketplace, at the present time the Trust has no reason to believe that such competition
will prevent the Trust from successfully executing its business plan or
operating profitably.
Availability of Investments The ability
of the Trust to make investments in
accordance with the objectives of the
Trust will depend upon the availability of suitable investments. The Trust will compete with individuals, trusts and institutions for the investment in the
financing of real properties. Many of these competitors have greater resources
than the Trust or operate with greater flexibility. Possible Changes in Laws There can be no assurance that income tax laws, securities laws and other applicable legislation or regulations will
not be repealed, amended or implemented, from time to time, and that such
change will not adversely affect
Unitholders or necessitate changes in the manner in which the business of the
Trust, the Partnership or the Manager is conducted. General Economic and Market Conditions The success
of the Partnership's activities may be affected by general economic and market
conditions, such as interest rates,
availability of credit, inflation rates, economic uncertainty, changes in laws,
and national and international
political circumstances. Adverse economic and market conditions could impair the Partnership's profitability or result in losses. Construction Mortgage Lending In such
lending, the Trust commits and is obligated to fund construction at various
stages of completion, as determined
from time-to-time during the period of construction. There are additional risks
associated with construction mortgage
lending, including but not limited to: project completion, cost control, time
to market, product marketability,
ongoing funding availability and market demand risks. From time-to-time, the Trust will have significant
obligations to fund construction lending projects that are already underway. Meeting such commitments requires ongoing
availability of funding. In the event the Trust does not have sufficient funds to meet such commitments,
the value of the Trust’s assets could be eroded and the ongoing viability
of the Trust could be at risk. Development of Real Property There are risks inherent
in the development of real property, including
the inability to obtain construction or mortgage financing on reasonable terms or at all, the
inability or failure or unwillingness of any parties participating in the development to provide or procure
guarantees, security and other credit support, the inability to secure planning, zoning or by-law approval or amendment on a timely basis or at all, construction
delays due to force majeure, strikes, shortages of materials or labour,
competition from other properties,
limits on insurance coverage and increases in development costs due to general
economic conditions. Development
projects are subject to certain significant expenditures including property
taxes, development charges,
maintenance costs, mortgage payments, insurance costs, professional services
and advisory fees and related and
ancillary charges which must be made regardless of whether the property is
producing sufficient income to
service such expenses. COVID-19 Natural disasters, changes in climate,
geo-political events, pandemics, and catastrophic events could materially adversely affect the Trust’s
financial performance. On March 11,
2020, the World Health Organization
recognized the outbreak of COVID-19 as a pandemic. The COVID-19 pandemic and
the measure attempting to contain and
mitigate the effects of the virus (including travel bans and restrictions, quarantines, social distancing, shutdowns,
and restrictions on business venues) have caused heightened uncertainty in the global economy. Many of
the other risks described in the “Risk Factors” section may also be heightened. COVID-19,
as well as any future pandemic outbreaks, could have a continued adverse impact
on economic and market conditions and
trigger a period of global economic slowdown. The rapid development and fluidity of pandemic situations precludes
any prediction as to the ultimate adverse impact of COVID-19 or any future pandemic outbreak.
Nevertheless, COVID-19, and possible future pandemic diseases, present material
uncertainty and risk with respect to economic
and market conditions, corporate earnings or loan
performance,
and the ability of borrowers to service their debt, any of which could have an
adverse impact on the performance and
financial results of the Trust and
the obligors of the Trust, and the value and the liquidity of the units of the Trust. Nevertheless, since the
impact of COVID-19 is ongoing, the effect on the Trust may not be
fully reflected in our results of operations until future
periods. Management has developed a business continuity plan and will continue to monitor and adjust its plan as the
COVID-19 situation changes. Management has taken several proactive and
precautionary measures to protect the
health and safety of its operational staff, including the implementation of
alternative working arrangements such as working-from-home as required.
Data Security and Privacy Breaches The
cybersecurity risks faced by the Trust, the Manager, service providers and
Unitholders have increased in recent years due to the proliferation of cyber-attacks that target computers, information systems, software, data and networks. Cyber-attacks
include, among other things, unauthorized attempts to access, disable, modify or degrade information
systems and networks, the introduction of computer viruses and other malicious codes such as
“ransomware”, and fraudulent “phishing” emails that seek to misappropriate data and information or install malware on
users’ computers. The potential effects of cyber-attacks include the theft or loss of data, unauthorized
access to, and disclosure of, confidential personal and business- related information, service disruption,
remediation costs, increased cyber-security costs, lost revenue, litigation and reputational harm which can
materially affect the Trust. The Manager continuously monitors security threats to its information
systems and implements measures to manage these threats, however the risk to the Trust and the Manager and
therefore Unitholders cannot be fully mitigated due to the evolving nature of these threats, the difficulty in
anticipating such threats and the difficulty in immediately detecting all such threats. In light of the foregoing there can be no assurance that the Partnership
will generate its expected returns for the Trust and as a result,
for Unitholders of the Trust.
11.
REPORTING OBLIGATIONS
11.1
Continuous Disclosure The Trust
is not a “reporting user” under applicable securities legislation, nor will the
Trust become a reporting issuer
following the completion of the offering. Consequently, the Trust is not required to send Shareholders any ‘continuous
disclosure’ documents on an annual or ongoing basis. Since the Trust is not subject to the continuous
disclosure requirements applicable to reporting issuers pursuant to the applicable securities legislation, the
Trust is not required to issue press releases disclosing material changes in the business and affairs of the Trust
or to send to you the Trust’s interim and annual financial statements, management’s discussion and analysis
respecting such statements or annual
reports.
However,
the Business Corporations Act (Ontario)
requires the Trust to provide its shareholders with audited financial statements for each fiscal year. In addition,
the Trust is required to forward to holders of
Units that purchased Units under the offering memorandum exemption
audited financial statements and disclosure regarding
the use of the aggregate
gross proceeds raised by the Trust under the offering
memorandum exemption within 120 days following the end of each fiscal
year of the Trust, and such other information
as required by applicable securities laws for a non-reporting issuer that
distributes Units using the offering
memorandum exemption (including annual notices
of use of proceeds and notices of certain key
events, if and when applicable), which will be made available to Shareholders
as and when required. Generally, disclosure documents will be considered to have been “made reasonably available” to Shareholders if the documents are mailed to Shareholders, or if Shareholders receive notice that the disclosure documents can be viewed on a public website of the Trust or a website accessible by all Shareholders. The fiscal year of the Trust
ends on the 31st day of December of each year. Furthermore, the Trust is required to provide notice to
holders of Units that purchased Units under the offering memorandum exemption within ten (10) days of the
occurrence of: (a) a discontinuation of the Trust’s business; (b) a change
in the Trust’s industry;
or (c) a change of control of the Trust.
11.2
Access to Corporate and Securities Information about the Trust Since the
Trust is not a reporting issuer and the Trust’s Units are not publicly traded,
no corporate or securities
information about the Trust is available from a government, regulatory
authority, stock exchange or
quotation and trade reporting system. Some securities information about this
and previous offerings is available
from the Ontario Securities Commission at www.osc.gov.on.ca
and other applicable securities regulators.
Further information about the Trust is posted and available for review on the
Trust’s website at www.bensonmic.ca or from the Trust at the
contact information set out on the face page of this Unit Offering
Memorandum.
12.
RESALE RESTRICTIONS
12.1
Restricted
Period For trades in Alberta,
British Columbia, New Brunswick, Newfoundland and Labrador, Northwest
Territories, Nova Scotia,
Nunavut, Ontario, Prince Edward
Island, Quebec, Saskatchewan and Yukon, Unless permitted
under securities legislation, subscribers cannot trade the Units before the date that is four (4) months and a day after the date the Trust becomes a reporting issuer
in any province or territory of Canada. It is not
anticipated that the Trust will become a reporting issuer. In addition,
investors reselling the Units may
have reporting and other obligations. Accordingly, investors are advised to
seek legal advice with respect to
such restrictions. Accordingly, each prospective investor must be prepared to
bear an economic risk of an investment in the Units and
are advised to seek legal advice with respect
to such restrictions. Investors, other than individuals, that are not accredited investors, or
are accredited investors solely on
the basis that they have net assets of at least $5,000,000, must also represent
to the Manager (and may be required
to provide additional evidence at the request of the Manager to establish) that
such investor was not formed solely
in order to make private placement investments which may not have otherwise
been available to any persons holding an interest
in such investor. Investors
will be required to make certain representations in the subscription agreement
and the Manager will rely on such
representations, to establish the availability of an exemption from prospectus
requirements as described above. No
subscription will be accepted unless the Manager is satisfied that the
subscription complies with applicable
securities laws. By
executing the subscription agreement, each subscriber is acknowledging that the
investment portfolio and trading
procedures of the Trust are proprietary in nature and agrees that all
information relating to such investment
portfolio and trading procedures shall be kept confidential by such subscriber
and will not be disclosed to third
parties (with the exception of the subscriber’s professional advisors) without
the written consent of the
Manager.
12.2
Manitoba Resale Restrictions For
purchasers in Manitoba, unless permitted under securities legislation, you must
not trade the Units without the prior
written consent of the regulator in Manitoba unless: (a)
the Trust has filed a prospectus with the regulator
in Manitoba with respect to the Units and the regulator
in Manitoba has issued a receipt
for that prospectus, or (b)
you have held
the Units for at least 12 months. The
regulator in Manitoba will consent to your trade if the regulator is of the
opinion that to do so is not prejudicial to the
public interest.
13.
PURCHASERS’ RIGHTS
13.1
Statements Regarding Purchaser’s Rights If you purchase these Units you will have certain rights,
some of which are described
below. For information about your rights you should consult
a lawyer. The
following summaries of investors’ legal rights are subject to the express
provisions of the securities laws of
the applicable province in which they are resident and reference is made
thereto for the complete text of such
provisions. The rights of action described below are in addition to and without
derogation from any right or remedy
available at law to the investor and are intended to correspond to the
provisions of the relevant securities legislation and are
subject to the defenses contained therein. (1) Two Day Cancellation Right You can
cancel your agreement to purchase Units. To do so, you must send a notice to
the Trust by midnight on the
2nd business day after you sign the agreement to buy Units. (2) Statutory Rights of Action in the Event
of a Misrepresentation Generally,
and subject to the more detailed disclosure below, if there is a
misrepresentation in this Offering Memorandum,
you have a statutory right to sue (a) the Trust to cancel your agreement to buy
these securities, or (b) for damages against the Trust. This
statutory right to sue is available to you whether or not you relied on the
misrepresentation. However, there are
various defences available to the persons or companies that you have a right to
sue. In particular, they have a defence if you knew of the misrepresentation
when you purchased the securities. If you intend to rely on the rights described in (a) or (b) above, you must do so within strict time limitations. You must commence your
action to cancel the agreement within the
time period provided by the
securities legislation of the provinces and territories noted below. You must
commence your action for damages
within the time period provided by the securities legislation of the provinces
and territories noted below. Securities
legislation in certain of the provinces and territories of Canada provides that
a purchaser has or must be granted
rights of rescission or damages, or both, where the Offering Memorandum and any amendment hereto contains a
misrepresentation. However, such rights and remedies, or notice with respect thereto, must be exercised by the
purchaser within the time limits prescribed by the applicable securities legislation. The
summaries setting out the rights of action for damages or rescission in certain
provinces and territories of Canada,
which are subject to the securities legislation in such provinces and
territories, are set forth below, which is incorporated in and forms part of the
Offering Memorandum. Investors should consult with their legal advisers to determine whether
and the extent to which they may have
a right of action or rescission in their province or territory of residence.
The rights discussed below are in addition
to and without derogation from any other rights or remedies available
at law to a purchaser of Units. For the purposes
of this section, misrepresentation means: (a)
an untrue
statement of a fact that significantly affects, or would reasonably be expected
to have a significant effect, on the
market price or the value of Units of that class of the Trust (a “material fact”); or (b)
an omission
to state a material fact that is required to be stated or that is necessary to
make a statement not misleading in the
light of the circumstances in
which it was made. A summary of the rights of action for damages
or rescission in certain Offering Jurisdictions, which are subject to the securities legislation in
such Offering Jurisdiction, are set forth below. Investors should refer to the applicable provisions of securities
legislation for the full particulars of these rights or consult with their legal advisors. The rights discussed below are in addition to and without derogation
from any other rights or remedies
available at law to
a purchaser of Units
of the Trust.
Alberta A purchaser
of Units of a class of a Trust who is resident
in Alberta and to whom this Offering
Memorandum was delivered and who is relying on the Minimum Amount
Exemption may rescind the contract to
purchase such Units by sending written notice to the Trust not later than
midnight on the second day, exclusive
of Saturdays and holidays, after the
purchaser signs the agreement to purchase the Units. If this
Offering Memorandum contains a misrepresentation when a purchaser resident in
Alberta buys Units of a class of
the Trust, securities legislation in Alberta provides that every such purchaser
has, without regard to whether the
purchaser relied on the misrepresentation, a right of action for damages
against the und and every person or
company who signed this Offering Memorandum, but may elect (while still the owner of any of the Units of that class of
the Trust such purchaser purchased) to exercise a right of rescission against the Trust, in which
case the purchaser shall have no right of action for damages, provided that: (a)
neither the
Trust nor anyone signing this Offering Memorandum will be liable if the Trust
or such person or company proves that
the purchaser purchased the Units of that class of the Trust with knowledge of the misrepresentation; (b)
in an action for damages, neither
the Trust nor anyone signing
this Offering Memorandum will be liable for all or any portion of such damages if the
Trust or such person or company proves
that they do not represent the depreciation in value of the Units of that class
of the Trust as a result of the misrepresentation relied on; and (c)
in no case will
the amount recoverable under this right of action exceed the price at which the Units of that class of the Trust were sold
to the purchaser. No person
or company, other
than the Trust,
is liable: (a)
if the
person or company proves that this Offering Memorandum was sent to the
purchaser without the person’s or
company’s knowledge or consent, and that, on becoming aware of its being sent, the person or company promptly
gave reasonable notice to the Trust that it was sent without the knowledge
and consent of the person or company; (b)
if the
person or company proves that the person or company, on becoming aware of the misrepresentation, withdrew the person’s
or company’s consent
to this Offering Memorandum
and gave reasonable notice to the Trust of the withdrawal and the reason for
it; or (c)
with
respect to any part of this Offering Memorandum not purporting to be made on
the authority of an expert and not
purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the
person or company (i) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there
had been no misrepresentation, or (ii) believed there had been a misrepresentation. In Alberta,
no action may be commenced to enforce such right of action described above
unless the right is exercised: (a) in the case of action for rescission, no later
than 180 days from the date the purchaser purchased the Units of that
class of the Trust; or (b) in the case of any action, other than an
action for rescission, not later than the earlier of: (i) 180 days from the day that the purchaser first
had knowledge of the facts giving rise to the cause of action, or (ii) three (3) years from the day the purchaser
purchased the Units of that class of the Trust. British Columbia The right of action for damages
or rescission described
herein is conferred
by section 132.1 of the Securities
Act (British Columbia). Section 132.1 of the Securities Act (British
Columbia) provides, in relevant part,
that in the event that an offering memorandum (such as this Offering
Memorandum), contains a Misrepresentation, the purchaser will be deemed
to have relied
on the Misrepresentation if it was a
Misrepresentation at the time of purchase,
and the purchaser has, subject
to certain limitations and defences, a
statutory right of action for damages against
the issuer and, subject to certain additional defences, every director of the issuer at the date of the
offering memorandum and every person who signed the offering memorandum or, alternatively, may elect instead to
exercise a statutory right of rescission against
the issuer, in which case the purchaser shall have no right of action for
damages against the issuer, provided
that, among other limitations: (a)
no person
will be liable if it proves that the purchaser purchased the securities with
knowledge of the Misrepresentation; (b)
in the case
of an action for damages, no person will 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 relied upon; and (c)
in no case
will the amount recoverable in any action exceed the price at which the
securities were offered to the purchaser. In
addition, a person or company, other than the issuer, will not be liable if
that person or company proves that: (a)
the offering
memorandum was sent or delivered
to the purchaser without the person's or company's
knowledge or consent and that, on becoming aware of its delivery, the person or company
gave reasonable notice to the issuer that it was delivered without
the person's or company's knowledge or consent; (b)
after
delivery of the offering memorandum and after becoming aware of the
Misrepresentation, the person or
company withdrew the person's or company's consent to the offering memorandum
and gave reasonable notice to
the issuer of the withdrawal and the reason for
it; or (c)
with
respect to any part of the offering memorandum purporting (i) to be made on the
authority of an expert, or (ii) to be
a copy of, or an extract from, an expert's report, opinion or statement, the person or company proves that the person
or company had no reasonable grounds to believe and did not believe that (A) there had been a Misrepresentation, or
(B) the relevant part of the offering memorandum
did not fairly represent the expert's report, opinion or statement, or was not
a fair copy of, or an extract from, an expert's report, opinion or
statement. Further,
where a Misrepresentation is contained in an offering memorandum, the directors
of the issuer, and every person or
company who signed the offering memorandum, shall not be liable with respect to
any part of the offering memorandum
not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a
report, opinion or statement of an expert, unless the person or company did not conduct a reasonable investigation
to provide reasonable grounds for a belief that there had been no Misrepresentation, or believed there had been a Misrepresentation. A person is
not liable for Misrepresentation in forward-looking information if the person
proves that the document containing
the forward-looking information contained, proximate to that information,
reasonable cautionary language
identifying the forward-looking information as such, and identifying material
factors that could cause actual
results to differ materially from a conclusion, forecast or projection in the
forward- looking information, and a
statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information, and the person had a reasonable basis for drawing the
conclusions or making the forecasts and projections set out in the forward-looking information. If a
Misrepresentation is contained in a record incorporated by reference into, or
deemed incorporated by reference
into, the offering memorandum, the Misrepresentation is deemed to be contained
in the offering memorandum. Section 140
of the Securities Act (British
Columbia) provides that no action shall be commenced to enforce these
rights more than: (a)
in the case
of an action for rescission, 180 days after the date of the transaction that
gave rise to the cause of action;
or
(b)
in the case of an action
for damages, the earlier of: (i) 180 days after the date that the purchaser 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. Manitoba Sections 141.1, 141.1.2, and 141.4 of The Securities Act (Manitoba) provide
that if the Offering Memorandum delivered to a purchaser of
Units resident in Manitoba contains a Misrepresentation and it was a Misrepresentation at the time of purchase of Units by such purchaser, the purchaser will be deemed
to have relied on such Misrepresentation and will have a right of action
against the Trust, every person performing
a function or occupying a position with respect to a Trust which is similar to that of a director of a company, and every person or company
that signed the Offering Memorandum for damages or, alternatively, while still the owner of the purchased Units, for
rescission against a Trust (in which case, if
the purchaser elects to exercise the right of rescission, the purchaser
will have no right of action for damages), provided
that among other limitations: (a)
a Trust
will not be liable if it proves that the purchaser purchased the Units with
knowledge of the Misrepresentation; (b)
in the case
of an action for damages, a Trust will not be liable for all or any portion of
the damages that it proves does not represent
the depreciation in value of the Units as a result of the Misrepresentation; (c)
other than
with respect to the Trust, no person or company is liable if the person or
company proves: (i) that this Offering
Memorandum was sent to the purchaser without
the person's or company's knowledge or consent; and (ii) that, after becoming
aware that it was sent, the person or company
promptly gave reasonable notice to the Partnership
that it was sent without the person's or company's knowledge and consent; (d)
other than
with respect to the Trust, no person or company is liable if the person or
company proves that, after becoming
aware of the Misrepresentation, the person or company withdrew the person's or company's consent to this
Offering Memorandum and gave reasonable notice to the Trust of the withdrawal and the reason for it; (e)
if, with
respect to any part of the Offering Memorandum purporting to be made on the
authority of an expert or to be a
copy of, or an extract from, an expert's report, opinion or statement, the
person or company proves that the
person or company did not have any reasonable grounds to believe and did not
believe that (i) there had
been a Misrepresentation; or (ii) the relevant part of the Offering Memorandum: A. did not fairly represent the expert's report,
opinion or statement; or B. was not a fair copy of, or an extract from, the expert's report,
opinion or statement; (f)
other than
with respect to the Trust, no person or company is liable with respect to any
part of this Offering Memorandum not
purporting to be made on an expert's authority and not purporting to be a copy of, or an extract from, an
expert's report, opinion or statement, unless the person or company: (i) did not conduct an investigation sufficient to
provide reasonable grounds for a belief that
there had been no Misrepresentation; or (ii) believed there had been a Misrepresentation;
(g)
in no case will the amount recoverable in any action exceed the price at which the Units were sold to
the purchaser; and (h)
the right of action for rescission or damages will be exercisable only if the purchaser commences
an action to enforce
such right, not later than: (i)
in the case of an action for rescission, 180 days after the
date of purchase
of the Units; or (ii) in the case of an action for damages, the
earlier of (A) 180 days following the date the
purchaser first had knowledge of the Misrepresentation, and (B) two
years after the date of purchase of the Units. A person or
company is not liable in an action for a Misrepresentation in forward-looking
information if the person or company proves that: (a) this Offering Memorandum contains, proximate to that information, (i) reasonable cautionary language identifying the
forward-looking information as such, and identifying
material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the
forward-looking information; (ii) a statement of the material
factors or assumptions that were applied
in drawing a conclusion
or making a forecast or projection set out in the forward-looking information; and (b) the person or company had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information. If a
Misrepresentation is contained in a record incorporated by reference in, or is
deemed to be incorporated into, this Offering Memorandum, the Misrepresentation is deemed to be contained
in this Offering Memorandum. New Brunswick Section 150
of the Securities Act (New Brunswick)
(the “New Brunswick Act”) provides
that where an offering memorandum
(such as this offering memorandum) contains a misrepresentation, a purchaser
who purchases securities shall be
deemed to have relied on the misrepresentation if it was a misrepresentation at the time
of purchase and: (a)
the
purchaser has a right of action for damages against (i) the issuer, (ii) the
selling security holder on whose
behalf the distribution is made, (iii) every person who was a director of the issuer at the date of the
offering memorandum, (iv) every person who signed
the offering memorandum, or (b)
where the
purchaser purchased the securities from a person referred to in paragraph (a)(i) or (ii), the purchaser may elect to
exercise a right of rescission against the person referred to in that subparagraph, in which case
the purchaser shall have no right of action for damages against the person. This
statutory right of action is available to New Brunswick purchasers whether or not such purchaser relied on the misrepresentation. However,
there are various defences available. In particular, no person will be liable for a misrepresentation if such
person proves that the purchaser purchased the securities with knowledge of the misrepresentation. Moreover, in an action for damages, the
amount recoverable will not exceed
the price at which the securities were offered under the offering memorandum
and any defendant will not be liable
for all or any part of the damages that the defendant proves do not represent the depreciation in value of
the security as a result of the misrepresentation. If the
purchaser intends to rely on the rights described in (a) or (b) above, such
purchaser must do so within strict
time limitations. The purchaser must commence an action for rescission within
180 days after the date of the
transaction that gave rise to the cause of action. The purchaser must commence its action for damages within the
earlier of: (a) one year after the purchaser first had
knowledge of the facts giving rise to the cause of action; or
(a) six years
after the date of the transaction that gave rise to the cause of action. The
foregoing summary is subject to the express conditions of the New Brunswick Act
and the regulations promulgated
thereunder and specific reference should be made to same. The rights of action
for rescission or damages under the
New Brunswick Act are in addition to and do not derogate from any other right
the purchaser may have at law. Newfoundland and Labrador Sections
130.1, 132, and 138 of the Securities Act (Newfoundland and
Labrador) provide that if the Offering Memorandum delivered to a purchaser of Units resident
in Newfoundland and Labrador contains
a Misrepresentation and it was a Misrepresentation at the time of
purchase of Units by such purchaser, the purchaser
will be deemed to have relied on such Misrepresentation and will have a right
of action against a Trust and every
person performing a function or occupying a position with respect to the Trust
which is similar to that of a
director of a company, for damages or, alternatively, while still the owner of
the purchased Units, for rescission
against the Trust (in which case, if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages), provided
that among other limitations: (a)
where the person or company proves
that the purchaser had knowledge of the Misrepresentation; (b)
in an
action for damages, the defendant will not be liable for all or any part of the
damages that the Trust provides
do not represent the depreciation in value of the Units as a result of the Misrepresentation; (c)
other than
with respect to the Trust, if the person or company proves that the person or
company, on becoming aware of the
Misrepresentation in the Offering Memorandum, withdrew the person's or company's consent to the Offering
Memorandum and gave reasonable notice to the Trust of the withdrawal and the reason for it; (d)
other than
with respect to the Trust if, with respect to any part of the Offering
Memorandum purporting to be made on
the authority of an expert or purporting to be a copy of, or an extract from, a report, opinion or statement of an
expert, the person or company proves that the person or company did not have
any reasonable grounds to believe and did
not believe that (i) there had
been a Misrepresentation, or (ii) the relevant part of the Offering Memorandum A. did not fairly
represent the report,
opinion or statement of the expert;
or B. was not a fair copy of, or an extract from, the report, opinion or statement
of the expert; and (e)
other than
with respect to the Trust, with respect to any part of the Offering Memorandum
not purporting to be made on the
authority of an expert and not purporting to be a copy of, or an extract
from, a report, opinion or statement of an expert,
unless the person
or company (i) did not conduct an investigation sufficient to provide
reasonable grounds for a belief that there
had been no misrepresentation; or (ii) believed there had been a misrepresentation; (f)
other than
with respect to the Trust, where the
person or company proves that the Offering Memorandum
was sent to the purchaser without the person's or company's knowledge or
consent and that, on becoming aware
of its being sent, the person or company promptly gave reasonable notice to the Trust that it was sent
without the knowledge and consent of the person or company; and (g)
the amount recoverable shall not exceed the price at which the securities were offered to the public; (h)
no action may be commenced to enforce a right of action more than:
(i)
in the case of an action for rescission, 180 days after
the date of the purchase; or (ii) in the case of an action for damages, the
earlier of (A) 180 days after the purchaser first had knowledge of the Misrepresentation, or (B) three years after the date of the purchase. A person or
company is not liable in an action for a Misrepresentation in forward-looking
information if the person or company proves that: (a) this Offering Memorandum contains, proximate to that information, (i) reasonable cautionary language identifying the
forward-looking information as such, and identifying
material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the
forward-looking information; (ii) a statement of the material
factors or assumptions that were applied
in drawing a conclusion
or making a forecast or projection set out in the forward-looking information; and (b) the person or company had a reasonable
basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information. If a
Misrepresentation is contained in a record incorporated by reference in, or is
deemed to be incorporated into, this Offering Memorandum, the Misrepresentation is deemed to be contained
in this Offering Memorandum. Northwest Territories Sections 112 and 121 of the Securities
Act (Northwest Territories) provide that if the Offering
Memorandum delivered to a purchaser
of Units resident
in Northwest Territories contains a Misrepresentation, a purchaser who purchases
a security offered by the Offering Memorandum during the period of distribution has, without regard to whether the
purchaser relied on the
Misrepresentation, a right of action
for damages against the Trust, the selling security holder on whose behalf the
distribution is made, every person performing a function or occupying a position with respect to the Trust which is similar to that
of a director of a company, and every person who signed the Offering
Memorandum. In addition, such a
purchaser also has a right of rescission against a Trust or the selling
security holder on whose behalf the distribution
is made (in which case, if the purchaser elects to exercise the right of
rescission, the purchaser will have
no right of action for damages). Such rights of rescission and damages are
subject to certain limitations including
the following: (a) a person will not be liable if the person proves that the purchaser
purchased the Units with the knowledge of the
Misrepresentation; (b) a person (other than the Partnership or selling security
holder on whose behalf the distribution is made) will not be liable if: (i) the Offering Memorandum was sent to the
purchaser without the 's knowledge or consent
and that, on becoming aware of
its being sent, the person promptly gave reasonable notice to the Trust that it was sent without the knowledge and
consent of that person or company; (ii) the person, on becoming aware of the
Misrepresentation in the Offering Memorandum,
withdrew the person's consent to the Offering Memorandum and gave reasonable
notice to a Trust of the withdrawal
and the reason for it; (iii) with respect to any part of the Offering
Memorandum purporting to be made on the authority
of an expert or purporting to be a copy of, or an extract from, a report,
statement or opinion of an expert,
the person had no reasonable grounds to believe and did not believe
that: A. there had
been a Misrepresentation; or B. the relevant part of the Offering Memorandum did not fairly represent the report,
statement or opinion of the expert or was not a fair copy of, or an extract from, the
report, statement or opinion of the
expert;
(iv) except a Trust and selling
security holder, for any part of an Offering Memorandum that is not
purporting to be made on the authority of an expert and not purporting to be a
copy of, or an extract
from, a report,
statement or opinion
of an expert, unless the person: A. failed to conduct
a reasonable investigation to provide reasonable grounds for a belief that there
had been no Misrepresentation; or B. believed that there had been a Misrepresentation; (c) in an action for damages, a defendant will not
be liable for all or any part of the damages that the defendant proves does not represent the depreciation in value of
the security resulting from the Misrepresentation; (d) a Trust and every person performing a function
or occupying a position with respect to a Trust which is similar to that of a director of a company at the date
of the Offering Memorandum who is not
a selling security holder, is not liable if a Trust does not receive any
proceeds from the distribution of the
Units and the Misrepresentation was not based on information provided by the Trust,
unless the Misrepresentation: (i) was based
on information previously publicly disclosed by the Trust; (ii) was a Misrepresentation at the time of its previous
public disclosure; and (iii) was not subsequently publicly corrected or
superseded by a Trust before completion of the distribution of the
Units being distributed; (e) the amount recoverable by the purchaser in an
action for damages must not exceed the price at which the Units purchased by the purchaser were
offered; and (f) no action may be commenced
to enforce a right
of action more than: (i) in the
case of an action for rescission, 180 days after the
date of the purchase; or (ii) in the case of an action for damages, the
earlier of (A) 180 days after the purchaser first had knowledge of the Misrepresentation, or (B) three years after the date of the purchase. In
addition, no person will be liable with respect to a Misrepresentation in
forward-looking information (excluding those made
in financial statements) if: (a) the Offering Memorandum containing the
forward-looking information contained, proximate
to the forward-looking information, (i) reasonable cautionary language identifying the
forward-looking information as such and identifying
material factors that could cause actual results to differ materially from a conclusion, forecast or
projection in the forward-looking information; (ii) a statement of the material
factors or assumptions that were applied
in drawing a conclusion
or making a forecast or projection set out in the forward-looking information; and (b) the person or company had a reasonable basis
for drawing the conclusions or making the forecasts or projections set out
in the forward-looking information. If a
Misrepresentation is contained in a record incorporated by reference in, or
deemed to be incorporated into, an Offering Memorandum, the Misrepresentation is deemed to be contained
in the Offering Memorandum. Nova Scotia Sections
138, 139A, and 146 of the Securities Act (Nova
Scotia) provide that if the Offering Memorandum or any amendment delivered to a purchaser of Units resident in
Nova Scotia contains a Misrepresentation, a
purchaser resident in Nova Scotia to whom this Offering Memorandum has
been sent or delivered and who purchases
the Units is deemed to have relied upon such Misrepresentation if it was a
Misrepresentation at the time of
purchase and the purchaser has a right of action for damages against the Trust,
against every person acting in a capacity with respect to a Trust which is similar to that of a director
of a company, and
every
person or company that signed the Offering Memorandum or alternatively, may
elect to exercise a right of
rescission against a Trust (in which case, if the purchaser elects to exercise
the right of rescission, the purchaser will have no right of action for damages), provided that: (a) in an action for rescission or damages, a
person will not be liable if it proves that the purchaser purchased the Units with knowledge of the Misrepresentation; (b) no person other than a Trust is liable
if the person proves that: (i) this Offering Memorandum or the amendment to
this Offering Memorandum was sent or delivered to the purchaser
without the person's
knowledge or consent
and that, on becoming
aware of its delivery, the person gave reasonable general notice that it was delivered
without the person's
knowledge or consent; (ii) after delivery of this Offering
Memorandum or the amendment to this Offering
Memorandum and before the purchase of the Units by the purchaser, on
becoming aware of any
Misrepresentation in this Offering Memorandum, or amendment to this Offering Memorandum, the person withdrew the person's consent to this Offering Memorandum, or the amendment to this Offering
Memorandum, and gave reasonable general notice of the withdrawal and the
reason for it; (iii) with respect to any part of the Offering
Memorandum or amendment to the Offering Memorandum purporting
to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or
a statement of an expert, the person or had no
reasonable grounds to believe and did not believe that there had been a Misrepresentation,
or the relevant part of the Offering Memorandum or amendment to the Offering Memorandum A. did not fairly
represent the report,
opinion or statement of the expert;
or B. was not a fair copy of,
or an extract from, the report, opinion or statement
of the expert; or (iv) with respect to any part of this Offering
Memorandum or amendment to the Offering Memorandum
not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a
report, opinion or statement of an expert, unless the person A. failed to conduct
a reasonable investigation to provide reasonable
grounds for a belief that there
had been no Misrepresentation; or B. believed that there had been a Misrepresentation; (c) in an action for damages, a person is not
liable for all or any portion of the damages that it proves do not represent the depreciation in value
of the Units as a result of the Misrepresentation relied upon; (d) in no case shall the amount recoverable under
the right of action described herein exceed the price at which the Units were offered; and (e) no action may be commenced
to enforce a right of action more than 120 days: (i) after the date on which payment
was made for the Units; or (ii) after the date on which the initial
payment was made for Units where payments
subsequent to the initial payment
are made pursuant
to a contractual commitment assumed prior to, or concurrently with, the
initial payment. In addition,
a person is not liable
in an action for a Misrepresentation in forward-looking information if: (a)
this Offering
Memorandum contains, proximate to that information,
(i) reasonable cautionary language identifying the
forward-looking information as such, and identifying
material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the
forward-looking information; (ii) a statement of the material
factors or assumptions that were applied
in drawing a conclusion
or making a forecast or projection set out in the forward-looking information; and (b)
the person had a reasonable basis for drawing
the conclusions or making the forecasts and projections set out
in the forward-looking information. If a
Misrepresentation is contained in a record incorporated by reference in, or
deemed incorporated into, this
Offering Memorandum or an amendment to this Offering Memorandum, the
Misrepresentation is deemed to be contained
in this Offering Memorandum or an amendment
to this Offering Memorandum. Nunavut Sections 112 and 121 of the Securities
Act (Nunavut) provide that if the Offering
Memorandum delivered to a purchaser of Units resident in
Nunavut contains a Misrepresentation, a purchaser who purchases a security offered by the Offering
Memorandum during the period of distribution has, without regard to whether the purchaser relied on the
Misrepresentation, a right of action for damages against the Trust, the selling security holder on whose behalf
the distribution is made, against every person acting in a capacity with respect to a Trust which is similar
to that of a director of a company, and every person who signed the Offering Memorandum. In addition, such a
purchaser also has a right of rescission against a Trust or the selling security holder on whose behalf
the distribution is made (in which case, if the purchaser elects to exercise the right of rescission, the
purchaser will have no right of action for damages). Such rights of rescission and damages are subject to certain limitations including the following: (c)
a person will not be liable if the person proves
that the purchaser
purchased the Units with the knowledge of the
Misrepresentation; (d)
a person (other than a Trust or selling security holder on whose behalf the distribution is made) will not be liable if: (i) the Offering Memorandum was sent to the
purchaser without the person's knowledge or consent and that, on becoming aware of its being sent, the person promptly gave reasonable
notice to a Trust that it was sent without the knowledge and consent of that person; (ii) the person, on becoming aware of the
Misrepresentation in the Offering Memorandum,
withdrew the person's consent to the Offering Memorandum and gave reasonable
notice to a Trust of the withdrawal
and the reason for it; or (iii) with respect to any part of the Offering
Memorandum purporting to be made on the authority
of an expert or purporting to be a copy of, or an extract from, a report,
statement or opinion of an expert,
the person had no reasonable grounds to believe and did not believe
that: A. there had
been a Misrepresentation; or B. the relevant part of the Offering Memorandum did not fairly represent the report,
statement or opinion of the expert or was not a fair copy of, or an extract from, the
report, statement or opinion of the
expert; (iv) except for a Trust and selling security
holder, for any part of an Offering Memorandum
that is not purporting to be made on the authority of an expert and not
purporting to be a copy of, or an extract
from, a report, statement or opinion of an
expert, unless the person: A. failed to conduct a reasonable investigation
to provide reasonable grounds for a belief that there
had been no Misrepresentation; or B. believed that there had been a Misrepresentation;
(e)
the Trust,
and every person performing a function or occupying a position with respect to
a Trust which is similar to that of a
director of a company at the date of the Offering Memorandum who is not a selling security holder, is not
liable if a Trust does not receive any proceeds from the distribution of the Units and the Misrepresentation was not
based on information provided by the Trust, unless
the Misrepresentation: (i) was based on information previously publicly disclosed
by the Trust; (ii) was a Misrepresentation at the time of its previous
public disclosure; and (iii) was not subsequently publicly corrected or superseded by a Trust before completion of the distribution of the Units being
distributed; (f)
in an
action for damages, a defendant will not be liable for all or any part of the
damages that the defendant proves
does not represent the depreciation in value of the security resulting from the Misrepresentation; (g)
the amount
recoverable by the purchaser in an action for damages must not exceed the price
at which the Units purchased
by the purchaser were offered; and (h)
no action
may be commenced to enforce
a right of action more than the earlier of: (i)
in the case of an action for rescission, 180 days after the
date of the purchase; or (ii) in the case of an action for damages, (A)
180 days after the purchaser first had knowledge of the facts giving rise to the cause of action, or (B) three
years after the date of the purchase. In
addition, no person will be liable with respect to a Misrepresentation in in
forward-looking information (excluding those made
in financial statements) if: (a) the Offering
Memorandum containing the forward-looking
information contained, proximate to the forward-looking information, (i) reasonable cautionary language identifying the
forward-looking information as such and identifying
material factors that could cause actual results to differ materially from a conclusion, forecast or
projection in the forward-looking information; and (ii) a statement of the material
factors or assumptions that were applied
in drawing a conclusion
or making a forecast or projection set out in the forward-looking information; and (b) the person had a reasonable basis for drawing
the conclusions or making the forecasts or projections set out
in the forward-looking information. If a
Misrepresentation is contained in a record incorporated by reference in, or
deemed to be incorporated into, an Offering Memorandum, the Misrepresentation is deemed to be contained
in the Offering Memorandum. Ontario A purchaser
of Units of a class of a Trust who is resident
in Ontario and to whom this Offering
Memorandum was delivered and who is relying on the Minimum Amount
Exemption may rescind the contract to
purchase such Units by sending written notice to the Trust not later than
midnight on the second day, exclusive
of Saturdays and holidays, after the
purchaser signs the agreement to purchase the Units. Sections
130.1 and 132.1 of the Securities Act (Ontario)
provide that if the Offering Memorandum or amendment
delivered to a purchaser of Units resident in Ontario contains a
Misrepresentation, a purchaser who
purchases a security offered by the Offering Memorandum during the period of
distribution has, without regard to
whether the purchaser relied on the Misrepresentation, a right of action for
damages against a Trust and a selling
security holder on whose behalf
the distribution is made or while still
the owner of Units purchased
by that purchaser, for rescission (in which case, if the purchaser elects to
exercise the right of rescission, the purchaser will have no right
of action for damages),
provided that:
(a) no person or company will be liable if it
proves that the purchaser purchased the Units with knowledge of the Misrepresentation; (b) in the case of an action for damages, the
defendant is not liable for all or any portion of the damages that the defendant proves do not represent the
depreciation in value of the security as a result of the
Misrepresentation relied upon; (c) a Trust shall not be liable where it is not
receiving any proceeds from the distribution of the Units being distributed and the Misrepresentation
was not based on information provided by the Trust, unless the
Misrepresentation, (i) was based on information that was previously publicly disclosed by the Trust; (ii) was a Misrepresentation at the time of its previous
public disclosure; and (iii) was not subsequently publicly corrected or
superseded by a Trust prior to the completion
of the distribution of the
Units being distributed; (d) in no case will the amount recoverable in any
action exceed the price at which the Units were offered; and (e) the right of action for rescission or damages
will be exercisable only if the purchaser commences an action to enforce
such right, not later than: (i) in the case of an action for rescission, 180 days
after the date of purchase; or (ii) in the case of an action for damages, the
earlier of (A) 180 days following the date the
purchaser first had knowledge of the Misrepresentation, and (B) three
years after the date of purchase. A person or
company is not liable for a Misrepresentation in forward-looking information
(excluding those made in financial statements) if: (a) the Offering Memorandum containing the
forward-looking information contained, proximate to that information, (i) reasonable cautionary language identifying the
forward-looking information as such, and identifying
material factors that could cause actual results to differ materially from a conclusion, forecast or
projection in the forward-looking information; and (ii) a statement of the material
factors or assumptions that were applied
in drawing a conclusion
or making a forecast or projection set out in the forward-looking information; and (b) the person or company had a reasonable basis
for drawing the conclusions or making the forecasts and projections set
out in the forward-looking information. Rights
referred to above do not apply in respect of the Offering Memorandum delivered
to a prospective purchaser in
connection with a distribution made in reliance on the accredited investor
exemption if the prospective purchaser is: (a) a Canadian financial institution or a Schedule III bank; (b) the Business Development Bank of Canada
incorporated under the Business Development Bank of Canada Act (Canada); or (c) a subsidiary of any person referred to in
paragraphs (a) and (b), if the person owns all of the voting securities of the subsidiary, except the
voting securities required by law to be owned by directors of that
subsidiary. Prince Edward Island Section 112
of the Securities Act (Prince Edward
Island) (the “PEI Act”) provides to
a purchaser who purchases a security
offered by an offering memorandum (such as this offering memorandum) containing
a misrepresentation, without
regard to whether the
purchaser relied on the misrepresentation, a right of action
for damages
against (a) the issuer, (b) the selling security holder on whose behalf the distribution is made, (c) every director of the issuer at the date of the offering
memorandum, and (d) every person who signed
the offering memorandum. If an
offering memorandum contains a misrepresentation, a purchaser who purchases a
security offered by the offering
memorandum during the period of distribution has a right of action for
rescission against the issuer or the
selling security holder on whose behalf the distribution is made. If the purchaser elects to exercise
a right of action for rescission, the purchaser shall have no right
of action for damages. A person,
other than the issuer
and selling security
holder, is not liable if the person proves
that: (a)
the
offering memorandum was sent to the purchaser without the person’s knowledge or consent and that, on becoming aware of its
being sent, the person had promptly given reasonable
notice to the issuer that it had been sent without the knowledge and consent of the person; (b)
the person,
on becoming aware of the misrepresentation in the offering
memorandum, had withdrawn
the person’s consent
to the offering memorandum and had given reasonable notice
to the issuer of the withdrawal
and the reason for it; or (c)
with
respect to any part of the offering memorandum purporting to be made on the authority of an expert or purporting to be
a copy of, or an extract from, a report, statement or opinion of an expert, the person had no reasonable grounds
to believe and did not believe that
(i) there had been a misrepresentation, or (ii) the relevant part of the
offering memorandum (A) did not fairly represent
the report, statement
or opinion of the expert,
or (B) was not a fair copy of, or an extract from, the report, statement
or opinion of the expert. Not all
defences upon which the issuer or others may rely are described herein. Please
refer to the full text of the PEI Act for a complete listing. In an
action for damages, the defendant is not liable for any damages that he or she
proves do not represent the
depreciation in value of the security resulting from the misrepresentation. In
addition, the amount recoverable must not exceed
the price at which the securities purchased by the purchaser were offered. Section 121
of the PEI Act provides that no action may be commenced to enforce any of the
foregoing rights more than: (a)
in the case
of an action for rescission, 180 days after the date of the transaction that
gave rise to the cause of action;
or (b)
in the case
of any action other than an action for rescission: (i) 180 days after the
plaintiff first had knowledge of
the facts giving rise to the cause of action, or (ii) three years after the date
of the transaction giving
rise to the cause of
action, whichever period
expires first. The rights
of action for rescission or damages conferred are in addition to and do not
derogate from any other right that the purchaser may have at law. Québec Notwithstanding
that the Securities Act (Québec) does
not provide, or require the fund to provide, to purchasers resident in these jurisdictions any rights of action in circumstances where this Offering
Memorandum or an amendment hereto contains a Misrepresentation, the
Trust hereby grants to such purchasers
contractual rights of action that are equivalent to the statutory rights of
action set forth above with respect
to purchasers resident
in Ontario. The contractual rights of action for rescission
or damages granted
to subscribers in Québec are in addition
to and do not derogate from any other right that the subscriber
may have at law. Saskatchewan
Section 138
of The Securities Act, 1988
(Saskatchewan), as amended (the “Saskatchewan
Act”) provides that in the event
that an offering memorandum (such as this offering memorandum) or any amendment
to it sent or delivered to a
purchaser contains a misrepresentation (as defined in the Saskatchewan Act), a purchaser who purchases Units covered by
the offering memorandum or any amendment to it has a right of action against the issuer or a selling
security holder on whose behalf the distribution is made or has a right of action for damages against: (a)
the issuer
or a selling security holder
on whose behalf the distribution is made; (b)
every promoter
and director of the issuer or the selling security
holder, as the case may be, at the time the offering
memorandum or any amendment
to it was sent or delivered; (c)
every
person or company whose consent has been filed respecting the offering, but
only with respect to reports,
opinions or statements that have been made by them; (d)
every
person who or company that, in addition
to the persons or companies
mentioned in (a) to (c) above, signed the offering memorandum or the amendment
to the offering memorandum; and (e)
every
person who or company that sells securities on behalf of the issuer or selling security
holder under the offering memorandum or amendment to the offering
memorandum. Such rights
of rescission and damages are subject to certain limitations including the following: (a)
if the
purchaser elects to exercise its right of rescission against the issuer or
selling security holder,
it shall have no right of action for damages against that party; (b)
in an
action for damages, a defendant will not be liable for all or any portion of the damages that he, she or it proves do not represent the depreciation in value of the securities resulting from the misrepresentation relied
on; (c)
no person
or company, other than the issuer or a selling security holder, will be liable
for any part of the offering
memorandum or any amendment to it not purporting to be made on the authority of an expert and not
purporting to be a copy of, or an extract from, a report, opinion or statement of an expert,
unless the person or company failed to conduct a reasonable investigation sufficient to
provide reasonable grounds for a belief that there had been no misrepresentation or believed that there had been
a misrepresentation; (d)
in no case
shall the amount recoverable exceed the price at which the securities were offered;
and (e)
no person
or company is liable in an action for rescission or damages if that person or company
proves that the purchaser purchased
the securities with knowledge of the misrepresentation. In
addition, no person or company, other than the issuer or selling security
holder, will be liable if the person or company proves that: (a)
the
offering memorandum or any amendment to it was sent or delivered without the person’s or company’s knowledge or consent and that, on becoming
aware of it being sent or delivered,
that person or company gave reasonable general notice that it was so sent or
delivered; (b)
or with respect to any part of the offering memorandum or any amendment
to it purporting to be made on the authority of an expert, or
purporting to be made on the person’s
or company’s own authority as an expert or purporting to be a copy of or an extract from the person’s or company’s own
report, opinion or statement as an expert, unless
the person or company failed to conduct a reasonable investigation sufficient
to provide reasonable grounds for a
belief that there had been no misrepresentation
or believed there had been a misrepresentation.
Not all
defences upon which the issuer or others may rely are described herein. Please
refer to the full text of the Saskatchewan Act for a complete listing. Similar rights of action for damages and rescission
are provided in section 138.1 of the Saskatchewan Act in
respect of a misrepresentation in advertising and sales literature disseminated
in connection with an offering of securities. Section 138.2 of the Saskatchewan Act also provides
that where an individual makes a verbal statement to a
prospective purchaser that contains a misrepresentation relating to the
security purchased and the verbal statement
is made either before or contemporaneously with the purchase of the security,
the purchaser has, without regard to
whether the purchaser relied on the misrepresentation, a right of action for
damages against the individual. Section
141(1) of the Saskatchewan Act provides a purchaser with the right to void the
purchase agreement and to recover
all money and other consideration paid by the purchaser for the securities if
the securities are sold in
contravention of the Saskatchewan Act, the regulations to the Saskatchewan Act
or a decision of the Saskatchewan Financial Services Commission. Section
141(2) of the Saskatchewan Act also provides a right of action for rescission
or damages to a purchaser of
securities to whom an offering memorandum or any amendment to it was not sent
or delivered prior to or at the
same time as the purchaser enters into an agreement to purchase the securities,
as required by Section 80.1 of the
Saskatchewan Act. Section 147
of the Saskatchewan Act provides that no action shall be commenced to enforce
any of the foregoing rights more
than: (a) in the case of an action for rescission, 180 days after the
date of the transaction that gave rise to the cause of action; or (b) in the case of any other action, other than an
action for rescission, the earlier of: (i) one year after the plaintiff 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. The
Saskatchewan Act also provides a purchaser who has received an amended offering
memorandum delivered in accordance
with subsection 80.1(3) of the Saskatchewan Act has a right to withdraw from
the agreement to purchase the
securities by delivering a notice to the person who or company that is selling
the securities, indicating the
purchaser’s intention not to be bound by the purchase agreement, provided such notice is delivered
by the purchaser within two business days of receiving
the amended offering
memorandum. The rights
of action for damages or rescission under the Saskatchewan Act are in addition
to and do not derogate from any other right which a purchaser may have at law. Yukon Sections
112 and 121 of the Securities Act (Yukon)
provides that where the Offering Memorandum is
delivered to a purchaser resident in the Yukon and it contains a
Misrepresentation, a purchaser who purchases
a security offered by the Offering Memorandum during the period of distribution
is deemed to have relied on the
Misrepresentation, and has a right of action for damages against the Trust, the
selling security holder on whose behalf the distribution is made, every person performing a function or occupying a position with respect to a Trust which
is similar to that of a director of a company at the date of the Offering Memorandum, and every person who
signed the Offering Memorandum. In addition, such a purchaser also has a right of rescission against a Trust or the
selling security holder on whose behalf the distribution
is made (in which case, if the purchaser elects to exercise the right of
rescission, the purchaser will have
no right of action for damages). Such rights of rescission and damages are
subject to certain limitations including
the following: (a) a person or company will not be liable if the person or company
proves that the purchaser
purchased the Units with the
knowledge of the Misrepresentation; (b) except a Trust and selling security holder, a person or company
will not be liable if:
(i) the Offering Memorandum was sent to the
purchaser without the person or company's knowledge
or consent and that, on becoming aware of its being sent, the person or company
promptly gave reasonable notice to a Trust that it was sent without
the knowledge and consent of that person or company; (ii) the person or company, on becoming aware of
the Misrepresentation in the Offering Memorandum,
withdrew the person or company's consent to the Offering Memorandum and gave reasonable notice to a Trust of the withdrawal
and the reason for it; or (iii) with respect to any part of the Offering
Memorandum purporting to be made on the authority
of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person had no reasonable
grounds to believe and did not believe that: A. there had
been a Misrepresentation; or B. the relevant part of the Offering Memorandum
(1) did not fairly represent the report,
statement or opinion of the expert (2) or was not a fair copy of, or an extract
from, the report, statement or opinion of the expert; (c) for any part of an Offering Memorandum that is
not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a
report, statement or opinion of an expert, unless
the person or company: (i) failed to conduct
a reasonable investigation to provide reasonable grounds for a belief that
there had been no Misrepresentation; or (ii) believed that there had been a Misrepresentation; (d) the Trust, and every person performing a
function or occupying a position with respect to the Trust which is similar to that of a director
of a company at the date of the Offering Memorandum who is not a selling security holder, is not liable
if the Trust does not receive any proceeds from the distribution of the Units and the Misrepresentation was not
based on information provided by the Trust, unless
the Misrepresentation (i) was based
on information that was previously publicly disclosed by the Trust; (ii) was a Misrepresentation at the time of its previous
public disclosure; and (iii) was not subsequently publicly corrected or
superseded by the Trust before completion of
the distribution of the
Units being distributed; (e) the amount recoverable by the purchaser in an
action for damages must not exceed the price at which the Units purchased by the purchaser were
offered; (f) in an action for damages, a defendant will not
be liable for all or any part of the damages that the defendant proves does not represent the depreciation in value of
the security resulting from the Misrepresentation; and (g) no action shall be commenced to enforce a right of action more than: (i) for rescission, 180 days after the date of purchase;
or (ii) for damages, the earlier of: (A) 180 days
after the purchaser first had knowledge of the
Misrepresentation, or (B) three years after the date of
the purchase. In addition, no person or company will be liable
with respect to a Misrepresentation in forward-looking information (excluding those made in financial statements) if: (a) the Offering
Memorandum containing the forward-looking
information contained, proximate to the forward-looking information, (i) reasonable cautionary language identifying the
forward-looking information as such and identifying
material factors that could cause actual results to differ materially from a conclusion, forecast or
projection in the forward-looking information; and
(ii) a statement of the material
factors or assumptions that were applied
in drawing a conclusion
or making a forecast or projection set out in the forward-looking information; and (b) the person or company had a reasonable basis for drawing the conclusions or making the forecasts or projections set out
in the forward-looking information. If a
Misrepresentation is contained in a record incorporated by reference in, or
deemed to be incorporated into, an Offering Memorandum, the Misrepresentation is deemed to be contained
in the Offering Memorandum. (3) Contractual
Rights of Action in the Event of a Misrepresentation If there is a misrepresentation in this Offering
Memorandum, you have a contractual right to sue the Trust (a) to cancel your agreement to buy these securities, or (b) for damages. This
contractual right to sue is available to you whether
or not you relied on the misrepresentation. However, in an action for damages, the amount you may recover
will not exceed the price that you paid for your
securities and will not include any part of the damages that the Trust proves
does not represent the depreciation
in value of the securities resulting from the misrepresentation. The Trust has
a defence if it proves that you knew of the misrepresentation when you
purchased the securities. If you intend to rely on the rights described in (a) or (b) above,
you must do so within
strict time limitations. You must commence your
action to cancel the agreement within 180 days after you signed the agreement
to purchase the securities. You must commence
your action for damages within the earlier
of 180 days after learning
of the misrepresentation and 3 years after you signed the agreement to purchase
the securities.
13.2
Cautionary Statement
Regarding Report, Statements or Opinion by Expert No report,
statement or opinion by a solicitor, auditor, accountant, engineer, appraiser,
notary in Québec or other person or
company whose profession or business could, to a reasonable person, be viewed
as giving authority to a statement
made by that person or company, is
included or referenced in this Offering Memorandum.
14.
FINANCIAL STATEMENTS The
consolidated audited financial statements of the Trust for period ending December 31, 2022 are attached
hereto.
15.
DATE AND CERTIFICATE Dated the 31st day of March,
2023
This Offering Memorandum does not contain
a misrepresentation.
Ready Capital Mortgage
Investment Trust By its Manager and Promoter,
Rite Alliance Management Inc.
Chairman of the Board
of Trustees Trustee
Trustee
Rite Alliance Management Inc. The Trust Manager
of Ready Capital
Mortgage Investment Trust
By its Board of Directors
President and Director
Statements made in this offering memorandum are those
of the issuer. No person is authorized to give
any information or to make any representation in connection with this offering
other than as referred to in this
offering memorandum, and any information or representation not referred to in this offering memorandum
must not be relied upon as having
been authorized by the
issuer.
Frequently Asked Questions
Thank you
for being a Ready Capital Investor! Below you will find answers to the
questions we are frequently asked: Q: What can I expect as confirmation that my investment was processed? A: New
investments are traded into Units between the 10th to the 15th day of the
month. You will receive a confirmation of the trade from your EMD representative via email.
Q: When will I
receive my interest for my investment ? A: Interest
Distributions are deposited or reinvested into your account on the 10th of
every month. (Note: If 10th is on a weekend, Interest
Distributions will be deposited on the
following weekday). Q: When will I receive my fund statements? A: Statements
are emailed between the 10th -
12th of every month.
Q: When will I receive
my T3? A: T3s will
be emailed by the end of March next year. For Cash Account investors, please
make sure you receive your T3 before filing taxes (Note: RRSP/TFSA are non-taxable accounts, there is no T3 required). Q: I did
not receive my monthly statement
/ T3. A: If you
did not receive your statement or T3, please check your junk box first. If you
still did not receive it, email
your EMD representative or info@readycapital.ca,
or call us at 905-305-1539.
Q: When will I be able to view my online balance
and activities on the Olympia
Trust portal? A: For new
investors, your Olympia Trust online portal is available for viewing by the end
of the month that your investment was made. Q: What
do I
need to do if I want to redeem my investment? A: Send an
email to your EMD representative to request the amount of the redemption. You
will be emailed a form
to complete and sign. Q: When will I
receive my redeemed investment into my account? A: Redeemed
investments are deposited into your account 60 days from the time of request
and is deposited on the 1st of the
month after the 60 days. For example, if we receive your redemption request on July 10th, you will receive
your funds on Oct 1st. For TFSA/RRSP accounts, there will be an extra 2 weeks of processing time. For
example, request redemption on July 10th, your will receive your funds
on Oct 15th.
Q: Are there any fees for redeeming my investment? A: If you
redeem within the first 12 months of your investment, there will be a 3% early
redemption penalty on the amount being redeemed. After 12 months, there is
no redemption penalty.
常见问题解答
感谢您对瑞达按揭投资信托基金的支持与信任,请查看下列常见问题,如有其他疑问,请联系我们。 Q:怎么确定我的投资已经全部完成? A:您的投资从每月 1 号开始算起,15 号之前您会收到trade confirmation。这份文件是您购买基 金的正式凭证,请妥善保存。至此,您的投资过程全部完成。
Q:
什么时候我可以收到投资利息? A:利息会在每个月的 10 号发放。(若 10 号是周末,会顺延至下一个工作日)。注册账户 (RRSP/TFSA) 会在月底显示在您的 Olympia Trust 账户上。
Q:每月投资报告什么时候发放? A:投资月度报告会在每个月的 10
号-12
号之间通过邮件发送给投资人。
Q:什么时候会收到 T3 报表? A:T3 报表会在明年三月底发至您的邮箱。现金账户的投资人,请确保收到 T3
之后再完成您的个 人报税;注册账户 RRSP/TFSA
为免税账户,无需T3 报表。
Q:没有收到投资月报/ T3 报表怎么办? A:如您没有收到投资月报或T3 报表,请先确认是否被误投放进您的垃圾信箱。如若依旧没有, 请联系您的基金销售助理,或电邮 info@readycapital.ca,或致电 905-305-1539 联系。
Q:什么时候可以在线查看我的 Olympia 网上账户? A:如您是新投资人,在投资完成后的当月月底即可查看。
Q:如何赎回基金? A:如您想赎回基金,请发送邮件至您的基金销售助理,我们在收到邮件后会发送赎回申请表, 请您填写完成并签字后回执。
Q:赎回基金后,多长时间可以到账? A:在您提交基金赎回申请 60 天后,基金会在下月 1 号存入您的账户中。(如您 7 月 10 日申请赎 回,10 月 1 日可以到账)。注册账户赎回至银行账户,会产生额外两周处理时间。(如您 7 月 10 日申请赎回,10 月中旬可以到帐)。
Q:赎回基金有手续费吗? A:如您在投资一年内赎回,将会产生 3%的费用(即赎回金额x
3%)。投资满一年后赎回,则不 会产生任何费用。
AS OF DEC 31, 2022
FUND FACTS READY CAPITAL MORTGAGE INVESTMENT TRUST Empowering Financial Stability
READY CAPITAL MORTGAGE INVESTMENT TRUST Empowering Financial Stability
FEATURES
Inception Date February 1, 2019
Anticipated Annual Return *1 Income Distributions*1 8%+
Fixed Monthly (based on 8% annual
anticipated return) plus year-end adjustment
Investment Type Income Fund (secured mortgage
debt) Interest income only (T3) Type of Accounts TFSA/RRSP/LIRA/RRIF CASH (individual/corporate accounts)
Term *2 Redemptions*2 No Locked-in or Commitment Period
2-month notice
Minimum Investment $25K Distribution Channels Exempt Market Dealers (Belco Private Capital, Genesis Wealth Management Corp)
Administrator Falcon Ridge Management Registered Account Administrator Olympia Trust Company Legal Counsel AUM Law Firm Auditor Segal GCSE LLP
PROFILE OBJECTIVE
Ready
Capital Mortgage Investment Trust, a Mutual Fund Trust registered in Ontario,
Canada, is a mortgage debt
fund. All investments are mortgages secured
by real estate properties,
currently all in Ontario. Our goal is to offer investors
passive, stable and flexible investment options with excellent returns, while prioritizing the preservation of investment capital.
If an investor had invested $100,000.00 in the Trust since the inception date on Feb 1st, 2019, as of March 31st, 2023, that $100,000.00 would have grown to $140,776.46 which translates to 40.78% ROI.
PORTFOLIO SUMMARY AS OF DEC 31, 2022
Mortgage Portfolio 50% 1st mortgage (LTV 61.37%)
39% 2nd mortgage (LTV 74.63%)
9% Blanket 2nd (LTV 56.75%)
1% Blanket 1st & 2nd (LTV 55.54%)
Top Geographical Locations Toronto Durham Halton Peel York
MANAGEMENT TEAM
CHRISTINE XU PRESIDENT | TRUSTEE With over
30 years of experience in the Canadian banking and investment field, Christine has spent the last 23 years as a
Mortgage Broker winning numerous industrial awards and recognitions including: four-time recipient
of the “Alternative Broker Specialist of the Year” Award (CMA 2022/2020/2018/2015); “Mortgage Global 100” (CMP 2021/2022); "Women of Influence"
(CMA 2022/2021/2020/2019/2017/2015); etc.
RON CUADRA COO |
TRUSTEE Ron has over 25 years of experience in Canadian banking
and mortgage industry.
He has a vast variety
of experience including
sales, underwriting, training
and administrative positions. He was the former SVP at Marathon
Mortgage Corporation as well as the former VP and Director at Home Trust
and Home Loans Canada.
MICHAEL CUADRA UNDERWRITING AND SALES Michael brings 15 years of experience in financial
services and market research, previously was the Senior
Manager of Underwriting at Home Trust.
MARTIN REID TRUSTEE Martin, a Chartered
Accountant, brings extensive
senior management experience in the financial
service field, previously
serving as President
and CEO of Home Trust
and Home Capital
Group.
ROBERT KLIGERMAN CORPORATE COUNSEL As a Corporate Commercial lawyer, Robert
has been in practice for over 40 years and is responsible for the legal and administrative affairs of Ready Capital.
READY CAPITAL MORTGAGE INVESTMENT TRUST Empowering Financial Stability
Appendix *1: The Trust anticipates an annual return of over 8%, with a compound
annual return of over 8.3%. Based on
this 8% anticipated annual return, the Trust distributes a fixed monthly return
to its unit holders. As per the tax
regulations, the Trust is obligated to distribute all of its profits to every unit holder annually, upon the availability of the year-end
audited financial statements.
*2: There is no locked-in or commitment period for investments in the
Trust. All investments can be
redeemed any time with a 2-month notice (If the investment amount is over $1
million, investors are required to provide a 3-month notice). If redeem within the first 12 months, a 3% redemption fee will apply.
These materials are for information purposes only and do not constitute
an offer, or solicitation by any person in any jurisdiction where such offer
or solicitation is not authorized or to any person
to whom it is illegal to make such offer or solicitation. Any offering is made
only pursuant to the relevant
offering memorandum together with the relevant subscription agreement, both of which should be read in
their entirety. Neither the Ontario Securities
Commission nor any other securities regulatory authority of any Canadian
jurisdiction has passed upon the accuracy
or adequacy of this information material, and any representation to the
contrary is unlawful. The contents of this presentation are not to be construed
as legal, financial or tax advice.
Each individual should contact his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. Actual results may
differ and are not guaranteed. Ready Capital Mortgage Investment Trust has
appointed Belco Private Capital Inc.
and Genesis-Wealth Management Gorp. as the Exempt Market Dealers. Investors are encouraged to review the
offering documents. PAST PERFORMANCE IS NOT A
PREDICTOR OF FUTURE PERFORMANCE AND SHOULD NOT BE RELIED UPON AS SUCH. Please visit our website
www.Ready Capital.ca for Offering Memorandum or other information.
4491 Hwy 7, Unionville, ON L3R 1M1 Office:
905-305-1539 Fax: 905-305-8982 Email: info@readycapital.ca www.ReadyCapital.ca
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