CONFIDENTIALITY AGREEMENT To: Skyline Investments Inc

HORSESHOE RESORT 1 CBRE LIMITED, REAL ESTATE BROKERAGE Introduction COPELAND HOUSE CBRE Hotels and CBRE Land Advisory and Transaction Services (collectively, “CBRE”) have been retained on an exclusive basis by Skyline Investments Inc. (herein “Skyline” or the “Vendor”) in the sale of Horseshoe Resort (“Horseshoe” INN AT or the “Resort”) and its associated development lands (the “Development Lands”). HORSESHOE

DRIVING RANGE THE CHALET The Resort and Development Lands (together, the “Property”) present a tremendous N opportunity to enter one of Ontario’s most prestigious, high barrier to entry year- round resort markets. Horseshoe is an established four-season property with substantial available land already designated for future development. Located TO SKI HILLS MINI GOLF ZIP LINE within one hour of the north end of the Greater Toronto Area (“GTA”), which has a population base of 6.5 million people, Horseshoe offers a plethora of recreation activities for every season and is recognized as one of Ontario’s top ski resorts.

SUPERB MICROCLIMATE FOR A YEAR-ROUND CANADIAN RESORT Nestled amongst horseshoe-shaped hills and Copeland Forest in the backdrop, Horseshoe Resort is known as one of Ontario’s top ski resorts and has over the years successfully expanded its programing to offer exciting year-round recreational pursuits. SLOPESIDE The Resort’s northwest orientation towards Georgian Bay creates a microclimate of heavy CONDOS and consistent snow in the winter, while providing for cool breezes and mild temperatures during the summer. With its proximity to the GTA, is an ideal four-season resort destination for families, couples, corporate groups and recreation associations. WATER SKI RAMP ESTABLISHED FOUR SEASON RESORT WITH IN-PLACE INCOME PROXIMITY TO CANADA’S LARGEST URBAN CENTRE The Resort is an established four-season destination, known locally, regionally and na- The Resort is within a one hour drive of the northern region of the GTA, Canada’s larg- tionally for its ski operations, as well as its exceptional array of year-round recreation est metropolitan centre and the most significant economic region representing nearly amenities. The company had revenues in excess of 19 million during 2018 which pro- one-fifth of BEACHCanada’s real gross domestic product (“GDP”). The Conference Board of duced a meaningful in-place NOI, with continued growth projected. Canada forecastsVOLLEYBALL the GTA will have the strongest annual average real GDP growth from 2020 to 2023 of the country’s largest metropolitan centres, at 2.5%. Further, its average FUTURE DEVELOPMENT POTENTIAL annual population growth from 2020 to 2023 is projected to increase at 1.8%, above the 1.6% annual average achieved over the past ten years. LAKE Horseshoe is situated on approximately 500 acres of land that is not fully utilized. Addi- HORSESHOE tional Resort programming could be developed to further enhance the guest offering and Toronto is recognized as a leading international centre for finance and commerce. It create new profit centres. Alternatively, concept plans by Skyline demonstrate the ability to is the 4th largest urban region based on population and the 3rd largest financial hub add approximately 1,346 housing units of varying house type, design, location and ten- in North America after New York and Chicago. Toronto’s economic significance within ure (rental, condo, freehold). The creation of these units has the potential to substantially the country is reflected in its concentration of about 40% of Canada’s corporate head bolster the Resort’s rental program income, or they could be subsequently sold over time offices. It is also the headquarters for five of Canada’s largest banks, and home to most to strategic building partners. The proximity of Horseshoe to the GTA makes it a viable foreign banks/subsidiaries/branches, and most pension funds, including the country’s bedroom community, as well as a second home/vacation rental option, for optimizing the four largest. Development Lands. Existing residential developments in the Horseshoe Valley Settlement Area total of 1,070 units and represent a population of 2,354. Horseshoe Resort - Summer Aerial

HORSESHOE RESORT 1 CBRE LIMITED, REAL ESTATE BROKERAGE HORSESHOE RESORT 2 CBRE LIMITED, REAL ESTATE BROKERAGE Highlights

PROPERTY LAND SUMMARY SKI FACILITIES Horseshoe Valley Rd With the number of land parcels included, re-allocation of units in different quan- The Resort is the closest major ski hill to the GTA and has Ontario’s longest beginner’s tities or areas becomes an opportunity for the purchaser to adjust per market con- carpet and best progression terrain park with some 35 different features. In total, there ditions. The quantum of units has been tied to the Class Environmental Assess- are 28 machine groomed Alpine and snowboard trails, ranging in experience from easy ment (EA) for planning purposes, to keep unit counts and estimates as accurate as and difficult to advanced and expert levels. Both day and night skiing are offered seven COPELAND possible. The current total unit count is approximately 1,346 undeveloped units. days a week. Additionally, there are 32 kilometres of groomed Nordic trails. The Resort THE CHALET HOUSE was named as one of the most amazing snow tubing destinations in Ontario by BlogTO. SLOPESIDE LOCATION OVERVIEW CONDOS LAKE GOLF BEACH HORSESHOE The Property is extremely well located only twenty minutes north of down- VOLLEYBALL town Barrie off Highway 400. The Resort is about a 90-minute drive north The Horseshoe Valley Golf Course is an 18-hole semi-private course located in the north- of downtown Toronto and approximately one hour from the Toronto Pear- eastern portion of the Resort that has tree lined fairways and a tranquil wooded landscape. son International Airport which reported nearly 50 million passengers in 2018. INN AT ADDITIONAL AMENITY PROGRAMMING (FEE-BASED) RESORT DESCRIPTION MINI GOLF HORSESHOE From mid-May to mid-October, activities include treetop trekking, Yamaha ad- Horseshoe Resort is one of Ontario’s top ski resorts. Over the years it has success- ventures, chair-lift rides for a scenic hilltop lookout, mini putt, skateboard and fully expanded its programming to offer exciting year-round recreational pursuits. bike park, an urban slide, disc golf courses and summer camp for kids ages 4 to Its proximity to the GTA, makes Horseshoe Resort an ideal four-season destination 12. In the winter from late December to mid-March, there are activities include for families, couples, corporate groups and recreation associations. The original snowshoeing, fat biking, mini snowmobiling for kids and Yamaha adventures. Inn at Horseshoe is the epicentre of the Resort, housing 101 guest rooms, the Inn Steakhouse, five boardrooms, the spa, whirlpool and indoor and outdoor pools. RENTAL PROGRAM

Third-party condominium owners (“Condo Owner”) wanting to have their unit included ONTARIO RESORT MARKET in the Rental Program, must enter into a rental management agreement with a two-year Ontario has an exceptionally strong tourism market with the Resort locat- term. The Condo Owner may reserve the unit for their personal use, subject to availabil- ed in Region 7 – Bruce Peninsula, Southern Georgian Bay and Lake Sim- ity. The Condo Owner pays Skyline a management fee of 50% of the Adjusted Room coe. The region attracts some 11.5 million person visits annually (2016). Revenue, as defined in the agreement.

MEETINGS AND CONFERENCES

Horseshoe Resort has almost 13,000 sq. ft. of versatile function space, including approximately 3,000 sq. ft. of outdoor tented space. The Resort’s proximity to the GTA makes it an excellent choice for groups up to 260 people.

LAKE HORSESHOE

Lake Horseshoe is a three-acre, man-made lake at the base of the ski hill that opened in 2017. During the summer the Lake extends the Resort’s programming to include beach and waterfront activities, while in the winter it significantly enhances the Resort’s snow-making capabilities by adding some nine million gallons of water for the process. Horseshoe Resort – Summer Aerial Horseshoe Resort – Winter Aerial

HORSESHOE RESORT 3 CBRE LIMITED, REAL ESTATE BROKERAGE HORSESHOE RESORT 4 CBRE LIMITED, REAL ESTATE BROKERAGE Summary

Address 1101 Horseshoe Valley Road West, Barrie, Ontario

Site Size Approx. 500 acres

• Resort owned: 101 Rooms • Condos in rental program: 60 Lake Horseshoe • Total rentable rooms: 161

Function Space Almost 13,000 sq. ft. Lake Horseshoe is a three acre, man-made lake at the base of the ski hill that opened in 2017. During the summer the • Closest major skil hill to the GTA Ski Facilities • 28 alpine and snowboard trails Lake extends the Resort’s programming to include beach • 32 km of trails and waterfront activities, while in the winter it significantly • Inn Steakhouse: 120 seats enhances the Resort’s snow-making capabilities by adding • Crazy Horse Sports Bar & Grill: 266 seats • Alpine Cafeteria: 225 seats some nine million gallons of water for the process. Other Amenities • Shoe Brew Cafe (Seasonal): 20 seats • Beaver Tails (seasonal concession lease) • Amba Spa

• Golf: 18-hole semi-private • Treetop Trekking • Yamaha Adventures • 18-hole mini putt course • Red Horse Mining Co. Other Activities • Disc golf course • Summer camp • Snowshoeing • Fat biking • Mini snowmobiling • Skateboard and bike park

Management Unencumbered

DISTANCE: 10 KM Union Not unionized POPULATION: 164,000 DISTANCE: 121 KM POPULATION: 8.3 MILLION DISTANCE: 340 KM POPULATION: 13.2 MILLION (1) (1) Canada Only

HORSESHOE RESORT 5 CBRE LIMITED, REAL ESTATE BROKERAGE HORSESHOE RESORT 6 CBRE LIMITED, REAL ESTATE BROKERAGE HOTELS AND RESORTS

BILL STONE* Executive Vice President T 416 815 2371 [email protected]

DEBORAH BOROTSIK** Vice President T 416 815 2347 [email protected]

SCOTT DUFF** Vice President T 647 208 7456 [email protected]

SYLVIA OCCHIUZZI** Senior Associate T 416 874 7264 [email protected]

CORBIN STANILOFF** Senior Associate T 416 847 3243 [email protected]

LAND SERVICES GROUP

JASON CHILD** Senior Vice President T 647 402 7017 [email protected]

* Broker ** Sales Representative

CBRE Limited, Real Estate Brokerage 145 King Street West, Suite 1100 Toronto, ON M5H 1J8

This disclaimer shall apply to CBRE Limited, Real Estate Brokerage, and to all other divisions of the Corporation; to include all employees and independent contractors (“CBRE”). The information set out herein, including, without limitation, any projections, images, opinions, assumptions and estimates obtained from third parties (the “Information”) has not been verified by CBRE, and CBRE does not represent, warrant or guarantee the accuracy, correctness and completeness of the Information. CBRE does not accept or assume any responsibility or liability, direct or consequential, for the Information or the recipient’s reliance upon the Information. The recipient of the Information should take such steps as the recipient may deem necessary to verify the Information prior to placing any reliance upon the Information. The Information may change and any property described in the Information may be withdrawn from the market at any time without notice or obligation to the recipient from CBRE. CBRE and the CBRE logo are the service marks of CBRE Limited and/or its affiliated or related companies in other countries. All other marks displayed on this document are the property of their respective owners. All Rights Reserved. Mapping Sources: Canadian Mapping Services [email protected]; MapPoint, DMTI Spatial, Environics Analytics, Microsoft Bing, Google Earth 08/19. HORSESHOE RESORT 7 CBRE LIMITED, REAL ESTATE BROKERAGE CONFIDENTIALITY AGREEMENT To: Skyline Investments Inc. (the “Vendor”) c/o CBRE Limited (“CBRE”) To the Attention of: Bill Stone [email protected] 145 King Street West, Suite 1100 Deborah Borotsik [email protected] Toronto, ON M5H 1J8 Scott Duff [email protected] Sylvia Ochiuzzi [email protected] Fax: 416 362 8085 Corbin Staniloff [email protected] Jason Child [email protected]

Re: Horseshoe Resort, as well as development lands associated with the property (collectively, “the Property”):

The undersigned (the “Recipient”) hereby acknowledges and agrees as follows:

1. CBRE agrees to provide the Recipient with information pertaining to the Property, including but not limited to, an Information Memorandum and information provided directly, verbally or written, or within a Data Room, which collectively constitutes confidential information proprietary to the Vendor (the "Confidential Information").

2. The Recipient shall not directly or indirectly disclose the Confidential Information or that any discussions are taking place, to any person, firm, corporation, partnership, association or other entity, except as hereinafter provided or otherwise required by law, and shall protect such Confidential Information from disclosure by exercising a standard of care sufficient to preserve its confidential nature.

3. The Recipient shall be permitted to disclose the Confidential Information to consultants, directors, officers, employees and agents of the Recipient as needed for the evaluation thereof provided that each are notified of the obligations contained herein and the Recipient remains fully responsible to CBRE and the Vendor for any breach of this Confidentiality.

4. The Recipient’s right to receive information hereunder may be terminated by CBRE or the Vendor at any time upon written notice to the Recipient whereupon the Recipient shall remit and surrender to CBRE or destroy, without any cost to CBRE or the Vendor, the Confidential Information, and all notes and writings in respect thereof, which the Recipient, its consultants, directors, officers, employees and agents may have in their possession at that time.

5. The obligations imposed on the Recipient shall not apply to any information which is in the public domain or which is received by the Recipient in good faith from a third party which did not acquire such information directly or indirectly from CBRE or which has an independent right to such information.

6. The Recipient acknowledges that CBRE and the Vendor make no representations or warranties, expressed or implied, as to the accuracy, completeness or otherwise of the Confidential Information and that CBRE and the Vendor shall have no liability resulting from the use of such Confidential Information.

7. The Recipient hereby agrees to indemnify CBRE and the Vendor against any damages, liability or expense (including legal fees and disbursements) caused to CBRE or the Vendor, and arising from any breach by the Recipient of its obligations under the terms of this Agreement.

8. The Recipient acknowledges and agrees that it has had the opportunity to obtain independent legal advice as to the terms and conditions of this agreement and has either received same or expressly waived its right to do so.

9. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.

10. This Agreement shall not be assigned without the prior written consent of the parties hereto.

11. If any provision of this Agreement shall be held invalid or unenforceable, such validity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction.

12. This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, legal personal representatives, successors and permitted assigns.

13. The Recipient hereby acknowledges that the Property was not introduced by any other registered real estate agent or intermediary and agrees to work directly with CBRE.

Dated at ______, this _____day of ______, 2019.

______(Recipient Signature) (Witness) Name ______Company ______Address ______Telephone/Fax ______/ ______Email ______