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September 1, 2017 the Issuer Name: Skyline Retail Real Estat

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September 1, 2017 the Issuer Name: Skyline Retail Real Estat FORM 45-106F2 OFFERING MEMORANDUM FOR NON-QUALIFYING ISSUERS Date: September 1, 2017 The Issuer Name: Skyline Retail Real Estate Investment Trust (“Skyline Retail REIT”) Head office: Address: 5 Douglas Street, Suite 301 Guelph, Ontario N1H 2S8 Phone #: 519.826.0439 / 1.888.977.7348 E-mail address: [email protected] Fax #: 519.766.8474 Currently listed or quoted? These securities do not trade on any exchange or market. Reporting issuer? No SEDAR filer? No The Offering Securities offered: Units (the “REIT Units”) Price per security: $12.50 per REIT Unit Minimum/Maximum offering: The maximum offering (the “Offering”) of REIT Units is $62,500,000 (5,000,000 REIT Units). There is no minimum. You may be the only purchaser. Funds available under the Offering may not be sufficient to accomplish our proposed objectives. Minimum subscription amount: $50,000 Payment terms: Cheque, bank draft or wire Proposed closing date(s): Closing of sales of REIT Units will occur in stages as REIT Units are subscribed for until December 31, 2017 or January 31, 2018. Income tax consequences: There are important tax consequences to these securities. See Item 6 – Income Tax Consequences and RRSP Eligibility. Selling agent? Yes. Skyline Wealth Management Inc. will act as selling agent in connection with this Offering. See Item 7 – Compensation Paid to Sellers and Finders. Some directors and officers of Skyline Wealth Management Inc. are also Trustees of Skyline Retail REIT. These persons (as well as other shareholders of Skyline Wealth Management Inc.) are also directors, officers and shareholders of Skyline Retail Asset Management Inc. and Skyline Commercial Management Inc. Skyline Wealth Management Inc., Skyline Retail Asset Management Inc. and Skyline Commercial Management Inc. provide services to and receive fees from Skyline Retail REIT. Under applicable securities legislation, Skyline Retail REIT may be considered to be a connected issuer of Skyline Wealth Management Inc. See Item 2.2 – Our Business - Management of Skyline Retail REIT – The Wealth Manager. Resale restrictions You will be restricted from selling your securities for an indefinite period. See Item 10 – Resale Restrictions. Purchaser’s rights You have 2 business days to cancel your agreement to purchase these securities. If there is a misrepresentation in this offering memorandum, you have the right to sue either for damages or to cancel the agreement. See Item 11 – Purchasers’ Rights. No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this offering memorandum. Any representation to the contrary is an offence. This is a risky investment. See Item 8 – Risk Factors. TABLE OF CONTENTS Page GLOSSARY ................................................................................................................................................................ 3 FORWARD-LOOKING STATEMENTS ................................................................................................................ 8 DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................... 9 ITEM 1 USE OF AVAILABLE FUNDS ................................................................................................................ 10 1.1 Funds ........................................................................................................................................... 10 1.2 Use of Available Funds ............................................................................................................. 10 1.3 Reallocation ................................................................................................................................. 10 ITEM 2 BUSINESS OF SKYLINE RETAIL REIT ................................................................................................. 11 2.1 Structure ...................................................................................................................................... 11 2.2 Our Business ............................................................................................................................... 14 2.3 Development of Business .......................................................................................................... 55 2.4 Long Term Objectives ................................................................................................................ 55 2.5 Short Term Objectives and How We Intend to Achieve Them............................................ 56 2.6 Insufficient Funds ...................................................................................................................... 56 2.7 Material Agreements ................................................................................................................. 56 ITEM 3 INTERESTS OF TRUSTEES, MANAGEMENT, PROMOTERS AND PRINCIPAL HOLDERS ................................................................................................................................................ 67 3.1 Compensation and Securities Held ......................................................................................... 67 3.2 Management Experience ........................................................................................................... 69 3.3 Penalties, Sanctions and Bankruptcy ....................................................................................... 70 3.4 Loans ............................................................................................................................................ 71 ITEM 4 CAPITAL STRUCTURE ........................................................................................................................... 71 4.1 Equity Securities ......................................................................................................................... 71 4.2 Long Term Debt Securities...................................................................................................... 724 4.3 Prior Sales .................................................................................................................................... 74 4.4 Redemption History ................................................................................................................ 747 ITEM 5 SECURITIES OFFERED ........................................................................................................................... 76 5.1 Terms of Securities ..................................................................................................................... 76 5.2 Subscription Procedure ............................................................................................................. 80 ITEM 6 INCOME TAX CONSEQUENCES AND RRSP ELIGIBILITY ............................................................ 81 ITEM 7 COMPENSATION PAID TO SELLERS AND FINDERS .................................................................... 85 ITEM 8 RISK FACTORS ......................................................................................................................................... 85 ITEM 9 REPORTING OBLIGATIONS ............................................................................................................... 90 ITEM 10 RESALE RESTRICTIONS .................................................................................................................... 90 10.1 General Statement ...................................................................................................................... 90 10.2 Restricted Period ........................................................................................................................ 90 10.3 Manitoba Resale Restrictions .................................................................................................... 90 ITEM 11 PURCHASERS’ RIGHTS...................................................................................................................... 91 ITEM 12 FINANCIAL STATEMENTS ................................................................................................................. 94 ITEM 13 DATE AND CERTIFICATE ................................................................................................................. 134 APPENDIX 1 PHOTOGRAPHS OF EXISTING PROPERTIES AND RECENT PROPERTY ACQUISITIONS .................................................................................................................................... 135 GLOSSARY “Acquisition and Operating Facility” means a revolving credit facility of up to $15,000,000 for the purpose of funding working capital and mortgage principal repayments. “Adjusted Gross Revenues” means all gross revenues received from the operations of the Properties, not including any non-recurring items (including without limitation refinancing proceeds, sale proceeds, lease buy-outs or similar payments). “Adjusted Unitholders’ Equity” means, at any time, the aggregate of: (i) the amount of Unitholders’ equity; and (ii) the amount of accumulated depreciation and amortization recorded on the books and records of each of Skyline Retail REIT and its Subsidiaries in respect of their properties, in each case calculated in accordance with IFRS. “Asset Management Agreement” means an asset management agreement dated October 8, 2013 between the Asset Manager and Skyline Retail REIT “Asset Manager” means the asset manager engaged by Skyline Retail REIT for the purpose of managing the day-to-day
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