FORM 45-106F2 - OFFERING MEMORANDUM FOR NON-QUALIFYING ISSUERS FOR PURCHASERS IN ALBERTA, BRITISH COLUMBIA, MANITOBA, NEW BRUNSWICK, NEWFOUNDLAND AND LABRADOR, NOVA SCOTIA, ONTARIO, PRINCE EDWARD ISLAND AND SASKATCHEWAN Date: May 15, 2017 The Issuer Name: The Greybrook Markham V Trust (the “Trust”) Head office: 890 Yonge Street, 7th Floor, Toronto, Ontario, M4W 3P4 Phone #: (416) 322-9700 E-mail address: [email protected] Fax #: (416) 322-7527 Currently listed or quoted? No. These securities do not trade on any exchange or market. Reporting issuer? No. SEDAR filer? No. The Offering Securities offered: Units of the Trust (“Trust Units”). Price per security: $100. Minimum/Maximum Minimum: $4,000,000 (40,000 Trust Units), subject to the setting of a lower offering: minimum by Greybrook Realty Partners Inc., the administrator of the Trust (“Greybrook Realty” and, in its capacity as the administrator of the Trust, the “Administrator”), acting in its sole discretion. Maximum: $23,575,000 (235,750 Trust Units). Funds available under the Trust Units Offering may not be sufficient to accomplish our proposed objectives. Minimum subscription $25,000 (250 Trust Units), subject to the Agent’s right, at its sole discretion, to amount: accept a subscription which is for less than the minimum subscription amount. Payment terms: Certified cheque, bank draft or wire transfer. Proposed closing date(s): June 6, 2017. The closing of the offering of Trust Units (the “Trust Units Offering”) is subject to, and must take place concurrently with the closing of the offering (the “Offering”) of units of limited partnership interest (“LP Units”) in Greybrook Markham V Limited Partnership (the “Partnership”) (or in the event that there should occur more than one closing of the Offering, concurrently with each such closing). The closing of the Trust Units Offering (and in the event there should occur more than one closing, the initial closing) and the closing of the Offering (and in the event there should occur more than one closing, the initial closing) shall not take place unless and until the total number of 235,750 LP Units has been subscribed for. Income tax consequences: There are important tax consequences to these securities. See item 6. Selling agent? Yes, Greybrook Securities Inc. (the “Agent”) or other dealers appointed by the Agent. See item 7. Resale restrictions: You will be restricted from selling your securities for an indefinite period. See item 10. 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. 2 Appendix C and Defined The Trust invests, indirectly, solely in LP Units. Attached hereto as Appendix C Terms: and forming part of this Offering Memorandum is a confidential offering memorandum of the Partnership dated May 15, 2017 (the “OM”). Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the OM. All of the schedules to the OM (including, without limitation, the investor presentation attached thereto as Schedule “C”) are deemed to be incorporated herein by reference. To the extent that the contents of this Offering Memorandum conflict with the OM, this Offering Memorandum shall prevail. 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. 3 Item 1: Use of Available Funds 1.1 Funds Assuming min. offering(1)(2) Offering(2) A. Amount to be raised by this offering $4,000,000(1) $23,575,000 B. Selling commissions and fees $320,000(3) $1,886,000(3) C. Estimated offering costs (e.g., legal, accounting, audit) $1,424,200(4) $2,011,450(5) D. Available funds: D = A - (B+C) $2,255,800 $19,677,550 E. Additional sources of funding required $17,411,750(1)(6)(7) See note (7) F. Working capital deficiency $0 $0 G. Total: G = (D+E) - F $19,667,550 $19,677,550 Notes: (1) The closing of the Trust Units Offering (and in the event that there should occur more than one closing, the initial closing) must take place concurrently with the closing of the Offering (and in the event there should occur more than one closing, the initial closing). The initial closing of the Trust Units Offering and the Offering shall not take place unless and until the total number of 235,750 LP Units has been subscribed for. (2) Assumes amounts will be paid in cash. (3) The Agent will not be paid any selling commissions by the Trust. However, since the proceeds of the Trust Units Offering will be used by the Trust to acquire, indirectly, LP Units in the Offering, the sale of Trust Units will give rise to the payment, by the Partnership to the Agent, of a selling commission of $8 for each LP Unit sold, which is equivalent to 8% of the subscription price per Trust Unit. (4) The Trust will not pay any offering costs or fees directly. However, since the proceeds of the Trust Units Offering will be used by the Trust to acquire, indirectly, LP Units in the Offering, the sale of Trust Units will give rise to the payment, by the Partnership to the Administrator, of the following fees: $120,000 (representing the Structuring Fee), $200,000 (representing the Reporting Fee), $550,000 (representing the Cash Distribution Services Fee), $439,950 (representing the Offering and Maintenance Costs) and $114,250 (representing the Offering Expenses to be paid to the Agent). (5) The Trust will not pay any offering costs or fees directly. However, since the proceeds of the Trust Units Offering will be used by the Trust to acquire, indirectly, LP Units in the Offering, the sale of Trust Units will give rise to the payment, by the Partnership to the Administrator, of the following fees: $707,250 (representing the Structuring Fee), $200,000 (representing the Reporting Fee), $550,000 (representing the Cash Distribution Services Fee), $439,950 (representing the Offering and Maintenance Costs) and $114,250 (representing the Offering Expenses to be paid to the Agent). (6) This amount equals the amount of net proceeds of the Offering generated by sales of LP Units to purchasers other than the Trust (indirectly). (7) In connection with the Project, the Partnership entered into a joint venture agreement (the “Joint Venture Agreement”) with Anguria Investments Inc. (“Treasure Hill”) (as bare trustee for certain beneficial owners), Hebrides Structures Design Ltd. (the “Minority Venturer”) and Hebrides Structures Design (BT) Ltd. (the “Nominee”) (the Partnership, Treasure Hill and the Minority Venturer, collectively, the “Joint Venturers”) to govern the co-ownership of the Property and the completion of the Project. The total capital contribution to be contributed to the Project by the Joint Venturers will be $23,150,000 (the “Total Capital Contribution”), of which: (i) the Partnership will contribute $19,675,185, or 84.99% (the “Partnership Capital Contribution”), (ii) Treasure Hill will contribute $3,470,185, or 14.99%, and (iii) the Minority Venturer will contribute $4,630, or 0.02%. In addition to the Total Capital Contribution, it is anticipated that a mortgage (the “Mortgage”), in the minimum principal amount of $42,860,000 (and a greater registered amount), will be required in order to fund the payment of that portion of the then remaining outstanding balance of the Property Purchase Price not being funded by way of the First Deposit, the Second Deposit, the Third Deposit and a cash payment, funded using part of the proceeds of the Total Capital Contribution, in the anticipated amount of $1,790,000. Treasure Hill will be responsible for procuring the Mortgage and the Joint Venture Agreement provides that any Project Financing required, from time to time, will be obtained to the maximum extent possible by way of non-equity interim or long-term mortgage financing. Treasure Hill will be responsible for arranging for or providing Project Financing, either by way of a third party loan or by providing a loan itself or a combination of both. The Partnership will have no obligation to contribute any cash to the Joint Venture or the Project that is additional to its share of the Total Capital Contribution (being the amount of the Partnership Capital Contribution). See page A-6 of Schedule “A” to the OM under “Selling Commissions”. See also page A-6 of Schedule “A” to the OM under “Use of Proceeds”. See also pages A-15 - A-16 of Schedule “A” to the OM under “Subscription Procedure”. See pages 1 – 6 of the OM under “Summary”. See also pages 14 - 15 of the OM under “Business of the Partnership – The Joint Venture Agreement – Total Capital Contribution”. See also pages 15 - 16 of the OM under “Business of the Partnership – The Joint Venture Agreement – Additional Financing”. See also pages 29 - 34 of the OM under “Plan of Distribution”. 4 1.2 Use of Available Funds All of the proceeds of the Trust Units Offering will be used to subscribe for, and acquire, units of The Greybrook Markham V Sub-Trust (the “Sub-trust”), in a number equal to the number of Trust Units sold in the Trust Units Offering. Such units will constitute all of the issued and outstanding units of the Sub- trust at all times. The Sub-trust, in turn, will use all of the proceeds of sale of such units to subscribe for, and acquire, LP Units in the Offering, in a number equal to the number of Trust Units sold in the Trust Units Offering.