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: March 4, 2019 The Issuer Name: The Greybrook Kitchener 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: Class A units of the Trust (“Class A Trust Units”) and class B units of the Trust (“Class B Trust Units” and, together with the Class A Trust Units, the “Trust Units”) Price per security: $100 per Class A Trust Unit and US$100 per Class B Trust Unit Minimum/Maximum Minimum: $4,000,000 of at least one class of 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: $8,845,000 of Trust Units Funds available under the offering of the Trust Units (the “Trust Units Offering”) may not be sufficient to accomplish our proposed objectives. Minimum subscription 250 Class A Trust Units ($25,000) amount: 250 Class B Trust Units (US$25,000) In each case, subject to the right of the Trust, at its sole discretion, to accept a subscription that is for less than the minimum subscription amount. Payment terms: Certified cheque, bank draft or wire transfer. Proposed closing date(s): April 23, 2019 or such earlier or later date as may be agreed to by the Trust and the Lead Agent (defined below). The closing of the Trust Units Offering may take place in one or more closings, provided that the initial closing of the Trust Units Offering shall take place concurrently with the closing of the offering (the “Offering”) of units of limited partnership interest (“LP Units”) in Greybrook Kitchener Limited Partnership (the “Partnership”) or, in the event that there should occur more than one closing of the Offering, concurrently with the first such closing. The initial closing of the offering of Trust Units Offering and the Offering shall not take place unless and until the total amount of $8,845,000 of LP Units has been subscribed for. Income tax consequences: There are important tax consequences to these securities. See item 6. Selling agent? Yes. Greybrook Securities Inc., as lead agent (the “Lead Agent”), or through other dealers appointed by the Trust that are acceptable to the Lead Agent (the “Co- Agents”) or through other dealers appointed by the Lead Agent. In this Offering Memorandum, the Lead Agent and the Co-Agents are sometimes referred to, collectively, as the “Agents”. See item 7. Resale restrictions: You will be restricted from selling your securities for an indefinite period. See item 10. Purchaser’s rights: You have 2 business days to cancel your agreement to purchase these securities. If there is a misrepresentation in this Offering Memorandum, you have the right to sue either for damages or to cancel the agreement. See item 11. No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this Offering Memorandum. Any representation to the contrary is an offence. This is a risky investment. See item 8. Appendix C and Defined The Trust will invest in Class C LP Units (as described below). Attached hereto as Terms: Appendix C and forming part of this Offering Memorandum is a confidential offering memorandum of the Partnership dated March 4, 2019 (the “OM”). Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the OM. All of the schedules to the OM (including, without limitation, the investor presentations attached thereto as Schedule “C”) are incorporated herein by reference. To the extent that the contents of this Offering Memorandum conflict with the OM, this Offering Memorandum shall prevail. Currency: All dollar amounts in this Offering Memorandum are in Canadian dollars, unless otherwise indicated. References to “Canadian dollars” and “$” are references to the currency of Canada, and references to “US dollars” and “US$” are references to the currency of the United States of America (the “United States”). 3 Item 1: Use of Available Funds 1.1 Funds Assuming min. offering(1)(2) Assuming max. offering(2) A. Amount to be raised by this offering $4,000,000(1) $8,845,000 B. Selling commissions and fees $320,000(3) $707,600(3) C. Estimated offering costs (e.g., legal, accounting, audit) $888,050(4) $1,033,400(5) D. Available funds: D = A - (B+C) $2,791,950 $7,104,000 E. Additional sources of funding required $4,312,050(1)(6)(7) See note (7) F. Working capital deficiency $0 $0 G. Total: G = (D+E) - F $7,104,000 $7,104,000 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. Class C units of limited partnership interest in the Partnership (“Class C LP Units”) will be issued only to the Trust and shall be purchased using the proceeds of the Trust Units Offering. The initial closing of the Trust Units Offering and the Offering shall not take place unless and until $8,845,000 of LP Units have been subscribed for. (2) All dollar amounts are in Canadian dollars, unless otherwise indicated. The Trust will convert all proceeds of the sale of Class B Trust Units, which it will receive in US dollars, into Canadian dollars at the Closing Exchange Rate. (3) The Agents 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 Class C LP Units, the sale of Trust Units will give rise to the payment, by the Partnership to each Agent, of a selling commission of 8% of the subscription price per Trust Unit that it sold in the Trust Units Offering. (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 Class C LP Units in the Offering, the sale of Trust Units will give rise to the payment, by the Partnership to Greybrook Realty, of the following fees: $120,000 (representing the Structuring Fee), $245,000 (representing the Reporting Fee), $150,000 (representing the Cash Distribution Services Fee), $322,500 (representing the Offering and Maintenance Costs) and $50,550 (representing the Offering Expenses to be paid to the Lead Agent). The figure presented does not include the Success Fee, the Contingent Reporting Fee or the Early Sale Fee, as they will not be paid out of the proceeds of the Offering and it is not certain that they will ever be payable. The Success Fee, the Contingent Reporting Fee and the Early Sale Fee, if any or all of them become payable, will be paid out of the Partnership’s portion of the Remaining Distribution. (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 Class C LP Units in the Offering, the sale of Trust Units will give rise to the payment, by the Partnership to Greybrook Realty, of the following fees: $265,350 (representing the Structuring Fee), $245,000 (representing the Reporting Fee), $150,000 (representing the Cash Distribution Services Fee), $322,500 (representing the Offering and Maintenance Costs) and $50,550 (representing the Offering Expenses to be paid to the Lead Agent). The figure presented does not include the Success Fee, the Contingent Reporting Fee or the Early Sale Fee, as they will not be paid out of the proceeds of the Offering and it is not certain that they will ever be payable. The Success Fee, the Contingent Reporting Fee and the Early Sale Fee, if any or all of them become payable, will be paid out of the Partnership’s portion of the Remaining Distribution. (6) This amount equals the amount of net proceeds of the Offering generated by sales of LP Units to purchasers other than the Trust. (7) In connection with the Project, the Partnership will enter into a joint venture agreement (the “Joint Venture Agreement”) with Kitchener Trussler Development Inc. (“Cityzen”) and Kitchener Trussler Holdings Inc. (the “Nominee”) to govern the co-ownership of the Property (defined below) and the development of the Project. The total capital contribution to be contributed to the Project by the Partnership and Cityzen (collectively, the “Joint Venturers”) will be $8,880,000 (the “Total Capital Contribution”), of which the Partnership will contribute $7,103,112 or 79.99% (the “Partnership Capital Contribution”), Cityzen will contribute $1,775,112 or 19.99% (the “Cityzen Capital Contribution”) and the Nominee will contribute $1,776 or 0.02% (the “Nominee Capital Contribution”). The purchase price of the Property (the “Property Purchase Price”) is $7,700,000 before adjustments. On the closing of the purchase and sale of the Property (the “Property Purchase Closing”), the Property Purchase Price will be satisfied by: (i) the Property Seller taking back a first mortgage on the Property in the principal amount of approximately $3,850,000, which represents approximately 50% of the Property Purchase Price (the “VTB Mortgage”); (ii) applying the full amount of the Deposits (being $300,000) against the Property Purchase Price; and (iii) funding the remaining balance (the “Outstanding Property Purchase Price”) using a portion of the Total Capital Contribution.