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A Unique Offering

All information and data in this document has been made available to 328 Realty Ltd by sources deemed reliable but its accuracy is not guaranteed. Pro-spective buyers are advised to seek independent logal and tax advice.

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178 Holdings was originally registered extra-provincially in the Yukonon August 18, 1992, under the name of 178 Holdings (Yukon) Inc.The company was formed as a holdco, a corporate container of realestate assets in British Columbia. It had a single non resident director

The company was part of a group of companies all of which, with theexception of 178, were domiciled in the Cayman Islands. All compa-nies, including 178, were part of a consortium of tax-oriented cor-porate vehicles designed and implemented by the then Freeman &Company and the erstwhile law firm of Ladner Downs which are nowBorden Ladner Gervais.

The Cayman entities were Granville Court Apartments Ltd and 1228NCA Apartments Ltd. Each company held a single rental apartmentbuilding located in Vancouver. The two Cayman companies wereheld by DK-17 Holdings Inc, the beneficial owner. The Yukon com-pany held a cluster of properties in other areas of Greater Vancouverand the Fraser Valley.

All properties were subsequently disposed of. This was followed by

an extensive corporate reorganization executed by Borden LadnerGervais and the chartered accounting firm of Vohora & Company.The structural remake included a continuance of all external entitiesback to British Columbia, and amalgamation of all companies under asingle corporate name of 178 Holdings BC Inc.

The company's legal counsels consist of Barry Chase who advisesthe company on real estate matters, Richard Bennett on tax mat-ters, and Brian Thoms on corporate matters. Richard Bennett wasthe original architect of the Cayman structure and the three lawyers,together with the company's chartered accountant Jeremy Pierce of

Vohora, masterminded the continuance and amalgamation process,which was consummated at 12:01 AM on January 1, 2012.

All documents pertinent to the facts provided in this introduction,including detailed financials, are available for review during duediligence. Due to the highly sophisticated nature of the offering andits background, interested parties, either direct prospects or agentsrepresenting their clients, are advised to consult their lawyers andaccountants in order to fully understand the unique opportunity of thisoffering. This caveat applies to all aspects of this offering.

The Company

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Brief Fanancil Information

Despite the lengthy history of the company, dating back over twodecades, the financial data that are truly relevant are those of therecent two years since the continuance and amalgamation processbegan in 2011 and was consummated at the start of Q1 in 2012. Asa result, financial statements for 2011 and 2012 will be made avail-able to a buyer during due diligence.

178 has a simple, uncluttered set of financials. It is in a dormant stateof existence awaiting final liquidation. It has no twists and turns offinancial or legal machinations. It sports the vision, as it were, of sim-

plicity and innocence.

To the initiated, however, this is an opportunity. An opportunity tomake use of its tax free pipeline, its accumulation of non capital loss-es, and the potential to profit from a real estate development in theplayground of BC near its border with oil rich Calgary and Banff.

It will become evident, by a review of the company's balance sheetsfor 2011, that cash accounts for over 99% of its Current Assets and54% of Total Assets. In absolute terms, Asset Cash is in multiples of

seven figures. Long Term Cash represents 45.9% of Total Assetsvested in a single real estate investment referred to above.

The 2012 financials are under preparation by its chartered account-ing firm, Vohora, and is expected to be ready shortly, but certainlyin time for due diligence. The financial metrics for this period shouldremain closely parallel to those in the prior year.

What is significant is the shareholder section of its balance sheets.There are over $9 million of shareholder loan and nearly $3 millionof non capital losses on the books. The following section provides a

glimpse of these debt and capital items, and how they may be bene-ficially employed by the next owner under advice from its tax profes-sionals. Full details to be provided in due diligence.

During due diligence, a dialog is expected between seller's tax andlegal professionals and their counterparts acting for a buyer. Arrange-ments will be made for this communication channel to be set up toassist buyers under advice from their respective professionals.

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Potential Benefits Of The Offering

When cash is vacated from its financial veins, as indeed it will so

happen, 178 will have left just three things of value:

1. The shareholder loan, the payload in the tax free pipeline ('TFP');2. The non capital losses, for cnditional use by a buyer ('NCL'); and,3. A partial ownership interest ('POI') in the said real estate invest-ment with the potential of profit sharing.

The numbers in the following paragraphs are pro forma and subjectto verification by the professionals. They are presented in 'frozen'state, as it were, in order to faciliate understanding of the matter at

hand. 178 is a going concern.The Shareholder Loan

When cash is repatriated to seller, the remaining payload in the TFPwill be in the region of $6,000,000. This will become clear by a re-view of the balance sheet. The payload can be withdrawn ad infini-tum. How a prospective buyer may make effective use of this TFP isa matter for discussion between buyer and its tax professionals.

The Non Capital Losses

At the end of fiscal 2011, NCL totaled approximately $3,000,000.A modest increase is expected in fiscal 2012, which will be furtherincremented at final accounting. To make use of this type of losses, abuyer must be conducting business of a nature akin to 178. A pro-spective buyer should discuss this proviso with its tax professionals.Fact remains, to the right party and subject to provisions of the In-come Tax Act, this could be an added bonanza.

The Investment (POI)

178 has on its books a partial ownership in a limited partnership fromGenesis Land Development Corporation, the second largest com-munity developer in Calgary. This investment has a book value, as atyear end 2011, of $2,879,194. The development is in the Spur Valleyof BC, close to its border with Calgary. The POI could yield goodreturns due to its profit sharing provision, but also entails wait time.

Details of this investment will be provided during due diligence.

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The Asking Price

Three Million Six Hundred Thousand

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Contact:Andre Ip

328 Realty Ltdandre.ip@328realty.com

604.338.2288