Squire Mortgage Investment Corporation

Business Overview

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This document is for general information purposes only and is not an offer to sell or a solicitation of an offer to buy any security and is not intended as financial or investment advice. This document does not constitute an offering memorandum under applicable

Canadian Securities laws. Any offering of securities will only be conducted using documentation prepared in accordance with applicable law. The offering documents should be read before making any decision to invest. This document does not discuss the risks associated with real estate investments. This document may also contain forward looking information that may be subject to

risks and changes. Past performance is no guarantee of future results. Future periods of the real estate market may not be as favorable. © 2017 Squire Mortgage Investment Corporation

Overview • Squire Mortgage Investment Corporation (Squire MIC) invests in relatively low risk, high yield mortgage

opportunities. A MIC is a flow-through vehicle for tax purposes and is required to distribute 100% of its annual net income to shareholders, thereby avoiding double taxation.

• All loans are secured by real property and revenues are generated through interest earned and associated financing fees

• Typical deals include 1st & 2nd residential & commercial mortgages; Equity, Construction & Improvement loans

• Squire MIC uses channel partners for deal origination - mortgage brokers, real estate agents, lawyers, etc.

• Squire MIC is managed by Squire Management Inc.; SMI is licensed as a Mortgage Administrator by Financial Services Commission of Ontario (FSCO License #12565)

• Squire Management is not a mortgage broker; all mortgages are facilitated through an accredited Mortgage Broker

• Squire Management adheres to detailed lending guidelines

• Funds are raised through the offering of Squire MIC Preferred Shares. Shares are available through select Exempt Market Dealers (EMD) and Investment Industry Regulatory Organization of Canada (IIROC) Dealers

• A target annual yield of 8.0% is paid to investors via a quarterly dividend. The dividend may be reinvested through a Dividend Reinvestment Plan (DRIP); and the investment is qualified for inclusion in an RRSP, RRIF, RESP, TFSA, or DPSP

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SMIC Investors

Quarterly dividends 100% of net income

Loans

Interest Bank credit line

Mortgage Interest Financing Fees

Secured Mortgage Portfolio • Residential & Commercial 1st and 2nd • Equity loans • Construction loans

Responsible for directing the affairs and managing the business of SMIC

including management of the mortgage portfolio

Class ‘A’ Preferred Shares

Management Fees

Financing Fees

Annual audit of SMIC financial statements Registered fund eligibility opinion

Registered plan trustee for qualified investments in an RRSP, RRIF, RESP, TFSA, or DPSP.

MIC Manager

Squire MIC Overview

Corporate Structure Mortgage Fund: Squire Mortgage Investment Corporation Squire MIC Manager: Squire Management Inc. Selling Agents: Select EMD and IIROC Dealers Registered Plan Trustee: Computershare Auditor: BDO Canada LLP Corporate Counsel: WeirFoulds LLP

Squire MIC must adhere to the Income Tax Act section 130.1 – the notable rules: • The MIC must have at least 20 shareholders • No Shareholder may hold more than 25% of any class of share of the MIC • At least 50% of the MIC’s assets must be invested in residential mortgages and/or cash deposits • Up to 25% of the MIC’s assets may be held as direct investment in real estate, but it may not develop land

or engage in construction • 100% of the MIC’s net income must be distributed to its shareholders • All investments must be in Canada, but investment capital can be accepted from outside of Canada • Annual financial statements of the MIC must be audited • The MIC may employ financial leverage by using debt to partially fund assets

Required to qualify for & maintain the Squire Management Mortgage Administrator license: • Background check of all principals • Qualification for Errors and Omissions insurance • Adherence to all Standards of Practice and Guidelines • Annual audit of financial statements and in trust bank accounts • Filing of Annual Information Return – details all business conducted by the Administrator • Maintenance of a minimum capitalization level

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History

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2007: The principals of Squire MIC have worked in senior leadership positions together for more than 10 years

2011: The principals were lead investors/advisors to ClearPath Financial, a mortgage fund from 2011 - 2013

2013: A new mortgage fund, Squire Financial was formed utilizing friends and family money

Both ClearPath and Squire Financial operated with a zero net impaired loan record

2014: Having proven the model the principals began to seek institutional funds to grow aggressively

An agreement was reached with a Wealth Management firm with 2 mortgage mutual funds

• Mutual funds are required to purchase mortgages and have 3rd party mortgage administration

Squire Management was incorporated and licensed as a Mortgage Administrator by FSCO

• Squire Financial originates and underwrites the loans and sells them to the mutual fund

• Squire Management administers the mortgages on behalf of the funds

2016: Squire MIC was incorporated to provide a tax efficient vehicle for retail investors

• Investors funds are pooled and invested in loans secured by real property

Industry Overview The mortgage business in Canada has changed dramatically over the past few years creating a significant squeeze on credit availability

2008: Maximum amortization period reduced from 40 years to 35 years Home buyers required to have a minimum down payment of 5% up from 0% down previously New loan documentation standards introduced

2010: Stress testing for insured mortgages at the Bank of Canada’s 5-year posted rate Maximum amount borrowers can refinance reduced to 90% from 95% Loan to Value (LTV) Non-owner occupied investment properties required to have a minimum 20% down payment

2011: Maximum amortization periods for government-backed insured mortgages reduced to 30 years from 35 years Maximum amount borrowers can refinance reduced to 85% from 90% LTV Maximum amortization period reduced to 25 years from 30 years

2012: Maximum amount borrowers can refinance reduced to 80% from 85% LTV Gross Debt Service ratio limited to 39% of income (GDS = income spent on mortgage, property taxes and heating) Total Debt Service ratio limited to 44% of income (TDS = household income spent on all debts including the mortgage) Insured mortgages limited to homes priced at < $1M. Homes > $1M must have a minimum down payment of 20% Homeowners limited to borrowing 65% of their homes value through HELOC’s (down from 80%)

2016/17: Down payment on the portion of a home value > $500K raised to 10% from 5% Al insured loans must qualify for insurance at the Bank of Canada five-year fixed posted rate Stress test for uninsured mortgages at the greater of Bank of Canada 5-year benchmark or contract rate +2% Increased scrutiny on LTV ratio limits including no bundling of mortgages to circumvent LTV limits

With unsecured consumer debt at record highs in one of the most leveraged periods of consumer spending in recent history, these recent changes were implemented to force the hand of the average consumer to clean up the family balance sheet.

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The Opportunity • Industry changes have created an opportunity to provide flexible financing options

• The Office of the Superintendent of Financial Institutions guidelines on Mortgage Underwriting Principles for regulated, deposit taking, tier 1 lenders (i.e. banks) ensure prudent residential underwriting. Mortgage renewals now trigger an automatic review of the applicant’s financial position subject to the more stringent lending criteria.

As a result:

Many do not meet the new standards and are unable to renew - despite mortgages in good standing Many cannot meet the new debt service ratios and are denied loans - despite sufficient LTV Many self-employed (a significant and growing portion of the Canadian economy) have a difficult time

proving income, or keep their income low for tax purposes, which has increased loan rejections Many are denied loans due to credit issues, creating a need to consolidate and repair debt - including

consumer proposals Many new immigrants are asset rich, but cash poor, and/or have limited credit history and do not qualify In addition, more onerous terms for commercial real estate borrowers has increased credit demand

• Squire has greater flexibility in these areas than tier 1 lenders and can help fulfill this demand while still employing a disciplined underwriting approach to reduce the risk of bad debts

• Canadians have historically been very prudent borrowers. Less than 0.5% of all mortgage holders with the country’s largest banks are in arrears. This number has been stable for more than two decades, in times of high and low unemployment and/or interest rates, and a strong or weak Canadian dollar. 8

Lending Guidelines

• Focus on preservation of capital by selecting loans that meet our underwriting guidelines o Urban areas where home prices are stable or rising; within close proximity to a sizable urban centre o Eligible properties include Single Family Detached, Townhouse, Condo, Rental, Multiplex, mixed use commercial o Typical home values in the range of $250K - $850K with typical 2nd mortgage values <$100K o Residential Loan To Value (LTV) up to 85% on a select basis o All factors considered in ability to pay including Total Debt Service (TDS) o Credit class based on credit report and mortgage payment history

• Extensive quantitative and qualitative analysis for each loan

o Assessment of credit bureau report and all debt obligations o Review all documentation for adherence to guidelines including; mortgage application, proof of income, status

of all applicable taxes, LTV, TDS, any other items deemed pertinent o Review accredited appraisers valuation of the secured property

• All lending in Ontario with an emphasis on the technology triangle of Kitchener-Waterloo, Guelph,

Cambridge - select deals in the GTA

• Squire MIC will adjust its guidelines based on market conditions and portfolio performance o Any significant update to underwriting guidelines would require a Board of Directors resolution and an update

to the Squire MIC Offering Memorandum

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Preserve Capital • Investments are secured by real property with conservative risk profiles • Strict adherence to underwriting guidelines • Maximum residential mortgage loan duration is typically one year

Generate Stable Income • Deliver stable cash flow while substantially growing assets under management • Ensure competitively priced products that meet customer needs and provide a competitive return for investors • Target annual return of 8.00% to investors - paid quarterly (8.24% with DRIP)

Increase deal flow • Expand traditional channels • Supplement with a direct sales force • Geographic expansion beyond Ontario

Increase sources of capital • Private investment • Institutional partners • Leverage

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Objectives

Seconds Firsts

Interest Rate 10%-14% 7%-9%

Financing Fees from 1.5% from 1.5%

Average Loan Size $65,000 $350,000

Max LTV 85% 75%

Average ROR 13%-14% 8%-9%

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Squire MIC Offering Summary

The Issuer: Squire Mortgage Investment Corporation Currently listed or quoted: No. These securities do not trade on any exchange or market. Reporting Issuer: No

Securities Offered: up to 50,000,000 Class A Preferred Shares, of the Corporation Price per Security: $1.00 per Preferred Share Maximum Offering: The maximum offering is $50,000,000 Proposed Closing Dates: All accepted subscriptions will be effective on the last business day of each month Offering Jurisdictions: Offered to investors resident in each of the Provinces of Canada Income Tax Consequences: Qualified investment for inclusion in an RRSP, RRIF, RESP, TFSA, or DPSP Resale Restrictions: Yes Selling Agents: Select EMD and IIROC Dealers Referral Fees: The Corporation may pay referral fees in certain circumstances

The Manager: Squire Management Inc. Management Fee: Up to 2.5% per annum of the gross assets of the Corporation

Redemption Rights: Series I shares 1 year non redemption; Series II subject to redemption schedule Dividend Reinvestment Plan: Yes Subscription Qualification: Accredited Investor; Minimum Amount; Offering Memorandum Risk Factors: See Offering Memorandum for complete details of all Risk Factors

Target Investor Return: 8.00% annual; paid quarterly (8.24% with DRIP)

Management Bios

Chris Waters - President Chris has over 25 years of business development, sales, marketing, financial and general management experience. He has held progressively senior positions in various high tech and renewable energy firms. He has been part of the corporate finance teams that have raised in excess of $200M in the public and private markets and government grants. He was the VP/GM responsible for the sale of a $250M division of Automation Tooling Systems including projects, manufacturing equipment and IP. He has led business development teams with Blackberry, ARISE Technologies Corp, and ATS that have sold more than $1B in hardware, software, and energy products. Chris is a senior adviser and investor with King Street Holdings, a property developer and manager, currently holding 450+ apartments, condos and several commercial units. Chris was a founding partner in a private mortgage lender that funded mortgages from 2011 to mid-2013. In 2013, Chris co-founded Squire Financial Inc. to help meet the growing demand for alternative financial products brought about by the tightening regulatory environment. Squire Financial has not had a loss on any loan since inception. Chris received his MBA from McMaster University and his BA in Economics from Wilfrid Laurier University. He has also successfully completed the Canadian Securities Course and Exempt Market Products Course

Dave Chornaby - Vice President

Dave has over 35 years of broad operational, general management and financial management experience. He has led finance teams that raised in excess of $200M in public and private markets. He has held senior finance positions with major corporations including Hewlett-Packard and General Electric and was previously CFO and Corporate Secretary for a TSX listed multinational renewables company. He was the finance lead responsible for the sale of the ATS Automation Tooling Systems Inc.'s solar division assets. In 2013, Dave co-founded Squire Financial Inc., a private lender specialized in non-conventional mortgages. Squire Financial and its affiliates have not had a loss on any loan since inception. Dave is a Chartered Professional Accountant (CPA, CMA), and is a Business Administration graduate of Ryerson University. He has also successfully completed the Exempt Market Products Course.

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Thank You!

Office: 28 Erb Street East, Waterloo, ON N2J 1L6 519.804.6948 Web: www.squirefinancial.ca Investors: ir@squirefinancial.ca General: info@squirefinancial.ca Chris Waters Dave Chornaby chris.waters@squirefinancial.ca dave.chornaby@squirefinancial.ca M: 519.497.5611 M: 519.497.2351

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