CONFLICTS OF INTEREST
▶ Each of Pyramine Investment Inc. (together with, as the context may require, its direct or indirect subsidiaries including the Limited Partnership, the “Fund” or the “Issuer”), the limited partnership through which it will indirectly make investments (the “Limited Partnership”), the general partner of the Limited Partnership (the “General Partner”), and subsidiary partnerships of the Limited Partnership, and certain of their respective trustees, directors, officers and equity holders (collectively, the “Interested Parties”) are or will be persons who are not at arm’s length with the asset manager of the Limited Partnership, Pyramine Investment Inc.. (the “Agent”), and may be paid for the performance of certain services under various agreements.
▶ Additionally, none of these parties are or will be limited or affected in their ability to carry on other business ventures for their own account, or for the account of others, and are currently, and may in the future be, engaged in the development of, investment in, or management of, businesses that may compete with the business of the Fund and its affiliates.
▶ In addition, one or more of the Interested Parties, may be a principal, director and/or officer of the investment vehicles in which the Limited Partnership invests, and the Agent may be engaged by such investment vehicles to raise funds in one or more offerings.
▶ Certain individuals who are related to Hany Adam, one of the trustees of the Fund and a director of the General Partner, own a significant interest in each of the Agent and Pyramine Investments.
▶ Hany Adam, a principal, director and officer of the Pyramine Investment Inc. , will be a trustee of the Fund and a director and officer of the General Partner and certain other subsidiaries of the Limited Partnership.
▶ The Agent will receive fees under the Agency Agreement and Pyramine Investment Inc., as the sole holder of the Class C Units of the Limited Partnership, will indirectly receive a portion of the Limited Partnership Proceeds distributed by the Limited Partnership. In addition, an affiliate of the Agent and Pyramine Investment Inc., will act as asset manager of the Limited Partnership.
OFFERING MEMORANDUM
This presentation will be incorporated by reference into the Fund’s offering memorandum to be delivered to investors in connection with the Offering (as amended or amended and restated, from time to time, the “Offering Memorandum”). The Offering Memorandum will contain important information in respect of the Offering and the Offered Securities, including various risk factors that may affect an investor’s decision to invest in the Offered Securities. The purchasers of the Offered Securities that have received this presentation may be, upon acceptance by the Issuer of the purchase price for such Offered Securities, granted certain rights of action and rescission. The Offering Memorandum will describe in greater detail the statutory rights of action that may be available to purchasers of the Offered Securities. This presentation should be read in conjunction with and is qualified in its entirety by the disclosure in, the Offering Memorandum.
OFFERING
This presentation relates to the offering of the Offered Securities (the “Offering”) only in certain Provinces of Canada (the “Qualifying Jurisdictions”) and to those persons where and to whom they may be lawfully offered for sale, and only by the persons permitted to sell these Offered Securities. This presentation is not, and under no circumstances is to be construed as, a prospectus or an advertisement or a public offering of the securities described herein in any province or territory of Canada, including Ontario.
No securities regulatory authority in Canada, the United States of America or any other jurisdiction has reviewed or in any way passed upon this presentation or the merits of the Offered Securities and any representation to the contrary is an offence.
The Issuer is not a reporting issuer or the equivalent thereof under the securities legislation of any jurisdiction. The Offered Securities will not be listed on any stock exchange and there is no primary or secondary market for such Offered Securities, nor is it anticipated that such market will develop. The Offered Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to U.S. persons.
Any offer or sale of the Offered Securities will only be made on a private placement basis, under an exemption from the requirement that the Issuer prepare and file a prospectus with the relevant Canadian Securities regulatory authorities in the Qualifying Jurisdictions. The offers and sales of the Offered Securities will be made through the Agent, which is registered as an exempt market dealer under applicable securities laws.
The Offered Securities will not be sold until subscribers have executed and delivered subscription agreements approved and accepted by the General Partner, on behalf of the Fund, and the Agent. The Fund and the Agent reserve the right to reject all or part of any offer to purchase the Offered Securities for any reason, or allocate to any prospective purchaser less than all of the Offered Securities for which such purchaser has subscribed.
OFFERING
Resale Restrictions
As the distribution of the Offered Securities in the Qualifying Jurisdictions is being made on a private placement basis, any resale of these securities must be made in accordance with applicable securities laws. Those securities laws may require resales to be made in accordance with an exemption from the prospectus requirement, and either through a registered securities dealer or pursuant to an exemption from the dealer registration requirement. Purchasers are advised to seek their own independent legal advice prior to any resale of the Offered Securities.
The Units will be subject to resale restrictions, including a restriction on trading the Units.
Until the restriction on trading expires, if ever, a Unitholder will not be able to trade the Units unless it complies with very limited exemptions from the prospectus requirements under applicable securities legislation.
As the Fund has no intention of becoming a reporting issuer in any province or territory of Canada, these restrictions on trading in the Units will not expire. In addition, the Declaration of Trust provides that Units are transferable subject to the approval of the Trustees. Consequently, Unitholders may not be able to sell their Units in a timely manner, if at all, or pledge their Units as collateral for a loan.
INVESTMENT HIGHLIGHTS
Attractive Asset Class with Compelling Supply/Demand Characteristics
Benefits of an Industry-Leading Vertically-Integrated Platform with Strong Alignment of Interests
High Quality Portfolio with Significant Scale
Strategic Avenues for Growth
Experienced Management Team & a Strong Independent Board of Trustees
Conservative Financial Metrics Support Growth and Distributions
PYRAMINE INVESTMENT INC., FUND
The population of Ontario is projected to grow by 2.5 million residents over the next ten years giving investors an opportunity to capitalize on the need to build more housing.
The Pyramine Investment Inc., FUND is being formed to provide investors with exposure to residential real estate development projects that capitalize on developers’ ability to generate strong returns.
The Fund is raising a pool of capital to invest in what is expected to be a diversified portfolio of residential real estate developments across Ontario.
Pyramine Investment Inc., and YOUMERIT Holdings Home Investment Group., have partnered to create vehicles to make Owning a residential real estate easy across the Greater Toronto Area (GTA) & Southern Ontario.
The partnership is rooted in a commitment to helping buyers to find their dream homes, while providing strong returns for investors.
INCREASED IMMIGRATION HAS HELPED BOOST POPULATION GROWTH
• Population growth remained strong in 2020 despite slowdown in immigration resulting from COVID-19 related border closures.
• Canada has been steadily increasing its annual immigration targets over time from 260,000 in 2015 to a planned 421,000 by 2023.
The MFT’s six target markets grew at a faster rate than the country as a whole, accounting for 56% of all population growth in
IMMIGRATION IS RECOVERING FROM COVID-19 DISRUPTION
Border closures severely disrupted immigration in 2020. However, immigration levels are starting to recover from the sharp drop experienced at the outset of the Pandemic
• The Federal Government has increased its immigration target of bringing in over 1 million new Canadians over the next 3 years to compensate from the slowdown resulting from COVID-19.
• Immigration targets for new Canadians have been set at 401,000 for 2021, 411,000 for 2022 and 421,000 for 2023
Between 1996 and 2016, the GTA population increased by ~1.9M to 6.63M and is expected to grow by another ~1.8M to 8.6M by 2031.
1As of Oct. 2020, the Government of Canada announced the 2021-2023 Immigration Levels Plan, aiming to welcome at least 401,000 new immigrants per year.2
Toronto
MAJOR MARKET DYNAMICS
Ottawa
Montreal
Annual Population Growth
Annual completions (all dwelling types)
Population Growth Temporarily Slows Due to COVID19
Housing Supply Remains Inelastic to Housing Demand
GREATER TORONTO AREA (the “GTA”)
Toronto has transitioned to knowledge-based industries, propelled by technology, finance, healthcare, education, government and entertainment.
The GTA is projected to continue to be the fastest growing region in Ontario, expected to reach almost 10 million people by 2046. 1
Toronto has a very diverse population, with almost half of residents born outside of Canada. Immigration initiatives are expected to further drive growth.
Canada’s largest city, Toronto, and its surrounding areas, are home to more than 7 million people. The city is recognized as a world leader in a variety of business sectors which has driven population growth for decades. 1.
Over time housing supply has shifted from low-rise towards high-rise, and in the process accommodating less people per household. Housing completions have fluctuated over the last 10 years and have not met annual demand for new housing formation.
HOUSING SUPPLY (Continued)
The inventory of completed and unsold homes hit near historic lows in 2021
• Most projects sell their units prior to commencing construction.
• Units that remain unsold following completion are considered completed and unsold new homes.
As a result, demand was well ahead of supply and more supply will be required to address the mismatch
"The pace of this mismatch will be especially important as population growth 'through immigration resumes post-pandemic
Inventory of newly completed and unsold units per 10,000 population in Toronto
The unemployment rate is steadily recovering from the impacts of the COVID-19 pandemic and is expected to continue to rebound in 2022. The GTA has a strong labor market, evidenced by a consistent decrease in unemployment year-over-year pre-pandemic.1
Strong job growth and opportunities drive population and
growth.
Rental Market Increasingly Affordable vs. Home Ownership
Personal earnings growth has been in line with the average growth in 2bedroom rents, while significantly lagging the appreciation of house prices. The relative affordability of rental housing has improved further in 2020 as housing prices has accelerated strongly in the last year.
The affordability gap between rental and home ownership widened in 2020
Canadian Education System
Canada has a strong and well-funded system of public education, largely managed provincially. Consequently, some aspects of the education system can vary between provinces. However, as education is overseen by the federal government, the standard of education remains consistently high throughout the country
Primary Education
Also known as elementary school, this level runs from Kindergarten or Grade 1 (ages six to seven) and runs through to Grade 8 (ages 13 to 14). The school year normally runs from September through to the following June.
Secondary Education
Also known as high school, this level runs from Grade 9 (ages 14 to 15) to Grade 12 (ages 17 to 18). Ontario has a Grade 12+. In Quebec, students attend high school until the age of 16. They may then proceed to CEGEP, a publicly funded twoyear college where students may pursue either a university preparation diploma, or a vocational diploma.
Post-secondary Education
Canada has a wide network of colleges and universities, offering some of the best post-secondary education worldwide
Canada is home to some of the world’s top universities. In fact, 31 Canadian institutions are counted among the best in the world Canada’s top two institutions – the University of Toronto and the University of British Columbia – score particularly highly for research impact, which means that these schools produce highquality academic work that is well respected.
Weather in Ontario
Southern Ontario enjoys very warm summers where temperatures can go above 30 degrees Celsius. However, it can get very cold in almost all parts of Ontario in the winter, when temperatures can go below -20, even -30 degrees Celsius. It is very important to ensure that you are prepared for the cold weather. Invest in warm winter clothing, including sweaters, winter jackets, boots, hats, scarves and gloves or mittens. If you do not dress warmly in the winter, you will risk becoming ill or getting frost bite. Frost bite is severe damage to the skin caused by exposure to cold winter winds.
Health Care in Ontario
All basic medical needs for residents of Ontario are covered under the Ontario Health Insurance Plan (OHIP). As a Canadian Citizen, Permanent Resident Or Work Permit you can apply for your OHIP card to be eligible for the benefits of this public health insurance plan, as there is a waiting period of at least three months before you obtain your card after applying.
Land & Agricultural
There is no restriction on ownership of land or agricultural land in Ontario
When buying land in Ontario, you'll need to have a land survey conducted and figure out zoning for the land. You can get land loans to finance the purchase of land, personal loans, or receive financing from the seller of the land. Land loan lenders will require a down payment of between 30% to 50%, with higher required down payments for remote and inaccessible land. You can purchase privately-owned land from private sellers, or public land owned by the provincial government, also known as Crown land.
Raw Land
Raw land is land that has never been developed before. Raw land won’t have any utilities such as power and water, and there won’t be any structures on the land. Raw land is privately owned.
Vacant Land
Vacant land is land that is serviced or partially serviced, which means that it may have power, water, septic, road services, and existing improvements or developments on the land. Vacant land is also privately owned.
Crown Land
Most land in Ontario is Crown land, which is public land owned by the provincial government. Nearly all of northern Ontario is Crown land, while southern Ontario is mainly privately-owned land.
Value per acre of farmland and buildings
HIGH-QUALITY PORTFOLIO WITH SIGNIFICANT SCALE
FUND DETAILS
Target Raise Amount Up to $50M
Target Investments
Transaction Range
$1M to $15M
Target Investor Returns
100.0%
80.0%
60.0%
120.0% 101.3% 14.0% 19.1%
Priority Investment
Shared Equity
Development Type
Residential Real Estate For Single Family Dwellings
Property Type
Total 20.0%
Return IRR 40.0%
Investment Eligibility
High-rise, Mid-rise, Low-rise and Rezoning
Primary Location
* Assumes $25M from Fund offering and $25M from a concurrent offering by the Limited Partnership.
** This slide is intended to be an illustration only and is not intended to constitute a “financial outlook” or “future oriented financial information” for purposes of applicable securities laws. The Issuer is not making any representations or predictions regarding the future housing market growth, if any, or investor IRR or profit. Market conditions may change and negative returns are also possible. Actual results may vary significantly. See “Forward Looking Statements” and “Risk Factors” herein.
INVESTMENT STRATEGY
Target Raise Amount Diversification Deal Structuring
• To become equity partners with experienced wealth management team, capitalizing on their ability to generate profits.
• The Fund intends to maximize returns while mitigating downside risk for investors by diversifying across a portfolio of projects.
• The Fund will invest in Equity Share Program of new and resale residential real estate mainly in GTA & Southern Ontario.
• Investments are expected to be diversified by property type including high-rise, mid-rise, low-rise and rezoning opportunities with a variety of developers.
• The Fund, through the Limited Partnership, will structure investments to prioritize return of capital and priority hurdles for the Fund.
• The Fund may invest as debt or equity targeting project IRRs of 14.0% or higher.
TIME HORIZON
The time horizon for the Fund is estimated to be 6 years. Capital will be invested in acquiring under-valued properties within the first 18 months, and appreciation timelines will vary by property type, typically 4-5 years. Distributions of return of capital and profit sharing are anticipated as the various appreciation reach in years 4, 5 & 6.
1 Timelines are illustrative and estimated but will vary based on acquisition progress.
DISTRIBUTION WATERFALL
Investors in the Limited Partnership (including the Fund) will receive cash distributions from the Limited Partnership on a pro rata basis (reflecting the net capital contributions of each partner), based on the number and class of Units of the Limited Partnership held. Distributions and payments will generally be made in accordance with the “waterfall” below.
RETURN OF CAPITAL
First, 100% to the investors until investors have received full return of capital
12% HURDLE
Second, The investors Receive 70% of the profit until they have achieved an annual preferred return of 12% while PYRAMINE received 30% of the profit
REMAINING BALANCE
The remaining balance will be distributed 50% for the investors and 50% for Pyramine
CANADIAN FULLY INTEGRATED REAL ESTATE COMPANY WITH 45 YEARS OF COMBINED EXPERIENCE
$22M of real estate assets under management
Pyramine Investment Inc. intends to use the MFT as its exclusive income & Wealth Building residential vehicle over time for our investors.
Access to Wealth generating residential under-value deals Family estate-planning purposes
Pyramine Investment Inc. and its affiliates retain interest in the MFT ensuring its interests are aligned with Unitholders
MFT LEVERAGES BEST-IN-CLASS OPERATING PLATFORM
Fully Integrated Real Estate Operating Platform with Strong Track Record
• $47M + of off market acquisitions since 2017
• 45 years of Combined experience
• Leading customer service
• Scaled to manage $200M+ in assets
• Extensive relationships in real estate industry
Significant Benefit to the MFT
• Long track-record with the initial properties
• Established institutional relationships
• Highly scalable platform
• Proven governance and reporting capabilities
• Alignment of interest
• Access to a fully integrated development platform
• Corporate-level management and
Pyramine Investment Track Record
Pyramine Investment Inc. is a leading investment firm that has been serving the real estate industry for the past five years. Over the years, the company has established a strong track record in helping investors grow their wealth through strategic investments in real estate.
• Going forward, Pyramine Investment Inc. plans to continue expanding its portfolio and offering new investment opportunities to its clients. The company aims to become the go-to destination for those looking to invest in real estate and achieve their financial goals.
• To achieve this goal, Pyramine Investment Inc. is investing in technology and data analytics to provide its clients with real-time information and insights into the real estate market. The company is also working to further streamline its investment and co-share equity processes, making it easier and more convenient for clients to invest and achieve their goals
EXPERIENCED MANAGEMENT TEAM AND A STRONG INDEPENDENT BOARD OF TRUSTEES
STRONG LEADERSHIP
HANY ADAM MOHAMED GHONEIM FATHI ABU-FARAH
Chief Executive Officer Director of Investors Relationship
• Responsible for overall strategic direction of the MFT, including investment, growth and capital structure
• Founder &CEO of Hany Adam Homes Investment Group, Founder & CEO of Youmerit Holdings Investment Group
• Over 25 years experience in real estate acquisition, investment and development;
• Recognized by several organizations for his work in the dental space
• 15 years in sales selling health products to the medical industry which built an ideal foundation for his work as an investor
• Active real estate investor with a several units in his real estate portfolio in Middle East, Egypt, Saudi Arabia, Dubai and Canada.
Chief Financial Officer
• Professional Accountant from CPA Ontario, Canada and also a Certified Public Accountant from Montana State, United States of America, with over 30 years of post-qualification professional experience.
• Has wide ranging experience in handling audits and multi-disciplined consulting assignments that include business plans, business modeling, due diligence, business analysis, cost control techniques, project financing, accounting & financing structuring.
CONSERVATIVE FINANCIAL METRICS AND CONSISTENT PERFORMANCE
Looking past the pandemic, the MFT’s focus on high-quality shared equity housing in desirable urban areas is expected to outperform in the long-term.
OUTLOOK
Strong fundamentals that have driven long-term growth are still present (e.g. immigration, housing affordability).
Strong recovery in core urban markets expected in second half of 2021 as pandemic impact subsides and the benefits of urban living are re-established.
Capitalizing on organic growth
The MFT has the right assets and strategy for long-term success by:
Creating value from properties repositioning
Exploring acquisition opportunities
Capitalizing on the relationship with the Affiliates
RISK FACTORS
Investing in the Offered Securities involves substantial risks. These risks include, but are not limited to, the following:
• No marketability and transferability
• Dependence of key personnel
• Risks of investment in the business and real estate development
• Financing risks
• Project estimates and sensitivity analysis
• Regulatory and economic developments affecting the Canadian housing market
• Zoning risk
• Claims under Subscription Agreement
• Fluctuations in Capitalization Rates
• Risk of change in investment return
• Access to capital
• Nature of units
• Limited liability
• Dilution
• Structural subordination of the units
• Voting rights
• Capital Investment
• Lack of Redemption Right
• Potential for conflicts of interest
• Tax related risks
• Net worth of general partner
• Environmental risks
• Lack of separate counsel
• The Limited Partnership will be relying on third party developers to develop any property in which the Fund invests.
SUMMARY
Attractive Asset Class with Compelling Supply/Demand Characteristics
High Quality Portfolio with Significant Scale
Strategic Avenues for Growth
Benefits of an Industry-Leading Vertically-Integrated Platform with Strong Alignment of Interests
Experienced Management Team and a Strong Independent Board of Trustees
Conservative Financial Metrics Support Growth and Distributions