Romspen History, Principles, and Mandate

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1 Gateway Crossings June

2 Romspen History, Principles, and Mandate History 1950 s / 1960 s adjunct business to Spencer Romberg, a Toronto-based real estate law firm 1970 s / 2005 mortgage lending formally organized under the Romspen name 2006 diversified Fund formed Principles Ownership alignment Focus Simplicity Mandate Capital preservation Strong absolute returns Consistent performance 2

3 Mortgage Fund Track Record Today From syndicator to Fund manager One of the largest non-bank commercial real estate mortgage lenders in Canada Over $1.5 billion of capital invested in Fund 20 Years of Consistently Strong Performance 3

4 Real Estate Investment Rationale Stable and predictable income stream Long-term property appreciation and inflation protection Reduces portfolio volatility low correlation to stocks and bonds Many sovereign yields below 1% Elevated stock markets reflecting artificially low interest rates Enhanced returns through prudent use of low-cost leverage Significant tax benefits Multiple sources of value creation 4

5 Real Estate Investment Mandate and Strategy Mandate Capital preservation Strong absolute returns, net returns of 10-12% on a tax-advantaged basis Consistent performance Strategy Diversified asset classes and geography Retail / office / industrial / multi-family US and Canada Value-oriented approach Avoid auctions, pay appropriate purchase price, and use low-cost, long-term debt Ownership of quality properties Implement asset specific strategies to maximize property-level cash flows Strong property management Target overall investor returns of 10-12% Yearly minimum cash returns of 6% on a tax-efficient basis 5

6 Steven Gross Managing Partner Transaction and asset management experience in multiple asset classes Vice President, Investment Management Overall responsibility for Canadian multi-residential and seniors housing assets. Commercial asset management responsibilities of a portfolio that included 1.1M sq ft of downtown Toronto office and 500,000 sq ft of industrial in Oakville and Mississauga. Vice President, Real Estate Acquisitions and dispositions ($1.3 billion in two years), internal growth development and managing the mezzanine loan portfolio. Manager, Asset Management / Transactions Various roles within the organization including working on over $2.5 billion of transactions as well as asset management of over 4,000 suite multi-residential portfolio. 6

7 Existing Investments Fortier Industrial Complex Montreal, Quebec 2012 Swanway Retail Plaza Tucson, Arizona 2012 Vista Heights Office Complex Calgary, Alberta 2013 San Tan Retail Plaza Phoenix, Arizona 2013 Sturbridge Commons Montgomery, Alabama

8 Fortier Industrial Complex Fortier Industrial Complex Asset Class: Industrial Type: Multi-Tenant Small Bay Location: Montreal, QC Sq Ft: 311,062 Closing Date: August 2012 Acquisition Cost: CAD 20.0M Equity: CAD 8.6M Cap Rate: 8.5% Current Occupancy: 96% Key Tenants: Quebecor, Delice Property Manager: Antrev Property Management 8

9 Vista Heights Office Complex Vista Heights Office Complex Asset Class: Office Type: Multi-Tenant Suburban Location: Calgary, AB Sq Ft: 196,464 Closing Date: June 2013 Acquisition Cost: CAD 53.5M Equity: CAD 21.0M Cap Rate: 6.6% Current Occupancy: 96% Key Tenants: Amec Foster Wheeler, Livingston Property Manager: NewWest Enterprises 9

10 Swanway Retail Plaza Swanway Retail Plaza Asset Class: Retail Type: In-Line Strip Location: Tucson, AZ Sq Ft: 55,790 Closing Date: December 2012 Acquisition Cost: USD 10.8M Equity: USD 4.1M Cap Rate: 7.4% Current Occupancy: 97% Key Tenants: Walgreens Property Manager: Juliet Realty Group 10

11 San Tan Retail Plaza San Tan Retail Plaza Asset Class: Retail Type: In-Line Strip Location: Phoenix, AZ Sq Ft: 29,945 Closing Date: January 2013 Acquisition Cost: USD 4.1M Equity: USD 1.7M Cap Rate: 7.5% Current Occupancy: 95% Key Tenants: Mattress Firm, Planet Fitness Property Manager: Juliet Realty Group 11

12 Sturbridge Commons Sturbridge Commons Asset Class: Multi-Family Type: Garden Style Location: Montgomery, AL # Suites: 360 Sq Ft 395,112 Closing Date: November 2014 Acquisition Cost: USD 36.9M Equity: USD 10.8M Cap Rate: 6.4% Current Occupancy: 94% Property Manager: LMS Real Estate 12

13 Operating Metrics and Returns vs Forecast Fortier Industrial Vista Heights Swanway San Tan Sturbridge Performance Metrics Complex Office Complex Retail Plaza Retail Plaza Commons Consolidated A F Var A F Var A F Var A F Var A F Var A F Var Financial: Revenue $ 7,679 $ 7,604 1% $ 11,714 $ 10,665 10% $ 2,547 $ 2,337 9% $ 1,021 $ % $ 1,284 $ 1,306-2% $ 24,246 $ 22,839 6% NOI 4,426 4,443 0% 7,635 5,935 29% 1,923 1,788 8% % % 14,641 12,754 15% Net Cash Flow 1,368 1,589-14% 3,632 2,358 54% 1, % % % 5,881 4,549 29% Ratios: ROE (Cash-on-Cash) 6.2% 7.2% -14% 7.8% 6.4% 23% 9.6% 8.3% 16% 7.7% 7.7% 1% 9.0% 9.0% 0% 7.9% 7.3% 8% ROE (Incl. Principal) 10.8% 11.8% -9% 11.3% 10.1% 12% 11.8% 10.9% 8% 9.7% 10.0% -2% 9.0% 9.0% 0% 10.7% 10.2% 4% Operating Metrics: Avg Gross Rent $ $ % $ $ % $ $ % $ $ % $ 821 $ 810 1% N/A N/A N/A Avg Vacancy 6% 6% 0% 7% 10% 3% 3% 5% 2% 1% 5% 4% 6% 6% 0% 6% 7% 1% Assumptions All dollar amounts presented in thousands, unless otherwise noted. Figures based on quarterly investor reports, where available. Forecast figures are adjusted to match the investment date; ROE & Gross Rent figures are annualized. Actual ROE ratios are based on funds distributed to investors. Reported consolidated figures do not take into account the conversion of currencies. 13

14 Strategy Execution Core + / Value-Add Good quality Strong markets Under-managed Canada / US market dynamics Canada - more fully priced US - many underpriced markets with growth potential Target markets with employment and population growth Deal Size: $10 - $100 million Too small for institutions, too large for private individuals Real estate is a local business Leverage local partners By region and asset class 14

15 LMS Real Estate Investment Management Experienced, Professional and Focused 35 years of experience in real estate investment management Strong management team with experience at CalPERS, Jones Lang LaSalle and CB Richard Ellis Focused on secondary and tertiary markets in US Southeast Multi-family specialists, 2,500 units currently under management Romspen toured properties in Savannah, Atlanta, Nashville, Mobile, and Montgomery 15

16 Augusta, GA 16

17 Augusta, GA 2 nd largest city in Georgia (550,000 population) Stable job base Anchored by Fort Gordon Military Base, NSA, Plant Vogtle and Savannah River Site Home of the Masters Golf Tournament Over 250,000 visitors per year Easy access to Atlanta and Columbia, S.C. Interstates 20 and 520 run through Augusta Awards & Accolades 20th in the Nation for Economic Performance Brookings Institute, 2015 Employment forecasted to grow by 3.1% Georgia State University, 2015 Ten Sizzling Mid-Market Economies in the South Southern Business & Development Magazine, 2015 #2 Digital City Center for Digital Government, 2014 & nd Most Recession-Proof City Money Magazine, th Most Resilient Metro Economy in the Nation Brookings Institute,

18 Gateway Crossing Gateway Crossing Location: Augusta, GA Asset Class: Multi-Family Type: Garden Style Suites: 240 Size: 13.4 Acres Purchase Price: USD 35.3M Cap Rate: 6.2% Forecast Occupancy: 93% Property Manager: LMS Real Estate Closing Date: June 30,

19 Property Site Map 19

20 Property Common Areas 20

21 Property Typical Suite 21

22 Gateway Crossing Investment Rationale Job Growth Secondary market with strong local job growth supported by government and energy Well-located in Augusta s Northwest growth corridor Infill location with excellent interstate access High-quality asset at attractive purchase price Class A construction: built in 2013/2014 Acquisition at 6.2% cap rate and 10-15% below replacement cost Stable income stream Residential accommodation is a basic necessity regardless of economic activity. Currently 98% occupied Attractive tax-advantaged returns Five-year average annual cash-on-cash yield of 7.5% Five-year IRR of 11.0% 22

23 Augusta, GA 2 nd largest city in Georgia (550,000 population) Stable job base Anchored by Fort Gordon Military Base, NSA, Plant Vogtle and Savannah River Site Home of the Masters Golf Tournament Over 250,000 visitors per year Easy access to Atlanta and Columbia, S.C. Interstates 20 and 520 run through Augusta Awards & Accolades 20th in the Nation for Economic Performance Brookings Institute, 2015 Employment forecasted to grow by 3.1% Georgia State University, 2015 Ten Sizzling Mid-Market Economies in the South Southern Business & Development Magazine, 2015 #2 Digital City Center for Digital Government, 2014 & nd Most Recession-Proof City Money Magazine, th Most Resilient Metro Economy in the Nation Brookings Institute,

24 Location Map 24

25 Aerial Map 25

26 Canadian Comparable Chelsea Place Chelsea Place Suburban location in St. John s, Newfoundland 102 units $21.4 million development cost $213K per suite Opened in 2015, built to a 5.0% cap rate 26

27 Property Typical Suite 27

28 Competition in Augusta Park at Flowing Wells Haven at Reed Creek Estates at Perimeter Brigham Woods Ansley at Town Center The Glen at Alexander 28

29 Competition in Augusta 29

30 Gateway Crossing Operating Strategy Professional Management Lease-up to stabilized operations Community building Customer Service Post-closing capital expenditures Common areas In-suite Exterior Market positioning Maintain top quartile positioning in the market 30

31 Financials Financial Forecast ($000's) FY ending June 30, Base Rent $ 3,224 $ 3,321 $ 3,421 $ 3,523 $ 3,629 Recoveries Storage, Parking, Other Gross Revenue $ 3,453 $ 3,556 $ 3,661 $ 3,770 $ 3,882 Vacancy (242) (245) (253) (260) (268) Effective Gross Revenue $ 3,212 $ 3,310 $ 3,409 $ 3,510 $ 3,614 Operating Costs/Realty Taxes 1,006 1,026 1,047 1,068 1,089 Other Total Expenses $ 1,104 $ 1,128 $ 1,151 $ 1,175 $ 1,200 NOI $ 2,107 $ 2,183 $ 2,258 $ 2,335 $ 2,414 Structural Reserve Accounting Interest 1,126 1,126 1,126 1,126 1,126 Principal Debt Service $ 1,126 $ 1,126 $ 1,126 $ 1,126 $ 1,126 Asset Management Fee Net Cash Flow $ 818 $ 891 $ 963 $ 1,037 $ 1,114 5-Year Class A's Average ROE (cash on cash) 6.4% 7.0% 7.5% 8.1% 8.7% 7.5% ROE (incl. principal) 6.4% 7.0% 7.5% 8.1% 8.7% 7.5% IRR 11.0% 31

32 Sources and Uses of Funds Sources & Uses ($000's) Sources Debt $ 26,500 Equity 10,235 Total $ 36,735 Uses Purchase Price 35,250 Closing Costs 796 Working Capital 149 Capital Expenditures 540 Total $ 36,735 32

33 Offering Minimum Investment US$150,000 Fees 0.25% annual asset management fee (based on property value) Distributions Closing Date Quarterly in USD Preferred 5% to all investors (Class A) >5%: 80% to investors (Class A) / 20% to RREI (Class B) June 24, 2015 Auditors KPMG Legal Baker Donelson (US) Gardiner Roberts (Canada) Tax Filing Canadian only Liquidity 5+ year hold Roll to fund 33

34 Gateway Crossing This presentation is for informational purposes and is not an offer to sell or a solicitation to buy or subscribe for any securities, nor does it constitute investment, financial or other advice. Prospective investors should contact their own investment advisor. Information pertaining to the investment provided herein is not to be construed as a public offering of securities in any jurisdiction of Canada, nor is this presentation to be construed as an offering memorandum. Information provided herein is considered current as of the date of this presentation, but will not necessarily be updated. Information in this presentation provided by third parties is believed to be reliable, but has not been independently verified. Neither Romspen Real Estate Investments Inc. ( RREII ), Romspen Investment Corporation (the Agent ), or Romspen US Real Estate Fund GP Inc. guarantees the accuracy or completeness of such information and assumes no responsibility for any errors or omissions. The offering of units of limited partnership interests ( Units ) in a limited partnership to be formed ( Issuer ) will be made on a private placement basis pursuant to a term sheet and the subscription agreement for Units, and will be subject to the terms of the limited partnership agreement governing the Issuer s affairs (together, the Materials ). Units will be offered only to those investors in certain jurisdictions of Canada who meet certain eligibility requirements under applicable securities legislation. Important information about the Units and the Issuer will be contained in the Materials, copies of which may be obtained from the Agent, and the information in this presentation is subject to, and qualified in its entirety by, the Materials. Please read the Materials carefully before investing. In the event of an inconsistency between this presentation and the Materials, the provisions of the Materials will prevail. Any indicated rates of return are the historical rates of return for the periods indicated, are not necessarily indicative of future performance, and do not take income taxes into account unless indicated. Actual results may vary, and will fluctuate from time to time. There is no guarantee that the full amount of the original investment in the Issuer will be returned. Forward-Looking Information This presentation contains forward-looking information within the meaning of Canadian securities legislation. This information and these statements, referred to herein as forward-looking statements, are made as of the date of this presentation or as of the date of the effective date of information described in this presentation, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as expects, anticipates, plans, projects, estimates, envisages, assumes, intends, strategy, goals, objectives or variations thereof or stating that certain actions, events or results may, can, could, would, might or will be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements. All forward-looking statements are based on current beliefs as well as various assumptions made by, and information currently available to RREII. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Persons reviewing this presentation are cautioned not to place undue reliance on these forward-looking statements, as a number of important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates assumptions and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur, but specifically include, without limitation, risks relating to general economic conditions, competition from other market participants, the ability to access capital, and the risk of fluctuation and variation in actual operating results, which variation may be material, risks incident to real estate ownership, effect of the economy and public finances, competition for tenants, fixed costs of properties, and environmental matters. The foregoing list of factors that may affect future results is not exhaustive. When relying on our forward-looking statements, readers of this presentation should carefully consider the foregoing factors and other uncertainties and potential events. Neither RREII, the Agent or the Issuer undertakes to update any forward-looking statement, whether written or oral, which may be made from time to time by or on its behalf, except as may be required by law. All opinions in forward-looking statements are subject to change without notice and are provided in good faith but without legal responsibility. This presentation is confidential and is not to be distributed without the Agent s consent. 34

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