Terms &
Conditions

GENERAL NOTICE

Manra Capital is a Canadian corporation operating in the provinces of Québec and Ontario. Manra Capital is NOT a registered fund or investment adviser. This document is only intended to accredited investors. Please contact Manra Capital at info@manracapital.com to find out if you are qualified to invest in Manra Capital and its opportunities. Manra Capital focuses its activities in the short term real estate industry via direct investments, management of short-term properties and rental arbitrage.

WITH RESPECT TO THE FINANCIAL INFORMATION

The financial information provided 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. STR Fund I is not making any representations or predictions regarding future real estate rental industry or arbitrage market growth, if any, or investor returns or profit. Market conditions may change and negative returns are also possible. Actual results may vary significantly. See “Forward Looking Statements”, “No Recommendation”, “No Representation – As Is”, “Research Disclosure”, “Past Performance” and “Risk Factors”.

ACCREDITED INVESTOR

Any investor in any Manra Capital funds, projects and/or opportunities must be considered an accredited investor by the law governing their place of residence and in Canada.

INTERNATIONAL INVESTOR

Manra Capital is opened for international investments and investors of any countries NOT blacklisted by Canada. Any investment is subject to proof of provenance, ultimate beneficiary disclosure and any regulatory laws subject to international investments and money transfers. Rules, law and regulations are subject to Canada and not the country of residence of the investor and investment.

NOT REGISTERED IN THE USA

The information contained herein relates to securities which have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and under the rules, regulations and laws of the United States, may not be offered, sold or delivered within the U.S. (or any State thereof) or to, or for the account of benefit of, U.S. persons except as otherwise expressly stated herein.

NO OFFER, SOLICITATION OR ADVICE

The information contained herein does not constitute the giving of investment advice and is not an offer to sell or the solicitation of an offer to buy any security in any jurisdiction. This information does not represent an offering of securities to any investor. Investments in Manra Capital may only be completed in compliance with all applicable regulations, rules and laws, and only by those investors who are legally qualified to make such investments.

FORWARD-LOOKING STATEMENTS

Certain information may contain forward-looking statements. Such forward-looking statements are subject to various risks and uncertainties and speak only as of the date on which they are made. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from this indicated in these statements. You can identify these forward- looking statements by the use of words such as “outlook,” “indicator,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “anticipate,” “optimistic,” “intend,” “plan,” “estimate,” “aim,” “will” or the negative version of these words or similar expressions. Manra Capital undertakes no obligation to update publicly or revise any information, whether as a result of new information, future developments or otherwise.

Such forward looking statements are based on a number of assumptions that may prove to be incorrect, including, but not limited to: the ability of the Fund to obtain the necessary financing; the level of rental activity and rental arbitrage in the Quebec travel and real estate industry and the economy generally; anticipated and unanticipated costs; results of operations; business performance; and business prospects and opportunities. All forward looking statements are based on current beliefs as well as various assumptions made by, and information currently available to it. 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. We caution any person reviewing this presentation 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 the Fund’s dependence on key personnel; access to capital; risk of investment in the business (including, without limitation, the risks inherent in the ownership of real property, including fluctuations in interest rates, and rental arbitrage); fluctuations in or volatility of real estate markets and the travel industry; risk of change in investment return; potential for conflict of interest; and tax-related risks.

NO RECOMMENDATION

The information contained herein does not take into account the investment objectives, financial situation and particular needs of any potential investor nor does it address or attempt to quantify any of the risks associated with any investment. Any investment decision should be made based solely upon appropriate due diligence by the prospective investor. Prospective investors should consider whether an investment is appropriate to their particular investment needs, objectives and financial circumstances. Investors have different investment profiles, financial objectives and resources, and may be subject to different tax requirements. Manra Capital does not recommend private equity investment, or an investment in a Posh Property fund or project, for every investor. All investors should consult with their personal financial advisor before making an investment.

NO REPRESENTATION – AS IS

Certain information contained herein (including financial information) has been obtained from published and non-published sources. Such information has not been independently verified by Manra Capital and the information and materials herein, are provided “as is” and without warranties or representations of any kind either express or implied. Manra Capital and its affiliates disclaim all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. Manra Capital does not warrant the accuracy, completeness or reliability of any information herein and assumes no obligation to update or correct errors in any such information. You should not rely on any information contained herein, and should only rely on formal legal representations and warranties contained in their legal investment documentation. Dated content available herein speaks only as of the date indicated. THE INFORMATION IS PROVIDED “AS IS” AND YOUR ACCESS AND USE OF IT IS AT YOUR OWN RISK.

RESEARCH DISCLOSURE

Economic and market views and forecasts reflect our judgment as of the date of this presentation and are subject to change without notice. In particular, forecasts are estimated, based on assumptions, and may change materially as economic and market conditions change. Manra Capital has no obligation to provide updates or changes to these forecasts. Certain information contained herein has been obtained from sources prepared by other parties, which in certain cases have not been updated through the date hereof. While such information is believed to be reliable for the purpose used herein, Manra Capital and its affiliates assume no responsibility for the accuracy, completeness or fairness of such information. References to companies and investments are not intended as, and should not be construed as, recommendations for any particular company, investment, or security. The investments described herein were not made by a single investment fund or other product and do not represent all of the investments purchased or sold by any fund or product. This material should not be construed as an offer to sell or the solicitation of an offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. We are not soliciting any action based on this material. It is for the general information of clients of Manra Capital. It does not constitute a personal recommendation or take into account the particular investment objectives, financial situations, or needs of individual investors.

REAL ESTATE MARKET RISKS

Real estate ownership is generally subject to numerous factors and risks, including changes in general economic conditions (such as the availability, terms and cost of mortgage financings and other types of credit), local economic conditions (such as an oversupply of office and other commercial properties or a reduction in demand for real estate in the area), the attractiveness of properties to potential tenants, renters or purchasers, competition with other landlords with similar available space, and the ability of the owner to provide adequate maintenance at competitive costs. Properties acquired by the Fund will generate income through rent payments made by tenants. Upon the expiry of any lease, there can be no assurance that the lease will be renewed or the tenant replaced for a number of reasons. Furthermore, the terms of any subsequent lease may be less favourable than the existing lease. The Fund’s cash flows and financial position would be adversely affected if the Fund’s tenants were to become unable to meet their obligations under their leases or if a significant amount of available space in the Fund’s properties was not able to be leased on economically favourable lease terms. In the event of default by a tenant, the Fund may experience delays or limitations in enforcing its rights and incur substantial costs in protecting the Fund’s investment. Furthermore, at any time, a tenant may seek the protection of bankruptcy, insolvency or similar laws which could result in the rejection and termination of the lease of the tenant and, thereby, cause a reduction in the cash flows available to the Fund. An investment in real estate is relatively illiquid. Such illiquidity will tend to limit the Fund’s ability to vary its portfolio promptly in response to changing economic or investment conditions. In recessionary times it may be difficult to dispose of certain types of real estate. The costs of holding real estate are considerable and during an economic recession the Fund may be faced with ongoing expenditures with a declining prospect of incoming receipts. In such circumstances, it may be necessary for the Fund to dispose of properties at lower prices in order to generate sufficient cash for operations and making distributions and interest payments.

CHANGES AND DEVELOPMENTS IN GOVERNMENT REGULATIONS

The Fund will be subject to laws and regulations governing the ownership and leasing of real property, employment standards, environmental and energy efficiency matters, taxes and other matters. It is possible that future changes in applicable federal, state, local or common laws or regulations or changes in their enforcement or regulatory interpretation could result in changes in the legal requirements affecting the Fund (including with retroactive effect). In addition, the political conditions in the jurisdictions in which the Fund will operate are also subject to change. Any changes in investment policies or shifts in political attitudes may adversely affect the Fund’s investments. Any changes in the laws to which the Fund is subject in the jurisdictions in which the Fund operates or will operate could materially affect the rights and title to the properties.

FINANCING RISKS

There is no assurance that the Fund will be able to obtain sufficient mortgage financing, if required, to finance the acquisition of properties on commercially acceptable terms or at all. There is also no assurance that any mortgages, if obtained, will be renewed when they mature. In the absence of mortgage financing, the number of properties which the Fund, indirectly, will be able to purchase will decrease and the return from the ownership of properties (and ultimately the return on an investment in Units) may be reduced. The operation of the properties may not generate sufficient funds to make the payments of principal and interest due on any mortgage, and, upon default, one or more lenders could exercise their rights including, without limitation, foreclosure or sale of the properties.

CASH DISTRIBUTIONS

Purchasers should not rely on any returns from these Units. There are many factors that will affect the quantum and timing of distributions from the Fund, including the ability of the Fund to acquire properties, the timing of such acquisitions, working capital requirements of the Fund and any restrictive covenants in third-party debt financing. The General Partner has complete discretion with respect to the amount and timing of distributions, if any.

CONSTRUCTION DELAYS AND COST OVERRUNS

The success and failure of any project depends upon many factors, and construction delays and cost overruns are a global phenomenon since one of the major problems in the construction industry involves unexpected changes and incurred costs, and late delivery of projects.

CAPITAL EXPENDITURES AND OTHER FIXED COSTS

Certain significant expenditures, including property taxes, maintenance costs, mortgage and leasehold payments, insurance costs and related charges, must be made throughout the period of ownership of real property, regardless of whether the property is producing sufficient income to pay such expenses. This may include expenditures to fulfill mandatory requirements for energy efficiency. In order to retain desirable rentable space and to generate adequate revenue over the long term, the Fund must maintain or, in some cases, improve each property’s condition to meet market demand. Maintaining a rental property in accordance with market standards can entail significant costs, which the Fund may not be able to pass on to tenants. Numerous factors, including the age of the relevant building structure, the material and substances used at the time of construction or currently unknown building code violations, could result in substantial unbudgeted costs for refurbishment or modernization. If the actual costs of maintaining or upgrading a property exceed the Fund’s estimates, or if hidden defects are discovered during maintenance or upgrading, which are not covered by insurance or contractual warranties, or if the Fund is not permitted to raise the rents due to legal constraints, the Fund will incur additional and unexpected costs. If competing properties of a similar type are built in the area where one of the Fund’s properties is located or similar properties located in the vicinity of one of the Fund’s properties are substantially refurbished, the net operating income derived from and the value of, such property could be reduced. Any failure by the Fund to undertake appropriate maintenance and refurbishment work in response to the factors described above could adversely affect the rental income the Fund earns from such properties; for example, such a failure could entitle tenants to withhold or reduce rental payments or even to terminate existing letting contracts. Any such event could have a material adverse effect on the Fund’s cash flows, financial condition and results of operations and the Fund’s ability to make distributions on the Units.

LEASE RENEWALS AND OTHER LEASE MATTERS

Expiries of leases for the Fund’s properties, including those of significant tenants, may occur from time to time over the short and long-term. No assurance can be provided that the Fund will be able to renew any or all of the leases upon their expiration or that rental rate increases will occur or be achieved upon any such renewals. The failure to renew leases or achieve rental rate increases may adversely impact the Fund’s financial condition and results of operations and decrease the amount of cash available for distribution. Although certain, but not all, leases contain a provision requiring tenants to maintain continuous occupancy of leased premises, there can be no assurance that such tenants will continue to occupy such premises. There can be no assurance that tenants will continue their activities and continue occupancy of the premises. Any cessation of occupancy by tenants may have an adverse effect on the Fund and could adversely impact the Fund’s financial condition and results of operations and decrease the amount of cash available for distribution. In addition, certain leases contain a provision which gives tenants the right to terminate their leases upon payment of a penalty.

INTEREST RATE RISK

The Fund may require financial resources to complete the acquisition of the properties. When concluding financing agreements or extending such agreements, the Fund will depend on its ability to agree on terms for interest payments that will not impair the Fund’s desired profit and on amortization schedules and that do not restrict the Fund’s ability to pay distributions. There is a risk that interest rates will increase. An increase in interest rates could result in a significant increase in the amount paid by the Fund and the Fund to service debt, resulting in a decrease in distributions to Purchasers. In addition, increasing interest rates may put competitive pressure on the levels of distributable income paid by the Fund to Purchasers, increasing the level of competition for capital faced by the Fund.

RELIANCE ON THE GENERAL PARTNER

The Fund will be relying on the good faith and expertise of the General Partner in selecting properties for investment and negotiating the pricing and other terms of the agreements leading to the acquisition of such properties. Purchasers will not be entitled to participate in the management or control of the General Partner. Thus, the Fund’s success will depend, in significant part, on the judgment, ability and experience of the General Partner’s continuing ability to hire and retain knowledgeable personnel. There can be no assurance that the Fund and the General Partner will be able to implement successfully the strategies that the Fund intends to pursue. Purchasers will be relying on the General Partner’s ability to manage the Fund and its investments

TIME AND ATTENTION OF KEY PERSON

The Fund will depend to a significant extent upon the experience of the General Partner. The loss of the services of the General Partner could have a material adverse effect on the results and operations of the Fund because, in such instance, the Fund would have a reduced capacity to develop and implement desirable investment strategies, source and divest of real estate investment opportunities and capitalize upon the relationships of such individuals in the real estate industry. No key person assurances are provided by the General Partner and no key person insurance is maintained for the benefit of the Fund in respect of any member of management of the General Partner.

UNINSURED OR UNDERINSURED LOSSES

The General Partner will arrange for insurance similar to that carried by owners of similar properties of the type and in the amounts customarily obtained for properties similar to those to be owned by the Fund. However, in many cases certain types of losses (generally of a catastrophic nature) are either uninsurable or not economically insurable. Should such a disaster occur the Fund could suffer a loss of capital invested and not realize any profits that might be anticipated from such properties.

CONFLICT OF INTEREST

Purchasers should be aware that there will be occasions when potential conflicts of interest may arise between the General Partner and its affiliates and their respective directors and officers and the interests of the Fund. On any issue involving conflicts of interest, the General Partner will be guided by its good faith judgment. If any matter arises that the General Partner determines in its good faith judgment may constitute a potential conflict of interest, the General Partner shall take such actions as it deems necessary or appropriate to ameliorate the conflict (and, upon taking such actions, the General Partner will be relieved of any responsibility for such conflict).

NET WORTH OF THE GENERAL PARTNER

The General Partner is liable to the Fund, however, the General Partner has nominal assets. If the Fund is not able to generate sufficient funds through the operation of the assets of the Fund to meet such obligations, the General Partner may be exposed to insolvency or bankruptcy and then may be removed as the general partner, which may impair or remove entirely the ability of the Fund to successfully implement its business strategy.

LACK OF TRANSFERABILITY OF FUND INTERESTS

The Units are highly illiquid investments and should be acquired only by investors able to commit their funds for an indefinite period of time. The Units may not be transferred without the consent of the General Partner and will be affected by restrictions on resales imposed under federal, provincial and foreign securities laws.

TAX MATTERS

No assurance can be given that applicable Canadian income tax laws or the judicial or administrative interpretation thereof will not change or that new taxes will not be implemented which would adversely affect the Fund or fundamentally alter the income tax consequences to Limited Partners of acquiring, holding or disposing of Units. Purchasers should consult their tax advisors as to the tax consequences of acquiring, holding and disposing of Units. No representation or comment is made with respect to the tax treatment of gains or losses in respect of investments made by the Fund. Depending on the circumstances, gains realized on the sale of certain parcels of land and other real property may not be capital gains and instead may be wholly included in computing the income of the Fund.

LIMITED VOTING RIGHTS/LOSS OF LIMITED LIABILITY

Purchasers of Units will have no right to vote on any matters affecting the Fund, other than those matters specified in the Limited Partnership Agreement.

COMMITTED CAPITAL CONTRIBUTIONS

If one or more Partners defaults on a committed capital contribution when called for by the General Partner, this could reduce the committed capital available to the Fund, reduce the available debt financing and, as a result, reduce the number of properties which the Fund is able to purchase and the projected return from the ownership of such properties.

CONTINGENT LIABILITIES ON DISPOSITION OF INVESTMENTS

In connection with the disposition of an investment, the Fund may be required to make representations about the investment (such as environmental, property tax, insurance and litigation) typical of those made in connection with the sale of real property. The Fund may also be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate or with respect to certain potential liabilities. These arrangements may result in the incurrence of contingent liabilities for which the General Partner may establish reserves or escrow accounts. In that regard, Limited Partners may be required to return amounts distributed to them for the purpose of funding the Fund’s obligations, including indemnity obligations, subject to certain limitations set forth in the Limited Partnership Agreement.

SECURED BORROWING

Borrowings may be incurred or assumed on acquisition of a property by the Fund if the General Partner deems it to be in the best interests of the Fund. The Fund will be subject to risks normally associated with debt financing, including, the risk that existing indebtedness on the Fund properties will not be able to be refinanced or that the terms of available refinancing will not be as favourable as the terms of existing indebtedness. If principal payments due at maturity cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new debt or equity capital, it is possible that the Fund's cash flow may not be sufficient in all years to repay all such maturing debt. Furthermore, if prevailing interest rates or other factors at the time of refinancing (such as the reluctance of lenders to make commercial real estate loans) result in higher interest rates upon refinancing, the interest expense relating to such refinanced indebtedness would increase, which would adversely affect the financial condition, results of operations and cash flow of the Fund. If a property is mortgaged to secure payment of indebtedness and the Fund is unable to meet mortgage payments, the property could be foreclosed upon or otherwise transferred to the mortgagee, with a consequent loss of income and asset value to the Fund, which could have an adverse effect on the financial condition, results of operations and cash flow of the Fund. If the General Partner is unable to refinance the Fund's indebtedness on acceptable terms, it is possible that the General Partner may deem it necessary for the Fund to dispose of one or more of its assets upon disadvantageous terms. Furthermore, interest rates or other factors at the time of refinancing could increase the Fund's interest expense, and if the Fund has outstanding mortgages from the need to secure payment of indebtedness and is unable to make its mortgage payments, the mortgagee could foreclose upon the Fund's properties or appoint a receiver to receive an assignment of the Fund's rents and leases.  

ENVIRONMENTAL RISKS

Environmental and ecological legislation and policies have become increasingly important in recent years. Under various laws, the Fund could become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in the properties developed or disposed of at other locations. The failure to remove or remediate such substances, if any, may adversely affect the Fund’s ability to sell such real estate or to borrow using such real estate as collateral, and could potentially also result in claims against the Fund.

THE FOREGOING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE EXPLANATION OF THE RISKS INVOLVED IN THIS SUBSCRIPTION. PROSPECTIVE PURCHASERS SHOULD READ THE ENTIRE SUBSCRIPTION AGREEMENT BEFORE DETERMINING WHETHER TO INVEST IN THE FUND.

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