6445111.16

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF

ODESSA CAPITAL LTD.

TO BE HELD ON JANUARY 30, 2025

AND

MANAGEMENT INFORMATION CIRCULAR

Dated as of December 30, 2024

This Management Information Circular and the accompanying materials require your immediate attention. If you are uncertain as to how to deal with these documents or the matters to which they refer, please consult a professional advisor.

Neither the TSX Venture Exchange Inc. (the "Exchange") nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this Circular.

ODESSA CAPITAL LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting ("Meeting") of the holders ("Shareholders") of common shares ("Common Shares") of Odessa Capital Ltd. ("Odessa" or the "Corporation") will be held at Hotel Alt, 6500 Blvd de Rome, Brossard, QC, J4Y 0B6, Canada, at 10:00 a.m. (EST) on January 30, 2025, for the following purposes:

to receive the financial statements of the Corporation for the year ended December 31, 2023, and the auditor's report thereon;
to fix the number of directors to be elected at the Meeting at five (5);
to elect the directors of the Corporation to hold office until the next annual meeting of the Shareholders;
to appoint MNP LLP, Chartered Professional Accountants, as the auditor of the Corporation until the next annual meeting of Shareholders, at a remuneration to be fixed by the board of directors of the Corporation;
to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution of shareholders, the full text of which is set forth in the Circular, approving the stock option plan of the Corporation, as more particularly described in the accompanying management information circular dated December 30, 2024 (the "Circular");
to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders, the full text of which is set forth in the Circular, approving the stock option plan of Margaux as it exists upon completion of the Arrangement (as defined herein), as more particularly described in the accompanying Circular;
to consider, pursuant to an interim order of the Superior Court of Québec dated December 18, 2024, as may be further varied and amended (the "Interim Order"), and, if deemed advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set out in Appendix "A" to the Circular, to authorize and approve a plan of arrangement (the "Plan of Arrangement") under Section 192 of the Canada Business Corporations Act (the "CBCA") (the "Arrangement"), which Arrangement shall constitute the Corporation's proposed qualifying transaction with Margaux Real Estate Investment Trust, all as more particularly described in the Circular;
to consider, and if deemed advisable, to pass, with or without variation, a special resolution (the "Continuance Resolution") approving the continuance of the Corporation (the "Continuance") from the Province of Alberta under the Business Corporations Act (Alberta) into the Federal jurisdiction of Canada under the Canada Business Corporations Act, and the adoption of a new general by-law of the Corporation, as more fully described in the Circular;
to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

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This Notice of Meeting is accompanied by the Circular and a form of proxy (the "Form of Proxy"). The Circular is expressly made part of this Notice of Meeting. The Circular should be consulted for further details on matters to be acted upon.

Only Shareholders of record as of the close of business on December 16, 2024 (the "Record Date") are entitled to receive notice of the Meeting or any adjournment or postponement thereof and only those holders of the Common Shares of record at the close of business on December 16, 2024, or who subsequently become Shareholders and comply with the provisions of the Business Corporations Act (Alberta), are entitled to vote thereat.

If you are a registered Shareholder, please complete and submit the enclosed Form of Proxy or other appropriate form of proxy. Completed forms of proxy must be received by Computershare Trust Company of Canada ("Computershare"), at 324-8th Avenue SW, Suite 800, Calgary, Alberta, T2P 2Z2, Canada, Attention: Proxy Department or by fax at 1-866-249-7775 (within North America) or at 1-416-263-9524 (outside North America), not less than 48 hours, excluding Saturdays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof. You may also vote by phone at 1-866-732-8683 (toll free within North America) or 1-312-588-4290 (outside North America), or by internet voting at www.investorvote.com; provided that you do so not less than 48 hours, excluding Saturdays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof. The time limit for deposit of proxies may be waived or extended by the Chairperson of the Meeting at his discretion, without notice.

If you are not a registered Shareholder, please complete the voting instruction form from your intermediary/broker and follow the instructions provided by such intermediary/broker.

If you receive more than one Form of Proxy or voting instruction form, as the case may be, for the Meeting, it is because your shares are registered in more than one name. To ensure that all of your shares are voted, you should sign and return all Forms of Proxy and voting instruction forms that you receive.

Dissent Rights - Arrangement

Registered Shareholders as at the Record Date have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Common Shares in accordance with the provisions of Section 190 of the CBCA, as modified by the Interim Order and the Plan of Arrangement. A Shareholder's right to dissent in respect to the Arrangement Resolution is more particularly described in the Circular under the heading "Approval of the Arrangement – Arrangement Resolution Dissent Rights", the text of Section 190 of the CBCA is set forth in Appendix "S" of the Circular and a copy of the Interim Order is attached as Appendix "O" of the Circular. Please refer to the Circular for a description of the right to dissent in respect of the Arrangement Resolution.

Failure to strictly comply with the requirements set forth in Section 190 of the CBCA (as modified by the Interim Order and the Plan of Arrangement, as applicable) with respect to the Arrangement Resolution may result in the loss of any right to dissent. Persons who are beneficial owners of Common Shares as at the Record Date registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the registered Shareholders as at the Record Date are entitled to dissent. Accordingly, a beneficial Shareholder as at the Record Date wishing to exercise the right to dissent in respect of the Arrangement Resolution must make arrangements for the registered Shareholder to dissent on behalf of the beneficial Shareholder or, alternatively, such beneficial Shareholder may make arrangements for its Common Shares to be registered in such beneficial Shareholder's name prior to the time the written objection to the Arrangement Resolution is required to be received by the Corporation.

Dissent Rights - Continuance

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Registered Shareholders as at the Record Date have the right to dissent with respect to the Continuance Resolution and, if the Continuance becomes effective, to be paid the fair value of their Common Shares in accordance with the provisions of Section 191 of the ABCA. A Shareholder’s right to dissent in respect to the Continuance Resolution is more particularly described in the Circular under the heading "Approval of Continuance – Continuance Resolution Dissent Rights" and the text of Section 191 of the ABCA is set forth in Appendix "R" of the Circular. Please refer to the Circular for a description of the right to dissent in respect of the Continuance Resolution.

Failure to strictly comply with the requirements set forth in Section 191 of the ABCA with respect to the Continuance Resolution may result in the loss of any right to dissent. Persons who are beneficial owners of Common Shares as at the Record Date registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the registered Shareholders as at the Record Date are entitled to dissent. Accordingly, a beneficial Shareholder as at the Record Date wishing to exercise the right to dissent in respect of the Continuance Resolution must make arrangements for the registered Shareholder to dissent on behalf of the beneficial Shareholder or, alternatively, such beneficial Shareholder may make arrangements for its Common Shares to be registered in such beneficial Shareholder’s name prior to the time the written objection to the Continuance Resolution is required to be received by the Corporation.

DATED this 30th day of December, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Michel Lassonde"
President, Chief Executive Officer and Director

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS ... 1
TABLE OF CONTENTS ... i
FORWARD-LOOKING INFORMATION ... 1
SOURCE OF INFORMATION ... 1
CURRENCY INFORMATION ... 2
GLOSSARY ... 3
SUMMARY OF THE INFORMATION CIRCULAR ... 14
INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING ... 20
SOLICITATION OF PROXIES ... 20
APPOINTMENT AND REVOCATION OF PROXIES ... 20
REGISTERED SHAREHOLDERS ... 20
NON-REGISTERED SHAREHOLDERS ... 22
EXERCISE OF PROXIES ... 23
NOTICE-AND-ACCESS ... 23
VOTING SHARES ... 23
QUORUM ... 24
PRINCIPAL SHAREHOLDERS ... 24
MAJORITY OF THE MINORITY SHAREHOLDER APPROVAL ... 24
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ... 24
DESCRIPTION OF THE TRANSACTION ... 25
ARRANGEMENT AGREEMENT ... 25
PRIVATE PLACEMENT ... 33
MARGAUX APPROVAL ... 34
COURT APPROVAL ... 34
ARRANGEMENT ... 34
EXCHANGE AND SECURITIES LAW MATTERS ... 37
BUSINESS TO BE CONDUCTED AT THE MEETING ... 40
PRESENTATION OF FINANCIAL STATEMENTS ... 40

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FIXING THE NUMBER DIRECTORS ... 40
APPOINTMENT OF DIRECTORS ... 40
APPOINTMENT OF AUDITOR ... 42
APPROVAL OF STOCK OPTION PLAN ... 43
APPROVAL OF RESULTING ISSUER STOCK OPTION PLAN ... 45
APPROVAL OF THE ARRANGEMENT ... 50
APPROVAL OF CONTINUANCE ... 51
OTHER MATTERS ... 58
INFORMATION CONCERNING ODESSA ... 58
CORPORATE STRUCTURE ... 58
GENERAL DEVELOPMENT OF THE BUSINESS ... 59
DESCRIPTION OF THE TRANSACTION ... 59
PRIVATE PLACEMENT ... 59
SELECTED FINANCIAL INFORMATION AND MD&A ... 59
DESCRIPTION OF THE SECURITIES ... 60
OPTIONS TO PURCHASE SECURITIES OF ODESSA ... 60
PRIOR SALES ... 60
MARKET PRICE AND TRADING VOLUME DATA ... 61
NON-ARM'S LENGTH TRANSACTIONS ... 61
LEGAL PROCEEDINGS ... 62
EXECUTIVE COMPENSATION ... 62
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ... 64
MANAGEMENT CONTRACTS ... 64
CORPORATE GOVERNANCE ... 65
AUDIT COMMITTEE ... 66
AUDITOR, TRANSFER AGENT AND REGISTRAR ... 69
MATERIAL CONTRACTS ... 69

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INFORMATION CONCERNING MARGAUX ... 71
CORPORATE STRUCTURE ... 71
GENERAL DEVELOPMENT OF THE MARGAUX BUSINESS ... 71
NARRATIVE DESCRIPTION OF THE BUSINESS ... 71
SIGNIFICANT ACQUISITIONS ... 72
SELECTED FINANCIAL INFORMATION ... 72
MANAGEMENT'S DISCUSSION AND ANALYSIS ... 73
DESCRIPTION OF SECURITIES ... 73
CONSOLIDATED CAPITALIZATION ... 74
PRIOR SALES ... 74
STOCK EXCHANGE PRICE ... 74
EXECUTIVE COMPENSATION ... 75
LEGAL PROCEEDINGS ... 78
MATERIAL CONTRACTS ... 79
INFORMATION CONCERNING THE RESULTING ISSUER ... 80
CORPORATE STRUCTURE ... 80
NARRATIVE DESCRIPTION OF THE BUSINESS ... 80
DESCRIPTION OF SECURITIES ... 81
PRO FORMA CONSOLIDATED CAPITALIZATION ... 82
FULLY DILUTED UNIT CAPITAL ... 83
AVAILABLE FUNDS AND PRINCIPAL PURPOSES ... 83
DISTRIBUTIONS ... 84
PRINCIPAL SECURITYHOLDERS ... 84
TRUSTEES AND OFFICERS AND PROMOTERS ... 84
AUDIT COMMITTEE ... 95
CORPORATE GOVERNANCE ... 97
EXECUTIVE COMPENSATION ... 99

iii

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TRUSTEE COMPENSATION... 101
INDEBTEDNESS OF TRUSTEES AND OFFICERS... 101
INVESTOR RELATIONS ARRANGEMENTS... 102
SECURITY BASED COMPENSATION... 102
ESCROWED SECURITIES... 103
AUDITOR, TRANSFER AGENT AND REGISTRAR... 106
AUDITOR... 106
TRANSFER AGENT AND REGISTRAR... 106
RISK FACTORS... 106
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS... 116
GENERAL MATTERS... 121
SPONSORSHIP... 121
EXPERTS... 122
OTHER MATERIAL FACTS... 122
BOARD APPROVAL... 122

Appendix "A" Arrangement Resolution
Appendix "B" Audited Financial Statements of Odessa Capital Ltd. for the Year Ended December 31, 2023
Appendix "C" Management’s Discussion and Analysis of Odessa Capital Ltd. for the Year Ended December 31, 2023
Appendix "D" Unaudited Condensed Interim Financial Statements of Odessa Capital Ltd. for the Nine Months Ended September 30, 2024
Appendix "E" Management's Discussion and Analysis of Odessa Capital Ltd. for the Nine Months Ended September 30, 2024
Appendix "F" Audited Financial Statements of Margaux Real Estate Investment Trust for the Years Ended December 31, 2023 and 2022
Appendix "G" Management’s Discussion and Analysis of Margaux Real Estate Investment Trust for the Year Ended December 31, 2023
Appendix "H" Unaudited Interim Financial Statements of Margaux Real Estate Investment Trust for the Nine Months Ended September 30, 2024

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Appendix "I"
Management’s Discussion and Analysis of Margaux Real Estate Investment Trust for the Nine Months Ended September 30, 2024

Appendix "J"
Odessa Stock Option Plan

Appendix "K"
Resulting Issuer Stock Option Plan

Appendix "L"
Odessa Audit Committee Charter

Appendix "M"
Unaudited Pro Forma Statement of Financial Position of the Resulting Issuer

Appendix "N"
Resulting Issuer Audit Committee Charter

Appendix "O"
Notice of Application and Interim Order

Appendix "P"
Plan of Arrangement

Appendix "Q"
General By-Law of Odessa

Appendix "R"
Section 191 of the Business Corporation Act (Alberta)

Appendix "S"
Section 190 of the Canada Business Corporations Act

CERTIFICATE OF ODESSA CAPITAL LTD.

CERTIFICATE OF MARGAUX REAL ESTATE INVESTMENT TRUST

ACKNOWLEDGEMENT – PERSONAL INFORMATION

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FORWARD-LOOKING INFORMATION

This Circular contains forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or states that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Odessa, Margaux or the Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information.

Examples of such statements include: (A) the intention to complete the Qualifying Transaction and the Arrangement; (B) the description of the Resulting Issuer that assumes completion of the Transaction; and (C) in respect of the Resulting Issuer and Margaux, statements pertaining to, without limitation, expected capital expenditures, corporate governance, costs and timing of future construction or expansion, permitting requirements, requirements for additional capital, customer risks, construction risks, claims and limitations on insurance coverage.

Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained in this Circular. Such forward-looking information is based on a number of assumptions that may prove to be incorrect, including, but not limited to: (a) the ability of Odessa to (i) complete the Transaction, (ii) satisfy the conditions precedent under the Arrangement Agreement, (iii) satisfy the requirements of the Exchange such that it will issue the Final QT Exchange Bulletin, (iv) obtain necessary financing and adequate insurance, and (v) successfully integrate Odessa and Margaux and manage risks; (b) the economy generally; and (c) in respect of the Resulting Issuer and Margaux, there being no significant disruptions affecting operations, whether due to expansion at the facilities, permitting, labour or the operation of the facilities. The factors identified above are not intended to represent a complete list of the factors that could affect Odessa, Margaux or the Resulting Issuer. Additional factors are noted under the heading "Risk Factors".

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking information contained in this Circular. These factors should be carefully considered and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this Circular. All subsequent forward-looking information attributable to Odessa, Margaux or the Resulting Issuer herein is expressly qualified in its entirety by the cautionary statements contained or referred to herein. Odessa, Margaux and the Resulting Issuer do not undertake any obligation to release publicly any revisions to this forward-looking information to reflect events or circumstances that occur after the date of this Circular or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

SOURCE OF INFORMATION

The information contained in this Circular with respect to Margaux (and any information with respect to the Resulting Issuer that is dependent upon the information with respect to Margaux) has been furnished by Margaux. Odessa and its directors and officers have relied on the information relating to Margaux furnished by Margaux and assume no responsibility for any errors in such information or omissions therefrom. Similarly, neither Margaux nor its directors or officers assume any responsibility for any errors in the information contained herein or omissions therefrom with respect to Odessa or any information with respect to the Resulting Issuer or omissions therefrom that is dependent upon information with respect to Odessa.

CURRENCY INFORMATION

Unless otherwise indicated, all currency amounts reflected herein are stated in Canadian dollars and references to "$" or "dollars" are references to Canadian dollars.

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GLOSSARY

The following is a glossary of certain definitions used in this Circular. Terms and abbreviations used in the financial statements and MD&A of Odessa, Margaux and the Resulting Issuer in the appendices to this Circular are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

"ABCA" means the Business Corporations Act (Alberta);

"Affiliate" means a company that is affiliated with another company as described below.

A company is an "Affiliate" of another company if:

(a) one of them is the subsidiary of the other, or
(b) each of them is controlled by the same Person.

A company is "controlled" by a Person if:

(a) voting securities of the company are held, other than by way of security only, by or for the benefit of that Person, and
(b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company.

A Person beneficially owns securities that are beneficially owned by:

(a) a company controlled by that Person, or
(b) an Affiliate of that Person or an Affiliate of any company controlled by that Person;

"Amalco" means the amalgamated corporation to be constituted upon completion of the amalgamation of Odessa and Newco pursuant to the Arrangement;

"Amalco Shares" means the common shares in the capital of Amalco;

"Arrangement" means the proposed arrangement under the provisions of section 192 of the CBCA, on and subject to the terms and conditions set forth in the Plan of Arrangement and any supplement, modification or amendment thereto made in accordance with the terms of the Arrangement Agreement;

"Arrangement Agreement" means the arrangement agreement dated July 22, 2024 among Margaux, Odessa and Newco, as may be amended or supplemented from time to time, with respect to the Transaction;

"Arrangement Agreement Termination Date" means October 31, 2024 or such other date as Margaux, Odessa and Newco may agree upon in writing;

"Arrangement Resolution" means the special resolution of the Odessa Shareholders voting at the Meeting, in person or by proxy, approving the Arrangement, the Plan of Arrangement and the Arrangement Agreement, substantially in the form set out in Appendix "A" to this Circular;

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"Arrangement Resolution Dissent Rights" mean the rights of dissent arising in respect of the Arrangement Resolution, to the extent considered at the Meeting, provided pursuant to the CBCA, the Interim Order and the Plan of Arrangement;

"Articles of Arrangement" means the articles of arrangement in respect of the Arrangement required under section 192 of the CBCA to be filed with the Director after the Final Order has been made to give effect to the Arrangement;

"Assets and Properties" with respect to any person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, tangible or intangible, choate or inchoate, absolute, accrued, contingent, fixed or otherwise, and, in each case, wherever situated), including the goodwill related thereto, operated, owned or leased by or in the possession of such person;

"Associate" when used to indicate a relationship with a person or company, means:

(a) an issuer of which the person or company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer,

(b) any partner of the person or company,

(c) any trust or estate in which the person or company has a substantial beneficial interest or in respect of which a person or company serves as trustee or in a similar capacity,

(d) in the case of a person, a relative of that person, including:

(i) that person’s spouse or child, or

(ii) any relative of the person or of his spouse who has the same residence as that person;

but

(e) where the Exchange determines that two persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D with respect to that Member firm, Member corporation or holding company;

"Audit Committee" means the audit committee of the Resulting Issuer, as defined by National Instrument 52-110 – Audit Committees;

"Board" means the board of directors of Odessa, as constituted from time to time;

"Business Combination" has the meaning ascribed to that term in Exchange Policy 5.9 and MI 61-101, and includes a business combination that is determined by the Exchange to be a business combination;

"Business Day" means any day other than a Saturday, Sunday or a statutory holiday in the Province of Alberta;

"CBCA" means the Canada Business Corporations Act;

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"Certificate of Arrangement" means the certificate of arrangement for the Arrangement issued by the Director under Section 192(7) of the CBCA;

"Circular" means this Management Information Circular;

"Closing" means the closing of the Transaction;

"Company" unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual;

"Completion of the Qualifying Transaction" means the date the Final QT Exchange Bulletin is issued by the Exchange;

"Consolidation" means the consolidation of the Odessa Shares on the basis of one (1) pre-consolidation Odessa Share for every twelve (12) post-consolidation Odessa Shares held, which Consolidation shall occur prior to completion of the Arrangement;

"Consolidation Ratio" means the ratio of one (1) pre-consolidation Odessa Share for every twelve (12) post-consolidation Odessa Shares held;

"Continuance" means the continuance of Odessa from a corporation incorporated under the ABCA to a corporation continued under the CBCA, which continuance shall occur prior to the Effective Time;

"Continuance Resolution" has the meaning assigned thereto in the section headed "Business to Be Conducted at the Meeting – Approval of Continuance";

"Continuance Resolution Dissent Rights" mean the rights of dissent arising in respect of the Continuance Resolution, to the extent considered at the Meeting, provided pursuant to the ABCA;

"Contract" means all agreements, contracts or commitments of any nature, written or oral, including, for greater certainty and without limitation, leases, purchase agreements, manufacturing, supply and distribution agreements, loan documents and security documents;

"Contract of Trust" means the contract of trust dated as of October 29, 2021 governing Margaux, as the same may be amended and/or restated from time to time;

"Control Person" means any person or company that holds or is one of a combination of persons or companies that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer;

"Convertible Debentures" means convertible debentures of Margaux, having such terms and conditions as are agreed to by Odessa and Margaux;

"Corporation" or "Odessa" means Odessa Capital Ltd., a company incorporated pursuant to the provisions of the ABCA on January 18, 2023;

"Court" means the Superior Court sitting in the district on Longueuil;

"CPC" means a corporation:

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(a) that has been incorporated or organized in a jurisdiction of Canada;
(b) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with Exchange Policy 2.4; and
(c) in regard to which the completion of the Qualifying Transaction has not yet occurred;

"CPC Escrow Agreement" means the escrow agreement dated as of June 22, 2023 entered into among Odessa, Computershare Trust Company of Canada, as escrow agent, and certain securityholders of Odessa;

"CPC Escrowed Shares" means the Odessa Shares escrowed under the CPC Escrow Agreement;

"Dissenting Shareholders" mean, collectively, Dissenting Arrangement Shareholders and Dissenting Continuance Shareholders;

"Dissenting Arrangement Shareholders" means registered Odessa Shareholders, who validly exercise, and have not withdrawn, Arrangement Resolution Dissent Rights at the Effective Time;

"Dissenting Continuance Shareholders" means registered Odessa Shareholders, who validly exercise, and have not withdrawn, Continuance Resolution Dissent Rights as permitted by Section 191 of the ABCA;

"Effective Date" means the effective date of the Arrangement, which shall be the date of the Certificate of Arrangement;

"Effective Time" means the effective time at which the Articles of Arrangement are filed on the Effective Date;

"Exchange" means the TSX Venture Exchange Inc.;

"Exchange Policy 2.4" means Policy 2.4 - Capital Pool Companies of the Manual;

"Exchange Policy 4.4" means Policy 4.4 – Security Based Compensation of the Manual;

"Exchange Policy 5.4" means Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the Manual;

"Final QT Exchange Bulletin" means the bulletin issued by the Exchange following the closing of the Qualifying Transaction and the submission of all required documentation and that evidences the final Exchange acceptance of the Qualifying Transaction;

"Final Prospectus" means the final prospectus of Odessa dated June 22, 2023;

"Form 51-102F6" means Form 51-102F6 – Statement of Executive Compensation;

"Governmental Authority" means any foreign, national, provincial, local or state government, any political subdivision or any governmental, judicial, public or statutory instrumentality, court, tribunal, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or person or entity in question including, without limitation, the Exchange;

"Indebtedness" of any person means all obligations of such person:

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(d) for borrowed money;
(e) evidenced by notes, bonds, debentures or similar instruments;

(f) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business);
(g) under capital and operating leases;
(h) under "vendor take-back" financing or deferred payments in connection with any acquisition; or

(i) which are guarantees of the obligations described in clauses (i) through (v) above of any other person if secured by any or all of the Assets and Properties of the guarantor.

"IFRS" means International Financial Reporting Standards;

"Insider" if used in relation to an issuer, means:
(a) a director or senior officer of the issuer;
(b) a director or senior officer of the company that is an Insider or subsidiary of the issuer;
(c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the issuer; or
(d) the issuer itself if it holds any of its own securities;

"Interested Party" has the meaning ascribed to the term "interested party" in MI 61-101;

"Interim Order" means the interim order of the Court in a form acceptable to Odessa, Margaux and Newco, issued under section 192 of the CBCA containing declarations and directions with respect to the Arrangement and the Meeting and issued pursuant to the application of Newco, as such order may be amended, modified, supplemented or varied by the Court with the consent of Odessa, Margaux and Newco, each acting reasonably;

"IPO" means initial public offering;

"Margaux Trustees Resolution" means the resolutions of the trustees of Margaux approving the Arrangement Agreement and the consummation of transactions contemplated therein;

"Margaux" means Margaux Real Estate Investment Trust / Fiducie De Placement Immobilier Margaux, a trust established under the Civil Code of Québec pursuant to the Contract of Trust;

"Margaux Agent Option" means the options to be issued to holders of the Odessa Agent Options pursuant to the terms of the Arrangement;

"Margaux Audited Financial Statements" means the audited financial statements of Margaux as at and for the financial years ended December 31, 2023 and 2022, including the notes thereto and the report of Margaux's auditors thereon;

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"Margaux Board" means the board of Trustees of Margaux;

"Margaux Interim Financial Statements" means the unaudited interim financial statements of Margaux for the nine months ended September 30, 2024, including the notes thereto;

"Margaux Option Plan" means Margaux’s unit option plan, in a form acceptable to Odessa, to be adopted by Margaux prior to the Effective Time;

"Margaux Options" means the 700,000 currently outstanding stock options of Margaux exercisable between $1.00 and $1.25 per Margaux Unit;

"Margaux Trustees Resolution" means the resolution of the Margaux Trustees, approving the Arrangement (in one or more counterparts and delivered via facsimile or other electronic transmission or any other manner acceptable to Odessa and Margaux);

"Margaux Trustees" means the trustees of Margaux;

"Margaux Unitholders" means a holder of Margaux Units from time to time, and "Margaux Unitholders" means all of such holders;

"Margaux Units" means units of Margaux;

"Material Adverse Change" or "Material Adverse Effect" means, with respect to a Party, any action, fact, effect, change, event, development, circumstance or occurrence that, individually or in the aggregate with other such actions, facts, effects, changes, events, developments, circumstances or occurrences is, or would reasonably be expected to:

(a) be material and adverse to the current or future financial condition, business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise), liabilities (contingent or otherwise), or cash flows of such party and its subsidiaries, if any, taken as a whole, other than any action, fact effect, change, event or development resulting from:

(i) general economic, financial, currency exchange, securities, credit or commodity prices in Canada or elsewhere;

(ii) conditions affecting the self-storage industry as a whole, and not specifically relating to such party and/or its subsidiaries, if any;

(iii) changes in applicable laws (including tax laws);

(iv) any changes in IFRS or in any interpretation thereof, by any Governmental Authority;

(v) the announcement of the execution of this Agreement or the transactions contemplated hereby;

(vi) the failure of such party to meet any internal or published projections, forecasts or estimates of revenues, earnings or cash flow;

(vii) any changes in the trading price or trading volumes of the securities of such party;

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(viii) any acts of God, riots, terrorism, sabotage, earthquakes, epidemics, pandemics (including the COVID-19 pandemic), military action or war (whether or not declared), change in global, national or regional political conditions, civil unrest, or disturbances or similar event or escalation or worsening thereof; or

(ix) any changes or effects arising from matters permitted or contemplated by this Agreement or consented to or approved in writing by the other party;

provided, however, that in each case, the causes underlying such changes may be considered to determine whether such causes constitute a Material Adverse Change or a Material Adverse Effect and where, in the case of (i), (ii), (iii), (iv), (v), and (ix), such effect relating to or resulting from the foregoing does not have a disproportionate effect on the current or future financial condition, business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise), liabilities (contingent or otherwise) or cash flows or prospects of such party and its subsidiaries, if any, taken as a whole, as compared to the corresponding effect on comparable Persons operating in the industries and geographic areas in which such party or any of its affiliates operate; or

(b) prevent, materially delay or materially impair the ability of such party to consummate the transactions contemplated by this Agreement or that would materially impair, delay or impact its ability to perform its obligations under this Agreement;

"Maximum Private Placement" means the Private Placement, assuming that the maximum number of securities that may be subscribed for under the Private Placement, being 3,000 PP Units, are purchased thereunder for aggregate gross proceeds of $3,000,000;

"Meeting" means the annual and special meeting of the Odessa Shareholders, called and held in accordance with the Interim Order, to approve the Arrangement and certain other matters.

"MI 61-101" means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction

"Minimum Private Placement" means the Private Placement, assuming that the minimum number of securities that may be subscribed for under the Private Placement, being 1,000 PP Units, are purchased thereunder for aggregate gross proceeds of $1,000,000;

"Minority Shareholders" means the holders of Odessa Shares who are permitted to vote pursuant to MI 61-101 in respect of the minority approval required for the Arrangement Resolution, as described under the section headed "Description of the Transaction - Exchange and Securities Law Matter - Majority of the Minority Shareholder Approval";

"Named Executive Officer" or "NEO" means each of the following individuals: (i) the Chief Executive Officer of the corporation; (ii) the Chief Financial Officer of the corporation; (iii) each of the three most highly compensated executive officers of the corporation, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and (iv) each individual who would be an Named Executive Officer under paragraph (iii) but for the fact that the individual was neither an executive officer of the corporation or its subsidiaries, nor acting in a similar capacity, at the end of that financial year;

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"Newco" means 16080022 Canada Inc., a wholly-owned subsidiary of Margaux, and a body corporate incorporated under the CBCA for the sole purpose of effecting the Arrangement;

"Newco Shares" means the common shares in the capital of Newco;

"Non-Arm's Length Party" means:

(a) in relation to a Company:

(i) a Promoter, officer, director, other Insider or Control Person of that Company and any Associates or Affiliates of any of such Persons; or
(ii) another entity or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer, director, Insider or Control Person as the Company; and

(b) in relation to an individual, any Associate of the individual or any Company of which the individual is a Promoter, officer, director, Insider or Control Person;

"Non-Arm's Length Qualifying Transaction" means a proposed Qualifying Transaction where the same party or parties or their respective Associates or Affiliates are Control Persons in both the CPC and in relation to the Significant Assets which are to be the subject of the proposed Qualifying Transaction;

"Non-Registered Shareholders" means Odessa Shareholders who do not hold their Odessa Shares in their own names;

"Notice of Meeting" means the notice to Odessa Shareholders associated with the Meeting;

"Odessa Agent Options" means the 1,500,000 agent's options of Odessa, each exercisable to acquire one Odessa Share at a price of $0.10 per share;

"Odessa Audit Committee" means the audit committee of the board of directors of Odessa;

"Odessa Audited Financial Statements" means the audited financial statements of Odessa for the financial year ended December 31, 2023, including the notes thereto and the report of Odessa's auditors thereon;

"Odessa Board" means the board of directors of Odessa;

"Odessa Financial Statements" means, collectively, the Odessa Audited Financial Statements and the Odessa Interim Financial Statements;

"Odessa Interim Financial Statements" means the unaudited condensed interim financial statements of Odessa for the nine months ended September 30, 2024, including the notes thereto;

"Odessa Option Plan" means the current stock option plan of Odessa, which provides that the Board of Odessa may, from time to time, in its discretion, and in accordance with Exchange requirements, grant to directors, officers, employees and consultants of Odessa, options to purchase Odessa Shares;

"Odessa Optionholder" means a holder of Odessa Options from time to time, and "Odessa Optionholders" means all of such holders;

"Odessa Options" means stock options issued pursuant to the Odessa Option Plan;

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"Odessa Shareholder" means a holder of Odessa Shares from time to time, and "Odessa Shareholders" means all of such holders;

"Odessa Shares" means the common shares in the capital of Odessa, as presently constituted on the date hereof;

"Participants" has the meaning assigned thereto in the section headed "Information Concerning Margaux – General Development of the Margaux Business";

"Party" and plural "Parties" mean one or more party to the Arrangement Agreement, the Parties being Odessa, Margaux and Newco;

"Person" means a company or individual;

"Plan of Arrangement" means the Plan of Arrangement attached hereto as Exhibit "N", as the same may be amended from time to time in accordance with the terms of the Arrangement Agreement;

"PP Units" means a notional unit of Margaux, issuable at a price of $1,000 per PP Unit, each of which shall consist of $520 in principal amount of a Convertible Debenture and 400 Margaux Units, or as Odessa and Margaux may otherwise agree, acting reasonably;

"Principal" has the meaning attributable thereto in Policy 1.1 – Interpretation of the Exchange;

"Private Placement" means the proposed private placement of PP Units of Margaux for gross proceeds of a minimum of $1,000,000 and up to a maximum of $3,000,000, or as Odessa and Margaux may otherwise agree, acting reasonably;

"Promoter" means:

(a) a person or company who, acting alone or in conjunction with one or more other persons, companies or a combination thereof, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of an issuer; or
(b) a person or company who, in connection with the founding, organizing or substantial reorganizing of the business of an issuer, directly or indirectly, receives in consideration of services or property, or both services and property, 10 per cent or more of any class of securities of the issuer or 10 per cent or more of the proceeds from the sale of any class of securities of a particular issue, but a person or company who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this definition if such person or company does not otherwise take part in founding, organizing, or substantially reorganizing the business;

"Properties" means, collectively, Property ARP, Property Cowansville and Property SSD, and "Property" means any one of them;

"Property ARP" means the property located at 1107-1111, route 139 (Principale), Roxton Pond, province de Québec, J0E 1Z0;

"Property ARP Acquisition Agreement" means the acquisition agreement dated March 17, 2023, entered into between Phénix Avantage Inc. and SEC Alpha Roxton Pond, pursuant to which Margaux acquired

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Property ARP, together with the sale price agreement dated March 17, 2023, entered into between Phénix Avantage Inc. and SEC Alpha Roxton Pond, pursuant to which the sale price for the acquisition of Property ARP was established;

"Property Cowansville" means the property located at 783-785, rue Principale en la ville de Cowansville, province de Québec, J2K 1J8;

"Property Cowansville Acquisition Agreement" means the acquisition agreement dated August 23, 2022, entered into between 9160-2060 Québec Inc. and SEC Libre Entreposage Cowansville, pursuant to which Margaux acquired Property Cowansville;

"Property SSD" means the property located at 625, rue Janelle, Drumondville, province de Québec, J2C 5S5;

"Property SSD Acquisitions Agreement" means the acquisition agreement dated December 22, 2021, entered into between Entreposage Centre du Québec Inc. and SEC Libre Entreposage Drummond, together with the sale price agreement dated December 22, 2021, entered into between Entreposage Centre du Québec Inc. and SEC Libre Entreposage Drummond, pursuant to which the sale price for the acquisition of Property SSD was established;

"Qualifying Transaction" means a transaction where a CPC acquires Significant Assets other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means, and, specifically in the case of Odessa, means the Transaction, as more particularly described herein;

"Registered Shareholder" means a Odessa Shareholder who holds Odessa Shares in their own name and has a share certificate or direct registration system (DRS) statement;

"Related Party" has the meaning ascribed to the term "related party" under MI 61-101;

"Resulting Issuer" means Margaux as it exists upon completion of the Arrangement to be known as "Margaux Real Estate Investment Trust" or such other name determined by Odessa and Margaux;

"Resulting Issuer Board" means the board of trustees of the Resulting Issuer;

"Resulting Issuer Agent Options" means the Agent Options following the completion of the Arrangement;

"Resulting Issuer Option Plan" means the Margaux Option Plan, following the completion of the Transaction;

"Resulting Issuer Options" means the stock options of the Resulting Issuer that will be outstanding upon completion of the Arrangement;

"Resulting Issuer Unitholders" means the unitholders of the Resulting Issuer at the relevant time;

"Resulting Issuer Units" means the Units of the Resulting Issuer, including those issued upon the Arrangement;

"Securities Laws" means all applicable securities laws, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, blanket rulings, notices and other regulatory instruments of the securities regulatory authorities in applicable jurisdictions, including the rules and published policies of the Exchange;

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"Significant Assets" means one or more assets or businesses which, when purchased, optioned or otherwise acquired by the CPC, together with any concurrent transactions, would result in the CPC meeting the initial listing requirements of the Exchange;

"Subsidiary" includes, with respect to any person, company, partnership, limited partnership, trust or other entity, any company, partnership, limited partnership, trust or other entity controlled, directly or indirectly, by such person, company, partnership, limited partnership, trust or other entity;

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, as amended;

"Transfer Agent" means Computershare Trust Company of Canada, the transfer agent and registrar of Odessa; and

"Transaction" means the business combination between Odessa and Margaux whereby Margaux will acquire Odessa by way of the Arrangement, and which will constitute the Qualifying Transaction of Odessa pursuant to Exchange Policy 2.4.

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SUMMARY OF THE INFORMATION CIRCULAR

The following is a summary of information relating to Odessa, Margaux and the Resulting Issuer (assuming completion of the Arrangement) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Circular.

Meeting and Record Date

The Meeting is scheduled to be held at 10:00 a.m. (Eastern Time) on January 30, 2025, at Hotel Alt, 6500 Blvd de Rome, Brossard, QC, J4Y 0B6, Canada.

The Board has fixed the Record Date for determining Odessa Shareholders who are entitled to receive notice of and vote at the Meeting as December 16, 2024.

Director Appointment

Odessa Shareholders will be asked to fix the number of directors to be elected at the Meeting at five (5), and to elect the directors to serve until the next annual meeting of the Odessa Shareholders.

For more information, see the section headed "Business to be Conducted at the Meeting – Appointment of Directors".

Appointment of Auditor

Odessa Shareholders will be asked to appoint MNP LLP, as the auditor of the Corporation until the next annual meeting of Odessa Shareholders, at a remuneration to be fixed by the Board.

For more information, see the section headed "Business to be Conducted at the Meeting – Appointment of Auditor".

Approval of Odessa Option Plan

In accordance with Exchange Policy 4.4, Odessa Shareholders will be asked to consider, and, if deemed advisable, approve an ordinary resolution approving the Odessa Option Plan.

Approval of Resulting Issuer Option Plan

In accordance with Exchange Policy 4.4, Odessa Shareholders will be asked to consider, and, if deemed advisable, approve an ordinary resolution of disinterested shareholders approving, adopting and ratifying the Resulting Issuer Option Plan.

Arrangement Resolution

At the meeting, the Odessa Shareholders will be asked to consider, and, if deemed advisable, pass a special resolution approving the Arrangement, the full text of which is set out in Appendix "A" to this Circular. To be effective, the Arrangement Resolution must be passed at the Meeting by (a) at least 66⅔% of the votes cast on the Arrangement Resolution by the Odessa Shareholders present in person or represented by proxy at the Meeting, and (b) at least a majority of the votes cast on the Arrangement Resolution by the Odessa Shareholders present in person or represented by proxy at the Meeting, excluding votes attached to Odessa Shares that are beneficially owned or over which control or direction is exercised by Odessa, an Interested Party, a Related Party of an Interested Party, or a joint actor with an Interested Party or with a Related Party of an Interested Party in accordance with the minority approval requirements of Multilateral Instrument 61-

101 – Protection of Minority Security Holders in Special Transactions. Completion of the Arrangement is also subject to certain required court and regulatory approvals, and customary conditions to closing as set forth in the Arrangement Agreement.

For more information, see the sections headed "Description of the Transaction – Exchange and Securities Law Matters" and "Business to be Conducted at the Meeting – Approval of the Arrangement".

Qualifying Transaction

The Transaction will be carried out pursuant to the terms of the Arrangement Agreement entered into among Odessa, Margaux and Newco, a copy of which is filed on Odessa’s SEDAR+ profile at www.sedarplus.ca. The below description of the terms of the Transaction and the Arrangement Agreement is qualified in its entirety by reference to the full text of the Arrangement Agreement.

Pursuant to the terms of the Arrangement Agreement, at the Effective Time, each Odessa Share (except for those held by Dissenting Shareholders) will be transferred to Margaux in exchange for Margaux Units, in proportion to the number of Odessa Shares held by each Odessa Shareholder, at a ratio of one (1) Margaux Unit for each twelve (12) Odessa Shares. In addition, each Odessa Option (subject to the Consolidation Ratio) will be exchanged for a Margaux Option adjusting for the Consolidation Ratio, and each Odessa Agent Option (subject to the Consolidation Ratio) will be exchanged for one Margaux Agent Option. Odessa will amalgamate with Newco to form Amalco, which will continue as a wholly-owned subsidiary of Margaux.

In connection with the Transaction, Margaux intends to complete the Private Placement, whereby it anticipates selling PP Units at a price of $1,000 per PP Unit for gross proceeds of a minimum of $1,000,000 and a maximum of $3,000,000. Each PP Unit shall consist of $520 in principal amount of a Convertible Debenture and 400 Margaux Units at a price per Margaux Unit of $1.20, or as Odessa and Margaux may otherwise agree, acting reasonably. The Convertible Debentures will have a term of 5 years, bear interest at 6.0%, payable every 6 months, and will be convertible into Margaux Units at a price of $1.40 per Margaux Unit. Assuming the completion of the Minimum Private Placement, a total of $520,000 in principal amount of convertible debentures and 400,000 Margaux Units will be issued. On a full diluted basis, a total of 771,428 Margaux Units will be issuable pursuant to the Minimum Private Placement. Assuming the completion of the Maximum Private Placement, a total of $1,560,000 in principal amount of convertible debentures and 1,200,000 Margaux Units will be issued. On a full diluted basis, a total of 2,314,285 Margaux Units will be issuable pursuant to the Maximum Private Placement. There are no commissions or finder's fees payable in connection with the Private Placement. It is a condition to the obligations of Odessa to consummate the transactions contemplated under the Arrangement Agreement that Margaux shall have completed the Private Placement on or before the Effective Date.

Following completion of the Transaction, assuming completion of the Minimum Private Placement, it is anticipated that that the Resulting Issuer will have 6,261,726 Resulting Issuer Units outstanding at a deemed price of $1.20 per Resulting Issuer Unit, of which 4,195,059 Resulting Issuer Units, representing approximately 67% of the then outstanding Resulting Issuer Units, will be held by the former Margaux Unitholders, 1,666,667 Resulting Issuer Units, representing approximately 27% of the then outstanding Resulting Issuer Units, will be held by the current Odessa Shareholders, and 400,000 Resulting Issuer Units, representing approximately 6% of the then outstanding Resulting Issuer Units, will be held by investors in the Private Placement.

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approximately 59% of the then outstanding Resulting Issuer Units, will be held by the former Margaux Unitholders, 1,666,667 Resulting Issuer Units, representing approximately 24% of the then outstanding Resulting Issuer Units, will be held by the current Odessa Shareholders, and 1,200,000 Resulting Issuer Units, representing approximately 17% of the then outstanding Resulting Issuer Units, will be held by investors in the Private Placement.

For more information, see the section headed "Description of the Transaction – Arrangement".

Continuance Resolution

Odessa Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, a special resolution approving the continuance of the Corporation from the Province of Alberta under the Business Corporations Act (Alberta) into the Federal jurisdiction of Canada under the Canada Business Corporations Act, and the adoption of a new general by-law of the Corporation (attached hereto as Appendix "Q").

For more information, see the section headed "Business to be Conducted at the Meeting – Approval of Continuance".

Shareholder Approvals and Business Combinations

The Arrangement is a Business Combination pursuant to MI 61-101. Pursuant to MI 61-101, if a transaction is a Business Combination, a formal valuation and minority approval of the Arrangement is required. Minority approval requires the approval of the majority of the votes cast by Odessa Shareholders at the Meeting excluding votes attached to Odessa Shares that are beneficially owned or over which control or direction is exercised by Odessa, an Interested Party, a Related Party of an Interested Party, or a joint actor with an Interested Party or with a Related Party of an Interested Party. Michel Lassonde, André Verrier, Richard Morrison and Pierre Colas are Interested Parties to the Transaction, and accordingly, the 1,000,000 Odessa Shares, 1,000,000 Odessa Shares, 500,000 Odessa Shares and 500,000 Odessa Shares held or controlled or directed by them, respectively, will be excluded from the vote on the Arrangement Resolution, resulting in votes attaching to a total of 3,000,000 Odessa Shares being excluded from the vote on the Arrangement Resolution.

MI 61-101 provides that, unless exempted, an issuer proposing to carry out a Business Combination is required to engage an independent valuator to prepare a formal valuation of the affected securities and to provide to the holders of the affected securities a summary of such valuation. Odessa will be relying on an exemption from this valuation requirement pursuant to subsection 4.4(1)(a) of MI 61-101 on the basis that the Odessa Shares are listed on the Exchange.

For more information, see the section headed "Description of the Transaction – Exchange and Securities Law Matters".

Arm's Length Qualifying Transaction

The Arrangement does not constitute a Non-Arm's Length Qualifying Transaction for the purposes of Exchange Policy 2.4.

For more information, see the section headed "Description of the Transaction – Exchange and Securities Law Matters – Arm's Length Qualifying Transaction".

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Funds Available to Resulting Issuer and Principal Purpose

As at November 30, 2024, Odessa had working capital of $1,373,560 and Margaux had a working capital deficit of $329,346. Upon completion of the Transaction, assuming completion of the Minimum Private Placement, the pro forma working capital of the Resulting Issuer is anticipated to be $2,044,214. Upon completion of the Transaction, assuming completion of the Maximum Private Placement, the pro forma working capital of the Resulting Issuer is anticipated to be $4,044,214.

The Resulting Issuer is expected to use the funds available to it in furtherance of its stated business objectives. The following table shows the foreseeable available funds and the principal purposes for which the available funds are intended to be used by the Resulting Issuer, based on currently available information:

Available Funds:	Estimated Amount Assuming Completion of the Minimum Private Placement:	Estimated Amount Assuming Completion of the Maximum Private Placement:
Estimated Consolidated Working Capital (as at November 30, 2024)	$1,044,214	$1,044,214
Net Proceeds from the Private Placement	$1,000,000	$3,000,000
Total Available Funds	$2,044,214	$4,044,214
Anticipated Uses of Funds:
Remaining Estimated Cost of Transaction	$274,849	$274,849
Expansion of Property SSD	$200,000	$200,000
General and Administrative(1)	$205,500	$205,500
Unallocated Working Capital	$1,363,865	$3,363,865
Total Uses	$2,044,214	$4,044,214

Notes:

(1) General and administrative includes costs related to salaries, professional and consulting fees, office and administrative expenses, regulatory and transfer agent fees, insurance, tax, permits, conference and promotion expenses, and expenses associated with the operations of a public company.

The above uses of available funds should be considered estimates. Please see the discussion under "Forward-Looking Information".

For additional information, please see the discussion under the heading "Information Concerning the Resulting Issuer – Available Funds and Principal Purposes".

Selected Pro Forma Consolidated Financial Information

The pro forma statement of financial position of the Resulting Issuer after giving effect to the Transaction is attached as Appendix "M". A summary of such statements follows below.

	Pro Forma Balance Sheet ($)
	Assuming Completion of the Minimum Private Placements	Assuming Completion of the Maximum Private Placements
Current Assets	$2,901,664	$4,901,664
Non-current Assets	$7,295,805	$7,295,805
Total Assets	$10,197,469	$12,197,469
Total Liabilities	$4,388,387	$5,428,387
Shareholders' Equity	$5,809,082	$6,769,082

Exchange Listing and Market Price

The Odessa Shares were listed for trading on the Exchange on August 8, 2023, under the trading symbol "ALFA.P". Trading of the Odessa Shares was halted on March 20, 2024, in connection with the announcement of the Transaction. The closing price of the Odessa Shares on March 19, 2024, the last day the Odessa Shares traded prior to the trading halt, was $0.10.

No public market exists for any securities of Margaux.

The Odessa Shares are currently listed under Tier 2 on the Exchange. The Exchange has provided conditional acceptance of the listing of the Resulting Issuer Units upon the completion of the Transaction. Listing is subject to the Resulting Issuer fulfilling all of the listing requirements of the Exchange.

Conflicts of Interest

There may be potential conflicts of interest to which some of the trustees, officers and Insiders of the Resulting Issuer will be subject in connection with the operations of the Resulting Issuer. Some of the trustees, officers and Insiders may have been engaged in, are engaged in or will continue to be engaged in corporations or businesses which may be in competition with those of the Resulting Issuer. Accordingly, situations may arise where some or all of the trustees, officers and Insiders of the Resulting Issuer will be in direct competition with the Resulting Issuer. Conflicts, if any, will be subject to the procedures and remedies as provided under the CBCA. See the section headed "Summary of the Circular - Risk Factors".

Interests of Experts

No person or company who is named as having prepared or certified a part of the Circular or prepared or certified a report or valuation described or included in the Circular has, or will have, immediately following completion of the Transaction, any direct or indirect interest in Margaux, Odessa or in the Resulting Issuer.

For more information, see the section headed "General Matters – Experts".

Risk Factors

In evaluating the Transaction and other matters concerning the Corporation discussed in this Circular, Odessa Shareholders should carefully consider the risks relating to the Transaction and other matters set out in this Circular under the section headed "Risk Factors". The risks, uncertainties and other factors, many of which are beyond the control of the Resulting Issuer, that could influence actual results include, but are not limited to risk factors such as: (a) the Transaction not being completed; (b) general business risks; (c) risks related to real property ownership; (d) risks related to capital expenditures; (e) changes in government regulation; (f) risks associated with reliance on key personnel; (g) liquidity risks; (h) risks associated with any uninsured losses; (i) competition; (j) risks associated with the acquisition and integration of additional properties; (k) potential undisclosed liabilities associated with acquisitions; (l) litigation risks; (m)

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environmental risks; (n) access to capital and financing risk; (o) interest rate risk; (p) risks associated with the Resulting Issuer's limited operating history; (q) risks related to the resulting Issuer's ability to attract and retain talented personnel; (r) risks related to possible conflicts of interest; (s) dilution risk; (t) potential volatility of Resulting Issuer Unit prices; (u) no guaranteed return; (v) risks relating to SIFT rules; (w) tax related risks; (x) general economic risks; (y) risks associated with third party relationships; (z) volatile global financial and economic condition; (aa) the limited market for securities of the Resulting Issuer; (bb) risks associated with the disruption of the Resulting Issuer's business; (cc) public health crises; (dd) operating risk and insurance coverage; and (ee) risks related to privacy breaches. These risk factors are not a definitive list of all risks relating to the Transaction or other matters addressed in this Circular. Additional risks and uncertainties, including those currently unknown or considered immaterial by the Corporation, may also adversely affect the Transaction or the business of the Corporation, Margaux or the Resulting Issuer following the completion of the Transaction or execution of any other matters contemplated in this Circular.

Conditional Listing Approval

The Exchange has conditionally accepted the Transaction as the Corporation's Qualifying Transaction subject to Odessa fulfilling all of the requirement of the Exchange.

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INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING

THIS MANAGEMENT INFORMATION CIRCULAR ("CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT OF ODESSA CAPITAL LTD. ("Odessa" or the "Corporation") for use at the annual general and special meeting of the Odessa Shareholders to be held at Hotel Alt, 6500 Blvd de Rome, Brossard, QC, J4Y 0B6, Canada, on January 30, 2025, at 10:00 a.m. (Eastern Time), or at any adjournment thereof, for the purposes set forth in the Notice of Meeting.

SOLICITATION OF PROXIES

The solicitation of proxies is intended to be primarily by mail but may also be made by telephone, fax, email or other electronic means of communication or in person by the directors and officers of the Corporation. The Corporation does not reimburse Odessa Shareholders, nominees, or agents for their costs of obtaining authorization from their principals to sign forms of proxy. All costs of solicitation by management will be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

Shareholders of the Corporation may be "Registered Shareholders" or "Non-Registered Shareholders". If Odessa Shares are registered in the Odessa Shareholder's name, they are said to be owned by a "Registered Shareholder". If Odessa Shares are registered in the name of an intermediary and not registered in the Shareholder's name, they are said to be owned by a "Non- Registered Shareholder". An intermediary is usually a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates. The instructions provided below set forth the different procedures for voting Odessa Shares at the Meeting to be followed by Registered Shareholders and Non-Registered Shareholders.

The persons named in the enclosed instrument appointing proxy are officers and directors of the Corporation. Each Odessa Shareholder has the right to appoint a person or company (who need not be a Odessa Shareholder) to attend and act for him, her or it at the Meeting other than the persons designated in the enclosed form of proxy. Odessa Shareholders who have given a proxy also have the right to revoke it insofar as it has not been exercised. The right to appoint an alternate proxyholder and the right to revoke a proxy may be exercised by following the procedures set out below under the sections headed "Registered Shareholders" or "Non-Registered Shareholders", as applicable.

If any Odessa Shareholder receives more than one (1) proxy or voting instruction form, it is because that Odessa Shareholder's shares are registered in more than one form. In such cases, Odessa Shareholders should sign and submit all proxies or voting instruction forms received by them in accordance with the instructions provided.

REGISTERED SHAREHOLDERS

The information provided in this section applies to Odessa Shareholders who hold Odessa Shares in their own name and have a share certificate or direct registration system (DRS) statement (a "Registered Shareholder"). As a Registered Shareholder, you are identified on the share register maintained by the Corporation's register and transfer agent, Computershare Trust Company of Canada, as being an Odessa Shareholder.

The persons named in the form of proxy are directors and/or officers of the Corporation. A Registered Shareholder has the right to appoint a person (who need not be an Odessa Shareholder) to attend and represent such Registered Shareholder at the Meeting other than the persons designated in the form of

proxy. To exercise this right, the Registered Shareholder should insert the name of the desired representative in the blank space provided in the form of proxy or submit another appropriate form of proxy.

In order to be effective, a proxy must be forwarded so as to reach, or be deposited with, the Corporation's registrar and transfer agent, Computershare Trust Company of Canada ("Computershare"), at 324-8th Avenue SW, Suite 800, Calgary, Alberta, T2P 2Z2, Canada, Attention: Proxy Department or by fax at 1-866-249-7775 (within North America) or at 1-416-263-9524 (outside North America), not less than 48 hours, excluding Saturdays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof. You may also vote by phone at 1-866-732-8683 (toll free within North America) or 1-312-588-4290 (outside North America), or by internet voting at www.investorvote.com; provided that you do so not less than 48 hours, excluding Saturdays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof. The time limit for deposit of proxies may be waived or extended by the Chairperson of the Meeting at his discretion, without notice.

An instrument of proxy may be revoked at any time prior to the exercise thereof. In addition to revocation in any other manner permitted by law, a Registered Shareholder may revoke a proxy by:

(i) depositing an instrument in writing executed by the Registered Shareholder or by the Registered Shareholder's attorney authorized in writing or, if the Registered Shareholder is a corporation, by a duly authorized officer or attorney of the Corporation:

(a) at the offices of the registrar and transfer agent of the Corporation, Computershare, 324-8th Avenue SW, Suite 800, Calgary, Alberta, T2P 2Z2, Canada, at any time, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting, or an adjournment or postponement of the Meeting, at which the proxy is to be used;

(b) at the registered office of the Corporation, Suite 800, 333 - 7th Avenue SW, Calgary, Alberta, T2P 2Z1, Canada, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement of the Meeting, at which the proxy is to be used; or

(c) with the Chairperson of the Meeting before the Meeting begins or, if the Meeting is adjourned or postponed, before the adjourned or postponed Meeting begins;

(ii) completing and signing another proxy form with a later date and delivering it to the registrar and transfer agent of the Corporation not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment or postponement thereof; or

(iii) personally attending the Meeting and voting the Odessa Shares represented by the proxy or, if the Registered Shareholder is a corporation, by a duly authorized officer or attorney of such corporation attending at the Meeting and voting such Odessa Shares.

Only Registered Shareholders have the right to revoke a proxy. Non-Registered Shareholders who wish to change their vote must arrange for their respective intermediary to revoke the proxy on their behalf in accordance with any requirements of the intermediaries.

Under the Interim Order, Registered Shareholders are entitled to Dissent Rights in respect of the Arrangement and the Continuance only if:

(i) in the context of the Arrangement, they follow the procedures specified in the CBCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court; and

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(ii) in the context of the Continuance, they follow the procedures specified in the ABCA, as modified by the Interim Order, the Plan of Arrangement and any other order of the Court.

Registered Shareholders wishing to exercise Dissent Rights should review the requirements summarized in this Circular carefully and consult with such Registered Shareholder's legal counsel. See "Approval of the Arrangement – Arrangement Resolution Dissent Rights" and "Approval of Continuance – Continuance Resolution Dissent Rights". In addition to any other restrictions under Section 190 of the CBCA (as modified or supplemented by the Interim Order, the Plan of Arrangement and any other order of the Court) and Section 191 of the ABCA, as applicable, Non-Registered Shareholders and holders of securities convertible for Odessa Shares (including Odessa Options and Odessa Agent Options) are not entitled to exercise Dissent Rights.

NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many Odessa Shareholders, as a substantial number of Odessa Shareholders do not hold their Odessa Shares in their own name. Odessa Shareholders who do not hold their Odessa Shares in their own name (referred to in this Circular as "Non-Registered Shareholders") should note that only Odessa Shareholders whose names appear on the records of the Corporation as the registered holders of Odessa Shares or their proxyholders are permitted to vote at the Meeting. If Odessa Shares are listed in an account statement provided to an Odessa Shareholder by a broker, then, in almost all cases, those shares will not be registered in the Odessa Shareholder's name on the records of the Corporation. Such shares will more likely be registered under the name of the Odessa Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the nominee of The Canadian Depository for Securities Limited, which acts as depositary for many Canadian brokerage firms). Odessa Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Non-Registered Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting shares for the broker's clients. Therefore, Non-Registered Shareholders should ensure that instructions respecting the voting of their Odessa Shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries to seek voting instructions from Non-Registered Shareholders in advance of Odessa Shareholders' meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Odessa Shares are voted at the Meeting. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically provides a scannable voting instruction form or applies a special sticker to the proxy forms, mails those forms to the Non-Registered Shareholders and asks Non-Registered Shareholders to return the voting instruction forms to Broadridge. Often Non-Registered Shareholders are alternatively provided with a toll-free telephone number to vote their shares or a website address where shares can be voted. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Non-Registered Shareholder receiving a voting instruction form or a proxy with a Broadridge sticker on it cannot use that voting instruction form or proxy to vote Odessa Shares directly at the Meeting. The voting instruction form or proxy must be returned to Broadridge well in advance of the Meeting in order to have the Odessa Shares voted at the Meeting. If you have any questions respecting the voting of Odessa Shares held through an intermediary, please contact that intermediary for assistance.

Although a Non-Registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Odessa Shares registered in the name of their intermediary (or an agent of the intermediary), a Non-Registered Shareholder may attend at the Meeting as proxyholder for the Registered Shareholder and vote

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the Odessa Shares in that capacity. Non-Registered Shareholders who wish to attend the Meeting and indirectly vote their Odessa Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the proxy form or voting instruction form provided to them and return the same to their intermediary (or the agent of the intermediary) in accordance with the instructions provided by such intermediary (or agent), well in advance of the Meeting. Non-Registered Shareholders should follow the instructions on the forms that they receive and contact their intermediaries promptly if they require assistance.

Non-Registered Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Corporation are referred to as non-objecting beneficial owners or "NOBOs". Those Non-Registered Shareholders who have objected to their intermediary disclosing ownership information about themselves to the Corporation are referred to as objecting beneficial owners or "OBOs".

Pursuant to National Instrument 54-101 Communication With Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Corporation has distributed copies of proxy-related materials in connection with this Meeting (including this Circular) indirectly to all Non-Registered Shareholders. The Corporation will be paying for intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of the proxy-related materials and related documents. The Corporation is not relying on the notice and access delivery procedures outlined in NI 54-101 to distribute copies of the proxy related materials in connection with the Meeting.

EXERCISE OF PROXIES

Where a choice is specified, the Odessa Shares represented by proxy will be voted for, withheld from voting or voted against, as directed by the Odessa Shareholders, on any poll or ballot that may be called. Where no choice is specified, the proxy will confer discretionary authority and will be voted in favour of all matters referred to on the form of proxy. The proxy also confers discretionary authority on the persons designated in the proxy to vote for, withhold from voting, or vote against amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters not specifically mentioned in the Notice of Meeting but which may properly come before the Meeting.

Management has no present knowledge of any amendments or variations to matters identified in the Notice of Meeting or any business that will be presented at the Meeting other than that referred to in the Notice of Meeting. However, if any other matters properly come before the Meeting, it is the intention of the person named in the enclosed instrument appointing proxy to vote in accordance with the recommendations of the management of the Corporation.

NOTICE-AND-ACCESS

The Corporation is not sending the Meeting Materials to Registered Shareholders or Non-Registered Shareholders using notice-and-access delivery procedures defined under NI 54-101 and National Instrument 51-102 - Continuous Disclosure Obligations.

VOTING SHARES

The authorized capital of the Corporation consists of an unlimited number of Odessa Shares, of which 20,000,000 are issued and outstanding as of the date thereof, and an unlimited number of preferred shares, issuable in series, of which nil are issued and outstanding as of the date thereof.

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The holders of Odessa Shares of record at the close of business on the record date, set by the directors of the Corporation to be on December 16, 2024 (the "Record Date"), are entitled to vote such Odessa Shares at the Meeting on the basis of one (1) vote for each Odessa Share held, except to the extent that:

such person transfers his, her or its Odessa Shares after the Record Date; and
the transferee of those Odessa Shares produces properly endorsed share certificates or otherwise establishes his, her or its ownership of the Odessa Shares,

and makes a demand to the registrar and transfer agent of the Corporation, not later than ten (10) days before the Meeting, that his, her or its name be included on the Odessa Shareholders list for the Meeting.

Odessa Shareholders entitled to vote shall have one (1) vote each on a show of hands and one (1) vote per Odessa Share on a poll.

QUORUM

Under the by-laws of the Corporation, a quorum for the transaction of business is present at a meeting if at least one (1) person is present in person, being a shareholder entitled to vote at the meeting or a duly appointed proxy or representative for an absent shareholder entitled to vote at the meeting, who holds or represents by proxy in the aggregate not less than 10% of the outstanding shares of the Corporation entitled to vote at the Meeting.

PRINCIPAL SHAREHOLDERS

As of the date hereof, to the knowledge of the directors and executive officers of the Corporation, no person or company beneficially owns, or exercises control or direction over, directly or indirectly, ten percent (10%) or more of the voting rights attached to the outstanding Odessa Shares.

MAJORITY OF THE MINORITY SHAREHOLDER APPROVAL

The Transaction is considered a Business Combination pursuant to MI 61-101. Pursuant to MI 61-101, the Arrangement Resolution must be approved by more than 50% of the votes cast by Minority Shareholders present in person or represented by proxy at the Meeting. This approval excludes votes attached to Odessa Shares that are beneficially owned or over which control or direction is exercised by Odessa, an Interested Party, a Related Party of an Interested Party, or a joint actor with an Interested Party or with a Related Party of an Interested Party. Michel Lassonde (1,000,000 Odessa Shares), André Verrier (1,000,000 Odessa Shares), Richard Morrison (500,000 Odessa Shares) and Pierre Colas (500,000 Odessa Shares) are Interested Parties to the Transaction, and accordingly, the Odessa Shares held or controlled or directed by them will be excluded from the vote on the Arrangement Resolution, resulting in votes attaching to a total of 3,000,000 Odessa Shares being excluded from the vote on the Arrangement Resolution.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as described in the Circular, none of the directors or executive officers of the Corporation, nor any person who has held such a position since the beginning of the last completed financial year of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than: (1) the election of directors; (2) as directors and officers they are eligible to receive grants of options under the Odessa Option Plan; and, (3) the Arrangement Resolution as described in this Circular.

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See also the section headed "Description of the Transaction – Exchange and Securities Law Matters".

DESCRIPTION OF THE TRANSACTION

The Transaction will be a business combination of Odessa and Margaux and will constitute the Qualifying Transaction of Odessa pursuant to Exchange Policy 2.4. Following the completion of the Transaction, the business of the Resulting Issuer is to be the business of Margaux, which is a real estate investment trust that currently owns and operates three self-storage properties in the Province of Québec. Margaux was established pursuant to the Contract of Trust under the laws of the Province of Québec. For more information, see the discussion under the heading "Information Concerning Margaux".

Pursuant to the proposed Transaction, each issued and outstanding Odessa Share (on a post-consolidation basis) will be exchanged into Margaux Units on a 1:1 basis so that all of the issued and outstanding Odessa Shares will be exchanged for approximately 1,666,666 Margaux Units, as further described below. The deemed price per Margaux Unit will be $1.20 per Margaux Unit. As there will be 4,195,059 Margaux Units outstanding at the Effective Time at a deemed price of $1.20 per Margaux Unit, the deemed value of the Transaction will be $5,034,070.80. There are no finder's fees commissions paid or payable in relation to the Transaction.

ARRANGEMENT AGREEMENT

On July 22, 2024, Odessa, Margaux and Newco (the "Parties") entered into the Arrangement Agreement providing for the Transaction.

The Arrangement is being effected pursuant to the Arrangement Agreement. The Arrangement Agreement contains covenants, representations and warranties of and from each of the parties thereto and various conditions precedent, both mutual and with respect to each such party. Pursuant to the Arrangement Agreement, Odessa Shareholders will receive one (1) Unit for each Odessa Share held post-Consolidation as further described at the section headed "Description of the Transaction – Arrangement" below.

Interim Order

The Arrangement Agreement provides that, as soon as practicable, Odessa and Newco shall apply to the Court pursuant to section 192 of the CBCA for an interim order (the "Interim Order") providing for, among other things, the calling and holding of the Meeting. Odessa and Newco filed an application with the Court on interim order was granted by the Court on December 18, 2024.

Mutual Conditions Precedent

The respective obligations of the Parties to complete the transactions contemplated by this Agreement and to file articles of arrangement to give effect to the Arrangement shall be subject to satisfaction of the following conditions:

(a) the Arrangement, either without amendment or with amendments approved by the Parties, and the other matter to be approved at the Meeting, shall have been approved at the Meeting by the Odessa Shareholders;

(b) the Final Order shall have been obtained in form and substance satisfactory to all Parties acting reasonably, not later than October 31, 2024 or such later date as the Parties may agree;

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(c) the TSX Venture Escrow Agreement shall have been entered into by Margaux's transfer agent and registrar, Margaux and the applicable securityholders, as required by the policies of the Exchange;

(d) the Articles of Arrangement, together with a copy of the Plan of Arrangement and the Final Order and such other materials as may be required by the Director, in form and substance satisfactory to Odessa, Margaux and Newco, acting reasonably, shall have been accepted for filing by the Director, in accordance with section 192 of the CBCA;

(e) all material consents, orders, rulings, approvals and assurances, including regulatory and judicial approvals and orders, required for the completion of the transactions provided for in the Arrangement Agreement and the Plan of Arrangement shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances, including orders, rulings, no action letters and registrations pursuant to the Securities Act (Québec) and the comparable securities legislation of the other provinces of Canada to permit the Margaux Units to be issued or transferred pursuant to the Arrangement and to be freely tradable in each such jurisdiction promptly following the Effective Date;

(f) no action shall have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to, the Arrangement and there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by the Arrangement Agreement and no cease trading or similar order with respect to any securities of any of the Parties shall have been issued and remain outstanding;

(g) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by any of the Parties, acting reasonably;

(h) no law, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Arrangement including, without limitation, any material change to the income tax laws of Canada, which could have a material adverse effect on Odessa Shareholders if the Arrangement is completed;

(i) dissent rights under section 190 of the CBCA and the terms of the Plan of Arrangement shall not have been exercised by Odessa Shareholders holding more than 5% of the outstanding Odessa Shares;

(j) the Exchange shall have conditionally approved the listing of the Margaux Units to be issued or transferred pursuant to the Arrangement, subject to compliance with the normal listing requirements of such exchange; and

(k) the Arrangement Agreement shall not have been terminated pursuant to its terms.

Conditions to Obligations of Margaux

The obligation of Margaux and Newco to consummate the transactions contemplated by the Arrangement Agreement is subject to the satisfaction, on or before the Effective Date, of the following conditions:

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(a) except as affected by the transactions contemplated herein, the representations and warranties of Odessa contained in Section 2.1 and 2.2 of the Arrangement Agreement shall be true in all material respects on the Effective Time with the same effect as though such representations and warranties had been made at and as of such time (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), other than in respect of representations and warranties qualified by materiality or other concepts of materiality which representations and warranties shall be true and correct, and Margaux shall have received a certificate to such effect, dated the Effective Date, of an officer or director of Odessa acceptable to Margaux, to the best of his or her knowledge, having made reasonable inquiry;

(b) Odessa shall have performed, fulfilled or complied with, in all material respects, all of its obligations, covenants and agreements contained in the Arrangement Agreement to be fulfilled or complied with by it at or prior to the closing and Margaux shall have received a certificate of an officer or director of Odessa to such effect;

(i) a certified copy of the resolutions of the board of directors of Odessa approving the Continuance, the Arrangement Agreement and the consummation of the transactions contemplated in the Arrangement Agreement; and

(ii) evidence of the approval of the matter to be approved at the Meeting by the Odessa Shareholders at the Meeting;

(d) completion of the Continuance;

(e) prior to the Effective Date, Odessa shall have a minimum working capital of $1,450,000 prior to the payment of all costs and expenses incurred by Odessa in connection with the Arrangement, including all legal, accounting, audit, financial advisory, printing, premiums paid for director and officer run-off insurance, and other administrative and professional fees, costs and expenses incurred by Odessa in connection with the Arrangement;

(f) no Material Adverse Change shall have occurred with respect to Odessa since the date of the Arrangement Agreement;

(g) there being no legal proceeding or regulatory actions or proceedings against any person to enjoin, restrict or prohibit the Arrangement or which could reasonably be expected to result in a Material Adverse Effect on Odessa;

(h) there being no prohibition at law against completion of the Arrangement;

(i) immediately prior to the Effective Time, Margaux shall be satisfied there shall not be more than 20,000,000 Odessa Shares outstanding, 2,000,000 Odessa Options outstanding and 1,500,000 Odessa Agent Options outstanding.

The conditions described above are for the exclusive benefit of Margaux and Newco and may be asserted by Margaux and Newco, acting together, regardless of the circumstances, or may be waived by Margaux and Newco, acting together, in their sole discretion, in whole or in part, at any time and from time to time prior to the Arrangement without prejudice to any other rights which Margaux and Newco may have

hereunder or at law and notwithstanding the approval of the Arrangement Agreement by the shareholders of Newco and/or Odessa.

Conditions to Obligations of Odessa

The obligation of Odessa to consummate the transactions contemplated herein is subject to the satisfaction, on or before the Effective Date, of the following conditions:

(a) except as affected by the transactions contemplated herein, the representations and warranties of Margaux and Newco contained in Sections 2.1, 2.3 and 2.4 of the Arrangement Agreement shall be true in all material respects on the Effective Time with the same effect as though such representations and warranties had been made at and as of such time (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), other than in respect of representations and warranties qualified by materiality or other concepts of materiality which representations and warranties shall be true and correct, and Odessa shall have received a certificate to such effect, dated the Effective Date, of a trustee of Margaux to the best of his or her knowledge having made reasonable inquiry;

(b) Margaux and Newco shall have performed, fulfilled or complied with, in all material respects, all of their obligations, covenants and agreements contained in the Arrangement Agreement to be fulfilled or complied with by them at or prior to the closing and Odessa shall have received a certificate of a trustee of Margaux to such effect;

(d) Margaux shall have engaged a registrar and transfer agent for Margaux Units that is acceptable to Odessa;

(e) Margaux shall have adopted the Margaux Option Plan, in a form acceptable to Odessa;

(f) immediately prior to the Effective Time, Odessa shall be satisfied there shall not be more than: (i) 4,195,059 Margaux Units outstanding; and (iii) 700,000 Margaux Options outstanding, subject to the Private Placement, and Odessa shall be satisfied that upon completion of the Arrangement, other than pursuant to the Margaux Options and the Convertible Debentures, no other person shall have any Contract option or any right or privilege (whether by law, pre-emptive, by contract or otherwise) capable of becoming an agreement or option for the purchase, subscription, allotment or issuance of any issued or unissued, the Margaux Units;

(g) Margaux shall have furnished Odessa with:

(i) a certified copy of the resolutions of the trustees of Margaux approving the Arrangement Agreement and the consummation of the transactions contemplated therein;

(ii) a certified copy of the special resolution of the sole shareholder of Newco authorizing and approving the Arrangement;

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(h) no Material Adverse Change shall have occurred with respect to Margaux since the date of the Arrangement Agreement;

(i) there being no legal proceeding or regulatory actions or proceedings against any person to enjoin, restrict or prohibit the Arrangement or which could reasonably be expected to result in a Material Adverse Effect on Margaux; and

(j) there being no prohibition at law against the completion of the Arrangement.

The conditions described above are for the exclusive benefit of Odessa and may be asserted by Odessa regardless of the circumstances, or may be waived by Odessa in its sole discretion, in whole or in part, at any time and from time to time prior to the Arrangement without prejudice to any other rights which Odessa may have hereunder or at law and notwithstanding the approval of the Arrangement Agreement by the shareholders of Newco and/or Odessa.

Representations and Warranties

The Arrangement Agreement contains customary representations and warranties on the part of the Odessa, Margaux and Newco relating to, among other matters, organization, capitalization, corporate authority, corporate status, compliance with laws, litigation, restrictions of business activities, conflict with or breach of agreements or constating documents, reporting issuer status, compliance with the Exchange’s listing requirements, preparation and accuracy of financial statements, tax matters, the absence of any cease trade orders, the ownership of property, and indebtedness. The Arrangement Agreement also contains representations and warranties of each of the Corporation, Margaux, and Newco relating to assets, liabilities and business activities.

Covenant

The Arrangement Agreement also contains customary negative and positive covenants on the part of the Parties.

In the Arrangement Agreement, the Corporation has agreed, among other things, to perform all of its obligations under the Arrangement Agreement, and further covenants that it will:

(a) until the Effective Time, not perform any act or enter into any transaction which interferes or is inconsistent with the completion of the Arrangement;

(b) as soon as practicable, prepare the Information Circular (including a form of proxy) and, subject to receipt of the Interim Order, convene the Meeting;

(c) not, directly or indirectly, solicit, initiate, knowingly encourage, co-operate with or facilitate (including by way of furnishing any non-public information or entering into any Contract or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Arrangement, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any shareholder proposal or "take-over bid," exempt or otherwise, within the meaning of the Securities Act (Alberta), for securities of Odessa, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Arrangement, including allowing access to any third party (other

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than its representatives) to conduct due diligence, nor to permit any of its officers or directors to do so, except as required by statutory or fiduciary obligations;

(d) co-operate fully with Margaux and to use all reasonable commercial efforts to assist Margaux in its efforts to complete the Arrangement, unless such co-operation and/or efforts would subject Odessa to liability or would be in breach of applicable statutory or regulatory requirements;

(e) operate its business in a prudent and business-like manner in the ordinary course and in a manner consistent with past practice and keep Margaux apprised of all material developments thereto; provided, however, that the foregoing shall not prevent Odessa from entering into agreements, forms and other documents in connection with this Agreement and the transactions contemplated thereby;

(f) not directly or indirectly:

(i) issue any shares or other securities, except the issuance of Odessa Shares pursuant to any Odessa Options or Odessa Agent Options outstanding as of the date of the Arrangement Agreement;

(ii) redeem, purchase or otherwise acquire any of its shares or other securities;

(iii) declare or pay any dividends or distribute any of Odessa’s Assets and Properties to Odessa Shareholders;

(iv) except in connection with the Continuance or with the prior written approval of Odessa, alter or amend Odessa’s articles or by-laws in any manner;

(v) adopt a plan of liquidation or resolutions providing for its liquidation, dissolution, or reorganization; or

(vi) enter into or modify any Contract with respect to any of the foregoing;

(g) not, directly or indirectly:

(i) sell, pledge, dispose of or encumber any Assets and Properties or enter into any asset swap or similar arrangement;

(ii) except in the ordinary course of business and in connection with the transactions completed by the Arrangement Agreement, expend any money;

(iii) acquire (by merger, Arrangement, consolidation or acquisition of shares or assets) any corporation, trust, partnership or other business organization or division thereof, or make any investment therein either by purchase of shares or securities, contributions of capital or property transfer;

(iv) incur any Indebtedness or any other material liability or obligation;

(v) pay, discharge or satisfy any Indebtedness claims, liabilities or obligations;

(vi) authorize, recommend or propose any release or relinquishment of any material Contract right;

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(vii) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing material Contract;
(viii) enter into any employment, consulting or contract operating Contract; or
(ix) authorize or propose any of the foregoing, or enter into or modify any Contract to do any of the foregoing;

(h) other than consulting fees paid in the ordinary course, if any, not to make any payment to any employee, officer, director or consultant;

(i) not, directly or indirectly:

(i) grant any officer, director, employee or consultant an increase in compensation in any form;
(ii) grant any general salary increase to any employees;
(iii) take any action with respect to the amendment or grant of any retention, severance or termination pay policies or similar arrangement for any directors, officers or employees;
(iv) advance any loan to any officer, director or any other party; or
(v) take any action with respect to the grant of any new, or any amendment to any existing, arrangements for severance, termination or retention pay with any officer or employee arising from the Arrangement or a change of control of Odessa or otherwise, or with respect to any increase of benefits payable under its current severance, termination or retention pay policies;

(j) not adopt or amend or make any contribution to any bonus, employee benefit plan, profit sharing, deferred compensation, insurance, incentive compensation, other compensation or other similar plan, agreement, incentive or share purchase plan, fund, plan or Arrangement for the benefit of employees, except as is necessary to comply with the law or with respect to existing provisions of any such plans, programs, arrangements or agreements;
(k) use its commercially reasonable efforts to obtain all necessary consents, assignments or waivers from third parties and amendments or terminations to any Contract or instrument and take such other measures as may be necessary to fulfil its obligations under and to carry out the transactions contemplated by the Arrangement Agreement;
(l) make necessary filings and applications under applicable federal, state and provincial laws and regulations required on the part of Odessa in connection with the transactions contemplated herein, and take all reasonable action necessary to be in compliance with such laws and regulations;
(m) use all commercially reasonable efforts to conduct its affairs so that all of Odessa representations and warranties contained in the Arrangement Agreement shall be true and correct on and as of the Effective Time as if made on the Effective Time, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated in the Arrangement Agreement;

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(n) immediately notify Margaux of any legal or governmental actions, suits, judgments, investigations, injunction, complaint, motion, regulatory investigation, regulatory proceeding or similar proceeding by any person or Governmental Authority, whether actual or threatened, with respect to the Arrangement or which could result in a Material Adverse Effect;

(o) notify Margaux immediately upon becoming aware that any of the representations and warranties of Odessa contained in the Arrangement Agreement are no longer true and correct in any material respect;

(p) immediately upon receipt of any written audit inquiry, assessment, reassessment, confirmation or variation of an assessment, indication that an assessment is being considered, request for filing of a waiver or extension of time or any other notice in writing relating to Taxes (an "Assessment") of Odessa, deliver to Margaux a copy thereof together with a statement setting out, to the extent then determinable, an estimate of the obligations, if any, of Odessa on the assumption that such Assessment is valid and binding;

(q) use all commercially reasonable efforts to cause each of the conditions precedent set forth in Section 4.1 and 4.2 of the Arrangement Agreement to be complied with;

(r) Odessa shall indemnify and save harmless Margaux and its representatives, as applicable, from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Margaux and its representatives may be subject or which Margaux or its representatives may suffer, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:

(i) any misrepresentation or alleged misrepresentation in the Odessa information in (a) the Information Circular, (b) in any material filed by or on behalf of Odessa in compliance or intended compliance with any applicable laws, or (c) Odessa disclosure required pursuant to Securities Laws;

(ii) any order made or any inquiry, investigation or proceeding by any Governmental Authority based upon any untrue statement or omission or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation in the Odessa information in this Circular or in any material filed by or on behalf of Odessa in compliance or intended compliance with applicable Securities Laws, which prevents or restricts the trading in the Odessa Shares; and

(iii) Odessa not complying with any requirement of applicable laws in connection with the transactions contemplated in the Arrangement Agreement;

except that, for greater certainty, Odessa shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any misrepresentation or alleged misrepresentation of a material fact based solely on Margaux information provided by Margaux for inclusion in this Circular or the negligence of Margaux;

(s) perform the obligations required to be performed by it under the Plan of Arrangement and do all such other acts and things as may be necessary or desirable and are within its power

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and control in order to carry out and give effect to the Arrangement including using commercially reasonable efforts to obtain:

(t) the approval of holders of Odessa Shares required for the implementation of the Arrangement;

(u) the Interim Order and Final Order;

(v) such other consents, orders, rulings or approvals and assurances as its counsel may advise are necessary or desirable for the implementation of the Arrangement, including those referred to in Section 4.1 and 4.2 of the Arrangement Agreement; and

(w) satisfaction of the other conditions precedent referred to in Section 4.1 and 4.2 of the Arrangement Agreement.

In the Arrangement Agreement, Margaux has agreed to, among other things, perform all of its obligations under the Arrangement Agreement and all such other acts and things as may be necessary to consummate and make effective the transactions contemplated by the Arrangement Agreement, including a number of specific actions relating to registrations and filings, providing financial statements, and obtaining consents, waivers, authorizations and approvals. Newco has similarly agreed to, among other things, perform all of its obligations under the Arrangement Agreement and all such other acts and things as may be necessary to consummate and make effective the transactions contemplated by the Arrangement Agreement.

Termination Provisions

The Arrangement Agreement may, at any time before or after the holding of the Meeting but prior to the issue under the CBCA of a certificate of arrangement giving effect to the Arrangement, be terminated by the mutual agreement of the Parties, at any time without approval of the Odessa Shareholders. The Arrangement Agreement shall terminate without any further action by the Parties if the Effective Time shall not have occurred on or before October 31, 2024, or such other date as the Parties may agree to in writing.

A copy of the Arrangement Agreement has been filed on SEDAR+ at www.sedarplus.ca. The summary of the Arrangement Agreement contained in this Circular is qualified in its entirety by reference to the full version of the Arrangement Agreement. For more information on Margaux, see the discussion under the heading "Information Concerning Margaux".

PRIVATE PLACEMENT

Assuming the completion of the Minimum Private Placement, a total of $520,000 in principal amount of convertible debentures and 400,000 Margaux Units will be issued. On a full diluted basis, a total of 771,428 Margaux Units will be issuable pursuant to the Minimum Private Placement.

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Assuming the completion of the Maximum Private Placement, a total of $1,560,000 in principal amount of convertible debentures and 1,200,000 Margaux Units will be issued. On a full diluted basis, a total of 2,314,285 Margaux Units will be issuable pursuant to the Maximum Private Placement.

There are no commissions or finder's fees payable in connection with the Private Placement.

It is a condition to the obligations of Odessa to consummate the transactions contemplated under the Arrangement Agreement that Margaux shall have completed the Private Placement on or before the Effective Date.

MARGAUX APPROVAL

Pursuant to the Arrangement Agreement, Margaux will obtain the Margaux Trustees Resolution for the purpose of, among other things, approving the Arrangement and the Arrangement Agreement.

COURT APPROVAL

The Corporation has applied for and obtained the Interim Order which provides for the calling and holding of the Meeting and other procedural matters. The Notice of Application and Interim Order is attached as Appendix "O" to this Circular. Subject to the terms of and satisfaction or waiver of the conditions precedent set forth in the Arrangement Agreement, and if the Arrangement Resolution is approved by Odessa Shareholders at the Meeting in the manner required by the Interim Order, the Corporation will make application to the Court for the Final Order.

As set forth in the Interim Order, the hearing in respect of the Final Order is expected to take place at 9:00 a.m. (Eastern time) on February 5, 2025, or as soon thereafter as counsel may be heard, at the Court. At the hearing, any Odessa Shareholder and any other interested party who wishes to participate or to be represented or to present evidence or argument may do so, subject to filing with the Court and serving upon the Corporation a Notice of Appearance, together with any evidence or materials that such party intends to present to the Court not later than three days prior to the hearing setting out such Odessa Shareholder's or other interested party's address for service by ordinary mail and indicating whether such Odessa Shareholder or other interested party intends to support or oppose the application or make submissions. Service of such notice shall be effected by service upon the solicitors for the Corporation, DS Lawyers Canada LLP, Suite 800, 333 - 7th Avenue SW, Calgary, Alberta, T2P 2Z1, Attention: Thomas Heine.

The Court has broad discretion under the CBCA when making orders with respect to an arrangement and the Court will consider, among other things, the fairness of the Arrangement to the Odessa Shareholders (and any other party as the Court determines appropriate). The Court may approve the Arrangement, either as proposed or as amended, in any manner the Court may direct. However, it is a condition of the Arrangement that the Final Order be satisfactory in form and substance to each of the parties to the Arrangement Agreement, acting reasonably.

ARRANGEMENT

Pursuant to the Arrangement Agreement, among other things, it is expected that at the Effective Time the following will occur without further act or formality:

(a) Odessa Shares held by Dissenting Shareholders who have exercised Arrangement Resolution Dissent Rights which remain valid immediately before the Effective Date will be deemed to have been transferred to Odessa and cancelled and cease to be outstanding,

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and such Dissenting Shareholders will cease to have any rights as Shareholders other than the right to be paid the fair value of their Odessa Shares;

(b) all of the issued and outstanding Odessa Shares shall have been consolidated based on the Consolidation Ratio, provided that, if the foregoing would result in the issuance of a fraction of an Odessa Share to a Shareholder, then the number of Odessa Shares otherwise issued to such Shareholder shall be rounded to the nearest whole number of Odessa Shares, and if the foregoing would result in the issuance of 0.5 of an Odessa Share to a Shareholder, then the number of Odessa Shares otherwise issued to such Shareholder shall be rounded up to the nearest whole number;

(c) each issued and outstanding Odessa Share (except for those held by Dissenting Shareholders) will be transferred to Margaux in exchange for Units, in proportion to the number of Odessa Shares held by each Shareholder in Odessa, at a ratio of one (1) Unit for each Odessa Share (for more information regarding the Units that will be received by Odessa Shareholders in exchange for the Odessa shares, see the section headed "Information Concerning Margaux – Description of Securities");

(d) each Odessa Option will:

(i) be amended to remove any restrictions on transferability;

(ii) be exchanged for an option (a "Margaux Option") to acquire (on the same terms and conditions as were applicable to such Odessa Option immediately prior to the Effective Time under the Stock Option Plan and the agreement evidencing the grant), the number of Margaux Units equal to the product of: (A) the number of Odessa Shares subject to such Odessa Option immediately prior to the Effective Time, and (B) the Consolidation Ratio, and the aggregate number of Margaux Options received by an Odessa Optionholder shall be rounded down to the nearest whole number. The exercise price per Margaux Unit subject to any such Margaux Option shall be the amount (rounded up to the nearest one-hundredth of a cent) equal to the quotient of: (A) the exercise price per Odessa Share subject to such Odessa Option immediately before the Effective Time divided by (B) the Consolidation Ratio;

(e) each Odessa Agent Option will:

(i) be amended to remove any restrictions on transferability;

(ii) be exchanged for an option (a "Margaux Agent Option") to acquire (on the same terms and conditions as were applicable to such Odessa Agent Option immediately prior to the Effective Time under the agreement evidencing the Odessa Agent Option), the number of Margaux Units equal to the product of: (A) the number of Odessa Shares subject to such Odessa Agent Option immediately prior to the Effective Time, and (B) the Consolidation Ratio, and the aggregate number of Margaux Agent Options received by a holder of Odessa Agent Options shall be rounded down to the nearest whole number. The exercise price per Margaux Unit subject to any such Margaux Agent Option shall be the amount (rounded up to the nearest one-hundredth of a cent) equal to the quotient of: (A) the exercise price per Odessa Share subject to such Odessa Agent Option immediately before the Effective Time divided by (B) the Consolidation Ratio;

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(f) each Odessa Option and Odessa Agent Option acquired by Margaux for the consideration described above shall be cancelled; and

(g) Odessa and Newco will amalgamate and form Amalco, all outstanding shares of which will be owned by Margaux.

With respect to each Odessa Shareholder (other than Dissenting Shareholders), on the Effective Date:

(a) upon the transfer of Odessa Shares to Margaux in consideration for Units pursuant to Section 3.1(c) of the Arrangement Agreement:

(i) Margaux shall issue to the Odessa Shareholders the number of Units issuable to the Odessa Shareholders on the basis set forth in Section 3.1(c) of the Arrangement Agreement and the name of each Odessa Shareholder shall be added to the registers of holders of Units;

(ii) the name of each Odessa Shareholder shall be removed from the register of holders of Odessa Shares as they relate to the Odessa Shares so transferred; and

(iii) Margaux shall become the holder of the Odessa Shares so transferred and shall be added to the register of holders of Odessa Shares;

(b) upon the exchange of Odessa Options for Margaux Options pursuant to Section 3.1(d) of the Arrangement Agreement, each holder of Odessa Options shall cease to be a holder of Odessa Options and the name of such former holder of Odessa Options shall be removed from the register of holders of Odessa Options as it relates to the Odessa Options so exchanged and the name of such former holder of Odessa Options shall be added to the register of holders of Margaux Options;

(c) upon the exchange of Odessa Agent Options for Margaux Agent Options pursuant to Section 3.1(e), each holder of Odessa Agent Options shall cease to be a holder of Odessa Agent Options and the name of such former holder of Odessa Agent Options shall be removed from the register of holders of Odessa Agent Options as it relates to the Odessa Agent Options so exchanged and the name of such former holder of Odessa Agent Options shall be added to the register of holders of Margaux Agent Options;

(d) upon the amalgamation of Newco and Odessa pursuant to Section 3.1(g) of the Arrangement Agreement:

(i) all of the Odessa Shares outstanding immediately before the amalgamation shall be cancelled and Margaux shall be removed from the register of holders of such shares;

(ii) all of the Newco Shares outstanding immediately before the amalgamation shall be cancelled and Margaux shall be removed from the register of holders of such shares;

(iii) the articles of Amalco shall be the same as the articles of Newco, and the name of Amalco shall be "16080022 Canada Inc.";

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(iv) Amalco shall issue to Margaux in exchange for the Odessa Shares referred to in Section 3.3(d)(i) and Newco Shares referred to in Section 3.3(d)(ii), a number of Amalco Shares to Margaux representing all of Amalco Shares outstanding as fully-paid and nonassessable shares, and Margaux shall be added to the register of holders of Amalco Shares;

(v) the by-laws of Amalco shall be the by-laws of Newco and a copy of such by-laws may be examined at the registered address of Amalco;

(vi) the first directors of Amalco shall be the directors of Newco;

(vii) the first officers of Amalco shall be the officers of Newco; and

(viii) the registered office of Amalco shall be the registered office of Newco.

Based on the foregoing and the number of Margaux Units and securities convertible into Margaux Units currently outstanding or anticipated to be outstanding immediately prior to the Arrangement, pursuant to the terms of the Arrangement Agreement:

1,666,667 Margaux Units are expected to be issued to the Odessa Shareholders in exchange for 1,666,667 Odessa Shares (at a deemed price of $1.20) per Odessa Share), being all of the Odessa Shares which are expected to be issued and outstanding immediately prior to the Arrangement and following the Consolidation; and
116,667 Margaux Options are expected to be issued to the holders of Odessa Options for 116,667 Odessa Options, being all of the Odessa Options which are expected to be issued and outstanding immediately prior to the Arrangement; and
125,000 Margaux Agent Options are expected to be issued to the holders of Odessa Agent Options for 125,000 Odessa Agent Options, being all of the Odessa Agent Options which are expected to be issued and outstanding immediately prior to the Arrangement; and

After giving effect to the Arrangement, all Margaux Units, Margaux Options and Margaux Agent Options shall be referred to herein as "Resulting Issuer Units", "Resulting Issuer Options" and "Resulting Issuer Agent Options", respectively.

EXCHANGE AND SECURITIES LAW MATTERS

Business Combination

MI 61-101 and Exchange Policy 5.9 regulate certain transactions to ensure equality of treatment among securityholders for certain transactions, including Business Combinations. For such transactions, these rules may require certain enhanced disclosure, approval by a majority of securityholders excluding certain shareholders, independent valuations and, in certain instances, approval and oversight of the transaction by a special committee of independent directors.

The following table sets forth the securities of Odessa and Margaux beneficially owned, or controlled or directed, by Michel Lassonde, the President and Chief Executive Officer and a director of Odessa, André Verrier, a director of Odessa, Richard Morrison, a director of Odessa, and Pierre Colas, a director of Odessa, and the securities of the Resulting Issuer anticipated to be beneficially owned, or controlled or directed, by

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such individuals assuming completion of the Transaction, and the percentage that such securities represent of their class of securities:

Related Party	Odessa Shares (Pre-Consolidation)	Odessa Options(8)	Margaux Units	Principal Amount Margaux Debentures(8)	Margaux Options	Assuming Completion of the Minimum Private Placement and the Transaction(1)		Assuming Completion of the Maximum Private Placement and the Transaction(1)
						Resulting Issuer Units	Resulting Issuer Options	Resulting Issuer Units	Resulting Issuer Options
Michel Lassonde	1,000,000(2) (5.00%)	500,000 (35.71%)	125,000 (3) (2.98%)	nil (0.00%)	400,000 57.14%	208,333 (3.33%)	441,667 (54.08%)	208,333 (2.95%)	441,667 (54.08%)
André Verrier	1,000,000 (5.00%)	300,000 (21.43%)	nil (0.00%)	nil (0.00%)	nil (0.00%)	83,333 (1.33%)	25,000 (3.06%)	83,333 (1.18%)	25,000 (3.06%)
Richard Morrison	500,000 (2.50%)	300,000 (21.43%)	nil (0.00%)	nil (0.00%)	nil (0.00%)	41,667 (0.67%)	25,000 (3.06%)	41,667 (0.59%)	25,000 (3.06%)
Pierre Colas	500,000 (2.50%)	300,000 (21.43%)	50,000(4) (1.19%)	nil (0.00%)	nil (0.00%)	91,667 (1.46%)	25,000 (3.06%)	91,667 (1.30%)	25,000 (3.06%)

Notes:
(1) Assumes that none of the individuals listed above purchases PP Units in the Private Placement.
(2) Held through Sofinat Limitée, a private company controlled by Mr. Lassonde.
(3) 25,000 Margaux Units held through Sofinat Limitée, a private company controlled by Mr. Lassonde.
(4) Held through Gestion Pierre Colas Inc., a private company controlled by Mr. Colas.
(5) 600,000 Odessa Options expired on February 20, 2024, due to the resignation of Mr. Martin Grimard and Mr. Francois Beaudry from the Odessa Board.

MI 61-101 provides that, in certain circumstances, where a Related Party of an issuer is entitled to receive a "collateral benefit" (as defined in MI 61-101) in connection with an arrangement transaction (such as the Arrangement), such transaction may be considered a "business combination" for the purposes of MI 61-101 and subject to the "minority approval" requirements under MI 61-101. Each of the aforementioned directors and/or officers of Odessa is a Related Party of Odessa by virtue of their role as a director and/or senior officer of Odessa.

A "collateral benefit", as defined in MI 61-101, includes any benefit that a Related Party of Odessa (which includes the directors and senior officers of Odessa) is entitled to receive, directly or indirectly, as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancement in benefits related to past or future services as an employee, director or consultant of Odessa.

The issuance of Resulting Issuer/Margaux Options in exchange for the Odessa Options held by each of the aforementioned directors and/or officers of Odessa constitutes a "collateral benefit" within the meaning of MI 61-101, since such issuance represents a payment for surrendering securities. Accordingly, the Transaction is expected to constitute a "business combination" within the meaning of MI 61-101.

Valuation Exemption

Odessa is not required to obtain a formal valuation under MI 61-101 as Odessa is exempt from the formal valuation requirements of MI 61-101 pursuant to subsection 4.4(1)(a) of MI 61-101 on the basis that the Odessa Shares are listed on the Exchange.

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Further to subsection 4.2(3) of MI 61-101, Odessa confirms that: (i) neither Odessa nor any of its directors or senior officers are aware of any prior valuation in respect of Odessa that relates to the subject matter of, or is otherwise relevant to, the Transaction, that has been made in the 24 months preceding the date of this Circular; and (ii) Odessa did not receive any bona fide prior offer relating to the subject matter of, or otherwise being relevant to, the Transaction, during the 24 months before the date of execution of the Arrangement Agreement.

Majority of the Minority Shareholder Approval

Pursuant to Exchange Policy 5.9 and MI 61-101, the Transaction must be approved by more than 50% of the votes cast by Minority Shareholders present in person or represented by proxy at the Meeting.

For the purpose of obtaining the approval of the Minority Shareholders for the Arrangement Resolution, votes attached to the Odessa Shares that, to the knowledge of Odessa or any Interested Party or their respective directors or senior officers, after reasonable inquiry, are beneficially owned or over which control or direction is exercised by Odessa, an Interested Party, a Related Party of an Interested Party, or a joint actor with an Interested Party or with a Related Party of an Interested Party, must be excluded from the vote.

André Verrier, Richard Morrison and Pierre Colas are Interested Parties to the Transaction, and accordingly, the 1,000,000 Odessa Shares, 1,000,000 Odessa Shares, 500,000 Odessa Shares and 500,000 Odessa Shares held or controlled or directed by them, respectively, will be excluded from the vote on the Arrangement Resolution, resulting in votes attaching to a total of 3,000,000 Odessa Shares being excluded from the vote on the Arrangement Resolution.

Background to the Transaction

The Corporation was formed with the intention of it being listed on the Exchange as a CPC with the principal business of identifying and evaluation business and assets with a view to complete a Qualifying Transaction.

Following its listing on the Exchange, the Corporation sourced, identified and evaluated a number of business and assets for the purpose of completing a Qualifying Transaction.

The opportunity to acquire Margaux was first identified by certain members of the Odessa Board who were also trustees of Margaux and had knowledge concerning the success of Margaux's self-storage business and its intention to expand. Based on these factors, the Odessa Board recognized Margaux as a potential target for Odessa's qualifying transaction. The Odessa Board then reviewed Margaux and the potential for a business combination with the company. Negotiation of the terms were then conducted between the Odessa Board and the Margaux Board, and was approved by the independent directors.

Approval Process

The directors of Odessa reviewed the terms of the Transaction and considered all factors they deemed necessary to be considered based on the information available to them. Accordingly, after careful consideration, the Odessa Board concluded that the Transaction is in the best interests of Odessa and its shareholders, unanimously (with Michel Lassonde and Pierre Colas abstaining) approved the Transaction, and unanimously recommends approval of the Transaction. The Odessa Board reviewed various factors relating to Margaux and a potential business combination with the company, including, without limitation:

(a) Margaux's financial statements and projections;

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(b) Margaux's business presentation; and
(c) overall market conditions for the self-storage industry.

The Odessa Board believes that the Transaction is in the best interests of Odessa and Odessa Shareholders and that the Transaction provides a number of benefits, including the opportunity to participate in a combined entity which the Odessa Board believes:

(a) is an emerging provider of self-storage facilities and will act as a consolidator in a market which is highly fragmented in Quebec and in Canada as a whole;
(b) will provide an opportunity for shareholders of Odessa to participate in a real estate investment trust under the leadership of a management team and a board of trustees comprised of an experienced team of business professionals;
(c) will have greater financial and human resources, enabling it to more effectively undertake the development of its business and opportunities; and
(d) will have increased market capitalization, resulting in improved liquidity for shareholders and a potential increased ability to secure financing.

Arm's Length Qualifying Transaction

Pursuant to Exchange Policy 2.4, the Transaction is not a "Non-Arm's Length Qualifying Transaction" as there is no party or parties that are Control Persons (as defined under the policies of the Exchange) in both Odessa and Margaux.

BUSINESS TO BE CONDUCTED AT THE MEETING

To the knowledge of the Odessa Board, the only matters to be brought before the Meeting are set forth in the accompanying Notice of Meeting. These matters are described in more detail under the headings below.

PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Corporation and the auditor's report thereon for the year ended December 31, 2023 are filed on SEDAR+ under the Corporation's profile and will be presented to the Shareholders at the Meeting. No formal action will be taken at the Meeting to approve the financial statements.

FIXING THE NUMBER DIRECTORS

At the Meeting, Odessa Shareholders will be asked to fix the number of Interim Directors to be elected at the Meeting at five (5).

Unless otherwise directed, the persons designated as proxyholders in the enclosed proxy intend to vote proxies IN FAVOUR of the resolution fixing the number of Interim Directors to be elected at the Meeting at five (5).

APPOINTMENT OF DIRECTORS

At the Meeting, Odessa Shareholders will be asked to elect the nominees set forth in the table below as directors of the Corporation, to hold office effective until the earlier of: (a) the next annual general meeting

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of the Corporation; or (b) his/her successor is duly elected or appointed in accordance with the ABCA and the constating documents of the Corporation, unless his/her office is vacated earlier.

The Corporation does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by the persons designated as proxyholders in the accompanying Instrument of Proxy will be voted for another nominee at their discretion unless the Odessa Shareholder has specified in their form of proxy that their Odessa Shares are to be withheld from voting in the election of directors.

The following table sets forth a brief description of the nominees, including the name and province or state and country of residence of each of the nominees, their principal occupation, the date each first became a director of the Corporation, their current position(s) with Odessa, and the number of Odessa Shares beneficially owned, or controlled or directed, directly or indirectly, by each of the nominees as of the date of this Circular. The information contained herein is based upon information furnished by the respective nominees.

Name, City and Province of Residence	Principal Occupation	Director Since	Current Position(s) with the Corporation	Number of Odessa Shares held
Michel Lassonde, (1)(3), Saint-Bruno-de-Montarville, QC	Mr. Lassonde is the current President, Chief Executive Officer and Director of the Corporation. Prior thereto, from 1991 – 2008, Mr. Lassonde was a judge of the Court of Quebec. Mr. Lassonde was also previously the founder and the President of Canadian Net REIT (Fronsac REIT), a real estate investment trust listed on the TSX Venture exchange from 2011 – 2015 and the Chairman from 2014 - 2020.	January 18, 2023	President, Chief Executive Officer, Director and Promoter	1,000,000
André Verrier(1)(2) Drummondville, QC	Mr. Verrier is a Chartered Professional Accountant and is the founder and president of Verritex Inc., a advisory firm for mergers and acquisitions and real estate, primarily for small and mid-cap companies, a role he has since 2007.	January 18, 2023	Director	1,000,000
Richard Morrison(1)(2), Terrebonne, QC	Mr. Morrison is the Managing Director and President of IRR Conseil, an advisory firm in Quebec. Previously, Mr. Morrison was the Associate Director at Roynat Inc., a division of Scotia Bank. Additionally, Mr. Morrison was also the Managing Director and President of IRR Capital Inc., an exempt market dealer, from 2008 to 2020 and was also Managing Director and President of IRR Conseil Inc. from 2011 to 2020.	February 8, 2023	Director	500,000
Luc Poirier Candiac, QC	Mr. Poirier has been the President of Les placements Luc Poirier Ltd. Since 2003.	N/A	N/A	nil
Pierre Colas Outremont, QC	President of Gestion Pierre Colas since 2005.	January 18, 2023	Director	500,000(4)

Notes:
(1) Member of the Audit Committee of the Corporation.
(2) Independent Director.
(3) Includes the Odessa Shares held by Sofinat Limitée, a private company controlled by Mr. Lassonde.
(4) Held by Gestion Pierre Colas Inc., a private company controlled by Mr. Colas.

Unless otherwise directed, the persons designated as proxyholders in the enclosed proxy, intend to vote proxies IN FAVOUR of the election of the nominees set forth in the table above as directors of the Corporation.

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Orders, Penalties and Bankruptcies

Other than as disclosed herein, to the knowledge of the Corporation, none of the nominees:

is at the date of this Circular, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

(a) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer,

is at the date of this Circular, or has been, within 10 years before the date hereof, a director or executive officer of any company (including the Corporation) that, while such nominee was acting in that capacity, or within a year of such nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

has, within 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such nominee.

For the purposes of this section, the term "order" means:

a cease trade order;

an order similar to a cease trade order; or

an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days.

To the knowledge of the Corporation, as of the date hereof, none of the nominees has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or any other penalties or sanctions imposed by a court or regulatory body.

APPOINTMENT OF AUDITOR

MNP LLP, Chartered Accountants ("MNP") has been the auditor of the Corporation since its incorporation in January 2023. The Odessa Shareholders will be asked at the Meeting to vote for the appointment of MNP as auditor of the Corporation until the next annual meeting of Shareholders of the Corporation, at a remuneration to be fixed by the Odessa Board.

Unless otherwise directed, the persons designated as proxyholders in the enclosed proxy intend to vote IN FAVOUR of appointing MNP as auditor for the Corporation until the next annual meeting of Shareholders of the Corporation, at a remuneration to be fixed by the Odessa Board.

APPROVAL OF STOCK OPTION PLAN

The Corporation adopted a 10% "rolling" incentive stock option plan (the "Odessa Option Plan"), dated effective March 24, 2023. The rules of the Exchange provide that a rolling stock option plan must be re-approved by shareholders every year. At the Meeting, Odessa Shareholders will be asked to pass an ordinary resolution that approves and ratifies the Odessa Option Plan.

The purpose of the Odessa Option Plan is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation to acquire Odessa Shares, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

The following information is intended as a brief description of the Odessa Option Plan, and is qualified in its entirety by reference to the Odessa Option Plan itself, the full text of which is attached as Appendix "J".

The Odessa Option Plan

The Odessa Option Plan is administered by the Board, but may be administered by a committee of the Board to which the Board has delegated its duties and powers under the Odessa Option Plan. Under the Odessa Option Plan, the Board may from time to time, in its discretion, and in accordance with the Exchange requirements and applicable securities legislation, grant to directors, officers, employees consultants and other personnel of Odessa, non-transferable Odessa Options to purchase Odessa Shares.

The material terms of the Odessa Option Plan are as follows:

(a) the total number of Odessa Shares reserved for issuance under the Odessa Option Plan at any point in time is 10% of the issued and outstanding Odessa Shares at the time the Odessa Shares are reserved for issuance as a result of the grant;

(b) Odessa Options that are cancelled, terminated or expired prior to exercise of all or a portion thereof shall result in the Odessa Shares that were reserved for issuance thereunder being available for a subsequent grant of Odessa Options pursuant to the Odessa Option Plan. As the Odessa Option Plan is a "rolling" plan, the issuance of additional Odessa Shares by the Corporation or the exercise of Odessa Options will also give rise to additional availability under the Odessa Option Plan;

(c) While the Corporation is a CPC, the maximum aggregate number of Odessa Shares which may be reserved for issuance to any individual director or senior officer pursuant to the Odessa Option Plan shall not exceed 5% of the Odessa Shares issued and outstanding as at the time of grant;

(d) without the prior approval of the disinterested shareholders, the Board may not: (i) grant Odessa Options to a single individual, other than a consultant, which would allow for such individual to purchase a number of Odessa Shares equaling more than 5% of the issued Odessa Shares of the Corporation in any twelve (12) month period; (ii) grant to Insiders Odessa Options which would allow Insiders to purchase a number of Odessa Shares equaling more than 10% of the issued Odessa Shares of the Corporation; (iii) issue to Insiders Odessa Shares pursuant to the Odessa Option Plan or any other share compensation arrangement in any twelve (12) month period equaling more than 10% of the issued and outstanding Odessa Shares of the Corporation; and (iv) reduce the exercise

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price or extend the term of any outstanding Odessa Options held by insiders of the Corporation (as defined in the Exchange policies). Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including the Exchange), the Board may amend the Odessa Option Plan and Odessa Options granted thereunder at any time;

(e) the maximum number of Odessa Shares reserved for issuance, within a twelve (12) month period, pursuant to the Odessa Option Plan, to any one (1) consultant of the Corporation (or its subsidiaries), shall not exceed 2% of the number of issued and outstanding Odessa Shares, calculated as at the date of grant;

(f) while the Corporation is a CPC, the aggregate maximum number of Odessa Shares reserved for issuance pursuant to Odessa Options granted to all technical consultants must not exceed 2% of the Odessa Shares outstanding as at the date of grant;

(g) the maximum number of Odessa Shares reserved for issuance pursuant to the Odessa Option Plan, within a twelve (12) month period, to persons providing investor relations activities, in aggregate shall not exceed 2% of the number of issued and outstanding Odessa Shares, calculated as at the date of grant;

(h) All Odessa Options granted will be evidenced by a stock option agreement;

(i) an Odessa Option shall be exercisable for a maximum term of ten (10) years and shall vest as determined by the Board; and

(j) If an optionee ceases to be a director, officer, employee or consultant of the Corporation or its subsidiaries for any reason other than death, the optionee may, but only within the later of: (i) 12 months after the completion of the Qualifying Transaction (as defined in Policy 2.4) by the Corporation; and (ii) ninety (90) days after the optionee's ceasing to be a director, officer, employee or consultant (or 30 days in the case of an optionee engaged in investor relations activities) or prior to the expiry of the option period, whichever is earlier, exercise any Odessa Option held by the optionee, but only to the extent that the optionee was entitled to exercise the Odessa Option at the date of such cessation.

(k) In the event of the death of an optionee, the Odessa Options previously granted to the optionee shall be exercisable within one (1) year following the date of the death of the optionee or prior to the expiry of the option period, whichever is earlier, and then only (i) by the person or persons to whom the optionee's rights under the Odessa Options shall pass by the optionee's will or the laws of descent and distribution, or by the optionee's legal personal representative; and (ii) to the extent that the optionee was entitled to exercise the Odessa Option at the date of the optionee's death.

Subject to the policies of the Exchange or any other stock exchange on which the Odessa Shares are listed (the "Subject Exchange"), and any limitations imposed by any relevant regulatory authority, the exercise price of the Odessa Options granted pursuant to the Odessa Option Plan is determined by the Odessa Board at the time of grant, provided that the exercise price shall be an amount at least equal to the Discounted Market Price of the Odessa Shares (provided that while Odessa is a CPC the exercise price of a Odessa Option granted under the Odessa Plan may not be less than the greater of (i) the price at which Odessa Shares are sold pursuant to the seed share offering of Odessa (being $0.05 per Odessa Share), and (ii) the Discounted Market Price of the Odessa Shares). For the purposes of the Odessa Option Plan, "Discounted Market Price" means the last per share closing price for the Odessa Shares on the Subject Exchange before

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the date of grant of an Odessa Option, less any applicable discount under the policies of the Subject Exchange.

Notwithstanding the terms of the Odessa Option Plan described above, Exchange Policy 2.4 imposes certain restrictions on incentive stock options during the period that Odessa remains a CPC. Such restrictions shall remain in place until the Exchange issues the Final QT Exchange Bulletin (such bulletin indicating that the Resulting Issuer will not be considered a CPC).

Existing Stock Options

Odessa currently has 1,400,000 Odessa Options outstanding.

Approval of Stock Option Plan

At the Meeting, Shareholders will be asked to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution in the form set out below (the "Stock Option Plan Resolution"):

"BE IT RESOLVED as an ordinary resolution of the shareholders of Odessa Capital Ltd. (the "Corporation") that:

(1) the stock option plan (the "Stock Option Plan") of the Corporation in the form of the Stock Option Plan attached as Appendix "J" to the management information circular of the Corporation dated December 30, 2024, be and is hereby approved with such modifications as may be required by the TSX Venture Exchange;

(2) the maximum number of common shares of the Corporation which may be issued under the Plan shall be equal to ten percent (10%) of the then issued and outstanding common shares of the Corporation from time to time; and

(3) any director or officer of the Corporation be and is hereby authorized and directed to do and perform all such acts and things and to execute and deliver or cause to be delivered, for, in the name of and on behalf of the Corporation (whether under the seal of the Corporation or otherwise) all such agreements, instruments and other documents as in such individual's opinion may be necessary or desirable to perform the terms of this resolution."

Unless otherwise directed, the persons designated as proxyholders in the enclosed proxy intend to vote FOR the Stock Option Plan Resolution.

APPROVAL OF RESULTING ISSUER STOCK OPTION PLAN

The Corporation's current stock option plan is the Odessa Option Plan. For a detailed description of the Odessa Option Plan, see the discussion under the section headed "Business to be Conducted at the Meeting – Approval of Stock Option Plan – The Odessa Option Plan".

At the Effective Time, the sole stock option plan of the Resulting Issuer will be the Resulting Issuer Option Plan, a copy of which is attached hereto as Appendix "K". The Resulting Issuer Option Plan will be a 20% "fixed" stock option plan, which provides that the number of Resulting Issuer Units issuable pursuant to outstanding options must not exceed that number of Resulting Issuer Units equal to 20% of the issued and outstanding Resulting Issuer Units on the date of the implementation of the Resulting Issuer Option Plan, being 1,412,345 Resulting Issuer Units assuming the completion of the Maximum Private Placement. If the Maximum Private Placement is not reached, the Resulting Issuer Option Plan will be amended, without

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further Odessa Shareholder approval, to reflect the correct number of Resulting Issuer Units which would equal 20% of the issued and outstanding Resulting Issuer Units on the date of the implementation of the Resulting Issuer Option Plan. The Resulting Issuer Option Plan is subject to requisite Margaux Unitholder and Exchange approval being obtained. Should the Resulting Issuer Option Plan not receive the required approvals, the Odessa Option Plan will continue to be the sole stock option plan of Odessa in effect.

Disinterested Shareholder Approval

As more particularly described below, the Resulting Issuer Option Plan contains certain limitations on the aggregate number of Resulting Issuer Units that may be issued pursuant to Security Based Compensation (as defined in the policies of the Exchange), including Resulting Issuer Options, that may be granted or issued to eligible Participants (as such term is defined in Exchange Policy 4.4) by the Resulting Issuer, unless disinterested unitholder approval is obtained. Since the Odessa Shareholders will become Resulting Issuer Unitholders pursuant to the Transaction, the Corporation is seeking approval from disinterested shareholders of the corporation, who will become disinterested unitholders of the Resulting Issuer following the completion of the Transaction. The limitations in respect of which disinterested shareholder approval is sought are:

(a) the number of Resulting Issuer Units issuable pursuant to Resulting Issuer Options granted (and any other Security Based Compensation granted or issued) in any 12-month period to any one person may not exceed five percent (5%) of the issued and outstanding Resulting Issuer Units, unless disinterested shareholder approval is obtained;

(b) The maximum aggregate number of Resulting Issuer Units issuable pursuant to Resulting Issuer Options granted (and any other Security Based Compensation granted or issued) to insiders of the Resulting Issuer (as a group) must not exceed 10% of the issued and outstanding Resulting Issuer Units at any point in time, unless disinterested shareholder approval is obtained; and

(c) the maximum aggregate number of Resulting Issuer Units issuable pursuant to Resulting Issuer Options granted (and any other Security Based Compensation granted or issued) in any 12-month period to insiders of the Resulting Issuer (as a group) must not exceed 10% of the issued and outstanding Resulting Issuer Units, calculated as at the date the Resulting Issuer Option is granted to any insider, unless disinterested shareholder approval is obtained.

As the Odessa Shareholders will become Resulting Issuer Unitholders at the Effective Time, and in order to ensure approval of the Resulting Issuer Option Plan by all Resulting Issuer Unitholders following the Effective Time and permit the Resulting Issuer to issue Resulting Issuer Options in excess of these limitations, at the Meeting, disinterested Odessa Shareholders will be asked to vote on an ordinary resolution to approve, for the ensuing year, the Resulting Issuer Option Plan as described below. For the purpose of this ordinary resolution, the approval by the disinterested Odessa Shareholders will exclude votes attaching to Odessa Shares beneficially owned by Insiders (as such term is defined in the policies of the Exchange) to whom, at the Effective Time, Resulting Issuer Options may be granted under the Resulting Issuer Option Plan and their Associates and Affiliates (as such terms are defined in the policies of the Exchange). Michel Lassonde, André Verrier, Richard Morrison and Pierre Colas are Insiders, and accordingly, the 1,000,000 Odessa Shares, 1,000,000 Odessa Shares, 500,000 Odessa Shares and 500,000 Odessa Shares held or controlled or directed by them, respectively, will be excluded from the vote on the Resulting Issuer Option Plan Resolution (as defined below), resulting in votes attaching to a total of 3,000,000 Odessa Shares being excluded from the vote on the Resulting Issuer Option Plan Resolution.

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The following information is intended as a brief description of the Resulting Issuer Option Plan and is qualified in its entirety by reference to the Resulting Issuer Option Plan itself, the full text of which is attached as Appendix "K".

The Resulting Issuer Option Plan

The Resulting Issuer Option Plan is administered by the Resulting Issuer Board, but may be administered by a committee of the Resulting Issuer Board to which the Resulting Issuer Board has delegated its duties and powers under the Resulting Issuer Option Plan. Under the Resulting Issuer Option Plan, the Resulting Issuer Board may from time to time, in its discretion, and in accordance with the Exchange requirements and applicable securities legislation, grant to trustees, officers, employees consultants and other personnel of the Resulting Issuer, non-transferable Resulting Issuer Options to purchase Resulting Issuer Units.

The material terms of the Resulting Issuer Option Plan are as follows:

(a) the total number of Resulting Issuer Shares reserved for issuance under the Resulting Issuer Option Plan at any point in time is 20% of the issued and outstanding Resulting Issuer Units as at the date the Resulting Issuer Unitholders approve the Resulting Issuer Option Plan, being 1,412,345 Resulting Issuer Units;

(b) Resulting Issuer Options that are cancelled, terminated or expired prior to exercise of all or a portion thereof shall result in the Resulting Issuer Units that were reserved for issuance thereunder being available for a subsequent grant of Resulting Issuer Options pursuant to the Resulting Issuer Option Plan. As the Resulting Issuer Option Plan is a "fixed" plan, the issuance of additional Resulting Issuer Units by the Resulting Issuer or the exercise of Resulting Issuer Options will not give rise to additional availability under the Resulting Issuer Option Plan;

(c) without the prior approval of the disinterested unitholders, the Resulting Issuer Board may not: (i) grant Resulting Issuer Options to a single individual, other than a consultant, which would allow for such individual to purchase a number of Resulting Issuer Units equaling more than 5% of the issued Resulting Issuer Units of the Resulting Issuer in any twelve (12) month period; (ii) grant to Insiders Resulting Issuer Options which would allow Insiders to purchase a number of Resulting Issuer Units equaling more than 10% of the issued Resulting Issuer Units of the Resulting Issuer; (iii) issue to Insiders Resulting Issuer Units pursuant to the Resulting Issuer Option Plan or any other share compensation arrangement in any twelve (12) month period equaling more than 10% of the issued and outstanding Resulting Issuer Units of the Corporation; and (iv) reduce the exercise price or extend the term of any outstanding Resulting Issuer Options held by insiders of the Resulting Issuer (as defined in the Exchange policies). Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including the Exchange), the Resulting Issuer Board may amend the Resulting Issuer Option Plan and Resulting Issuer Options granted thereunder at any time;

(d) the maximum number of Resulting Issuer Shares reserved for issuance, within a twelve (12) month period, pursuant to the Resulting Issuer Option Plan, to any one (1) consultant of the Resulting Issuer (or its subsidiaries), shall not exceed 2% of the number of issued and outstanding Resulting Issuer Units, calculated as at the date of grant;

(e) the maximum number of Resulting Issuer Units reserved for issuance pursuant to the Resulting Issuer Option Plan, within a twelve (12) month period, to persons providing investor relations activities, in aggregate shall not exceed 2% of the number of issued and outstanding Resulting Issuer Units, calculated as at the date of grant;

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(f) All Resulting Issuer Options granted will be evidenced by a stock option agreement;

(g) a Resulting Issuer Option shall be exercisable for a maximum term of ten (10) years and shall vest as determined by the Resulting Issuer Board; and

(h) If an optionee ceases to be a trustee, officer, employee or consultant of the Resulting Issuer or its subsidiaries for any reason other than death, the optionee may, but only within the later of: (i) 12 months after the completion of the Qualifying Transaction (as defined in Policy 2.4) by the Resulting Issuer; and (ii) ninety (90) days after the optionee’s ceasing to be a trustee, officer, employee or consultant (or 30 days in the case of an optionee engaged in investor relations activities) or prior to the expiry of the option period, whichever is earlier, exercise any Resulting Issuer Option held by the optionee, but only to the extent that the optionee was entitled to exercise the Resulting Issuer Option at the date of such cessation.

(i) The Resulting Issuer shall have the power, in the event of: (i) any disposition of all or substantially all of the assets of the Resulting Issuer, or the dissolution, merger, amalgamation or consolidation of the Resulting Issuer with or into any other trust or of such trust into the Resulting Issuer, or (ii) any change in control of the Resulting Issuer, to make such arrangements as it shall deem appropriate for the exercise of outstanding Resulting Issuer Options or continuance of outstanding Resulting Issuer Options. If the Resulting Issuer shall exercise such power, the Resulting Issuer Option shall be deemed to have been amended to permit the exercise thereof in whole or in part by the optionee at any time or from time to time as determined by the Resulting Issuer prior to the completion of such transaction. In the event of the proposed acceleration of the vesting requirements prescribed by the Exchange at Section 4.4(c) of Exchange Policy 4.4 for Options granted to Investor Relations Service Providers, such acceleration of the prescribed vesting requirements shall not be permitted without prior Exchange approval.

(j) In the event of the death of an optionee, the Resulting Issuer Option previously granted to him shall be exercisable within one (1) year following the date of the death of the optionee or prior to the expiry of the option period, whichever is earlier, and then only: (a) by the person or persons to whom the optionee’s rights under the Resulting Issuer Option shall pass by the optionee’s will or the laws of descent and distribution, or by the optionee’s legal personal representative; and (b) to the extent that the optionee was entitled to exercise the Resulting Issuer Option at the date of the optionee’s death.

Subject to the policies of the Exchange or any other stock exchange on which the Resulting Issuer Units are listed (the "Subject Exchange"), and any limitations imposed by any relevant regulatory authority, the exercise price of the Resulting Issuer Options granted pursuant to the Resulting Issuer Option Plan is determined by the Resulting Issuer Board at the time of grant, provided that the exercise price shall be an amount at least equal to the Discounted Market Price of the Resulting Issuer Units. For the purposes of the Resulting Issuer Option Plan, "Discounted Market Price" means the last per share closing price for the Resulting Issuer Units on the Subject Exchange before the date of grant of a Resulting Issuer Option, less any applicable discount under the policies of the Subject Exchange.

Approval of Resulting Issuer Stock Option Plan

At the Meeting, Odessa Shareholders will be asked to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution in the form set out below (the "Resulting Issuer Option Plan Resolution"):

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"BE IT RESOLVED as an ordinary resolution of the disinterested shareholders of Odessa Capital Ltd. (the "Corporation") that:

(1) the stock option plan (the "Resulting Issuer Option Plan") in the form of the Resulting Issuer Option Plan attached as Appendix "K" to the management information circular of the Corporation dated December 30, 2024 (the "Circular"), be and is hereby approved, with such modifications as may be required by the TSX Venture Exchange (the "Exchange"), as the stock option plan of Margaux Real Estate Investment Trust as it exists upon completion of the proposed arrangement (the "Resulting Issuer") under the provisions of section 192 of the Canada Business Corporations Act, on and subject to the terms and conditions set forth in the Plan of Arrangement attached as Appendix "P" to the Circular (the "Arrangement"), and any supplement, modification or amendment thereto made in accordance with the terms of the arrangement agreement dated July 22, 2024 among Margaux Real Estate Investment Trust ("Margaux"), the Corporation and 16080022 Canada Inc., as may be amended or supplemented from time to time, with respect to the business combination between the Corporation and Margaux whereby Margaux will acquire the Corporation by way of the Arrangement, and which will constitute the Qualifying Transaction of the Corporation pursuant to Policy 2.4 - Capital Pool Companies of the Exchange;

(2) the maximum number of units of the Resulting Issuer which may be issued under the Resulting Issuer Option Plan shall be equal to twenty percent (20%) of the issued and outstanding units of the Resulting Issuer ("Resulting Issuer Units") as at the date this resolution is approved;

(3) the Resulting Issuer be permitted and authorized to grant or issue Security Based Compensation (as such term is defined in the policies of the Exchange), including non-transferable options to purchase Resulting Issuer Units under the Resulting Issuer Option Plan, that may result in:

(a) the aggregate number of Resulting Issuer Units that are issuable pursuant to all Security Based Compensation granted or issued to Insiders (as such term is defined in the policies of the Exchange) (as a group) exceeding 10% of the issued and outstanding Resulting Issuer Units at any point in time;

(b) the aggregate number of Resulting Issuer Units that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to Insiders (as a group) exceeding 10% of the issued and outstanding Resulting Issuer Units, calculated as at the date any Security Based Compensation is granted or issued to any Insider; and

(c) the aggregate number of Resulting Issuer Units that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Person (as such term is defined in the policies of the Exchange) (and where permitted under the policies of the Exchange, any Companies (as such term is defined in the policies of the Exchange) that are wholly owned by that Person) exceeding 5% of the issued and outstanding Resulting Issuer Units, calculated as at the date any Security Based Compensation is granted or issued to the Person;

(4) the Corporation is authorized on behalf of the Resulting Issuer to make any further amendments to the Resulting Issuer Option Plan as may be required by applicable

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regulatory authorities, without requiring further approval of Odessa Shareholders, in order to ensure adoption of the Resulting Issuer Option Plan;

(5) the Corporation is authorized to file the Resulting Issuer Option Plan with the TSX Venture Exchange for acceptance and the implementation of the Resulting Issuer Option Plan is subject to TSX Venture Exchange and Margaux unitholder approval; and

(6) any director or officer of the Corporation be and is hereby authorized and directed to do and perform all such acts and things and to execute and deliver or cause to be delivered, for, in the name of and on behalf of the Corporation (whether under the seal of the Corporation or otherwise) all such agreements, instruments and other documents as in such individual's opinion may be necessary or desirable to perform the terms of this resolution."

The Resulting Issuer Option Plan Resolution must be approved by a simple majority approval of the votes cast at the Meeting by the disinterested Odessa Shareholders. Unless otherwise directed, the persons designated as proxyholders in the enclosed proxy intend to vote FOR the Resulting Issuer Option Plan Resolution.

APPROVAL OF THE ARRANGEMENT

At the Meeting, the Odessa Shareholders will be asked to consider and, if deemed advisable, approve the Arrangement Resolution, as set forth in Appendix "A" to this Circular, to approve the Arrangement, with such Arrangement constituting the Qualifying Transaction of the Corporation. For additional information about the Transaction see the section headed "Description of the Transaction – Arrangement".

Arrangement Resolution Dissent Rights

The following description of dissent rights to which Dissenting Arrangement Shareholders are entitled is not a comprehensive statement of the procedures to be followed by a Dissenting Arrangement Shareholder who seeks payment of the fair value of such Dissenting Arrangement Shareholder's Odessa Shares and is qualified in its entirety by the reference to the full text of the Interim Order, which is attached to this Circular as Appendix "O", the full text of the Plan of Arrangement, which is attached to this Circular as Appendix "P", and the text of Section 190 of the CBCA, which is attached to this Circular as Appendix "S". Pursuant to the Interim Order, Dissenting Arrangement Shareholders are given rights analogous to rights of dissenting shareholders under the CBCA. The CBCA requires strict adherence to the procedures established therein and failure to do so may result in the loss of all dissenters' rights. Accordingly, each Odessa Shareholder who might desire to exercise dissent rights should carefully consider and comply with the provisions of the section, as modified by the Plan of Arrangement and the Interim Order, and consult such Odessa Shareholder's legal advisors.

The Court hearing the application for the Final Order has the discretion to alter the Arrangement Resolution Dissent Rights described herein based on the evidence presented at such hearing.

Under the Interim Order, Odessa Shareholders are entitled, in addition to any other rights the holder may have, to dissent in respect of the Arrangement. Provided the Arrangement is approved, each Dissenting Arrangement Shareholder will be entitled to be paid the fair value of their Odessa Shares in respect of which such Shareholder dissents in accordance with the Interim Order. Persons who are beneficial owners of Odessa Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the registered holders of such Odessa Shares are entitled to dissent.

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Accordingly, beneficial owners of Odessa Shares desiring to exercise dissent rights must make arrangements for the Odessa Shares beneficially owned by such person to be registered in his, her or its name, or alternatively, make arrangements for the registered holder of the Odessa Shares to dissent on their behalf. See Appendix "O" to this Circular for the full text of the Interim Order.

An Odessa Shareholder is not entitled to dissent with respect to their Odessa Shares in respect of the Arrangement Resolution if they vote any of such shares in favor of any resolution authorizing the Arrangement. Further, a Dissenting Arrangement Shareholder may only exercise dissent rights with respect to all the shares held by such Odessa Shareholder or on behalf of any one beneficial owner and registered in the name of the Dissenting Arrangement Shareholder.

All notices to the Corporation pursuant to the Interim Order should be addressed to the Corporation at 180 ch. des Patriotes Sud, Mont Saint-Hilaire, Québec, J3H 5J3, Attention: Michel Lassonde, or by email to [email protected]. In order to be effective, a written notice of dissent must be received no later than the commencement of the Meeting or any adjournment thereof. The Corporation may elect not to proceed with the Transaction if any notices of dissent are received.

Arrangement Resolution

At the Meeting, the Odessa Shareholders will be asked to consider, and, if deemed advisable, to pass, with or without variation, a resolution in the form set forth in Appendix "A" to this Circular approving the Transaction constituting the Qualifying Transaction of the Corporation (the "Arrangement Resolution")

The Arrangement Resolution requires the approval of:

(a) at least $66^{2/3}\%$ of the votes cast on the Arrangement Resolution by the Odessa Shareholders present in person or represented by proxy at the Meeting; and
(b) at least a majority of the votes cast on the Arrangement Resolution by the Minority Shareholders present in person or represented by proxy at the Meeting.

A total of 3,000,000 will be excluded from the minority approval vote. See "Description of the Transaction – Exchange and Securities Law Matters".

The Odessa Board recommends that Shareholders vote in FAVOUR of the Arrangement Resolution. Unless otherwise directed, the persons designated as proxyholders in the enclosed proxy intend to vote FOR the Arrangement Resolution.

APPROVAL OF CONTINUANCE

The Corporation is currently governed by the ABCA. In connection with the Transaction, shareholders of the Corporation will be asked to consider, and if thought advisable, to pass, with or without variation, a special resolution authorizing the continuance (the "Continuance") of the Corporation from the ABCA to the CBCA. The Continuance, if approved, will change the legal domicile of the Corporation and will affect certain rights of the Shareholders as they currently exist under the ABCA. Accordingly, Shareholders should consult their own independent legal advisors regarding implications of the Continuance which may be of particular importance to them.

If the special resolution approving the Continuance is approved at the Meeting, it will give the Board authority to implement the Continuance. Notwithstanding approval of the proposed Continuance by

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Shareholders, the Board, in its sole discretion, may revoke the special resolution and abandon the Continuance without further approval or action by, or prior notice to, Shareholders.

In connection with the Continuance, the existing by-laws of the Corporation will be repealed and the Corporation will adopt by-laws which are suitable for a CBCA corporation, but which in all material respects are similar to the current by-laws of the Corporation. The proposed by-laws of the Corporation have been attached hereto as Appendix "Q".

Reasons for the Continuance

The approval of the Continuance by Shareholders at the Meeting and the completion of the Continuance are conditions to the completion of the Transaction. Consequently, in connection with the Transaction, the Board has determined that, subject to completion of the Transaction, it is in the best interests of the Corporation to be governed by the CBCA.

Procedure to Effect Continuance

In order to effect the Continuance, the following steps must be taken:

(a) The Shareholders must approve the Continuance resolution at the Meeting, authorizing the Corporation to, among other things, file articles of continuance (the "Articles of Continuance") with the Director appointed under the CBCA requesting that the Corporation be continued as if it had been incorporated under the CBCA;

(b) The Registrar of Corporations under the ABCA must approve the proposed Continuance under the CBCA, upon being satisfied that the Continuance will not adversely affect creditors or shareholders of the Corporation;

(d) The Corporation must file a notice of continuance with the Registrar of Corporations under the ABCA, who will then issues a certificate of discontinuance.

On the date shown on the certificate of discontinuance, the Corporation becomes a corporation under the CBCA as if it had been incorporated under the CBCA.

General Effects of Continuance

The Continuance does not create a new legal entity, nor will it prejudice or affect the continuity of the Corporation. The Continuance will not result in any change in the business of the Corporation. Under the CBCA, upon Continuance, the Corporation will continue to: (i) possess all of the Corporation's property, rights and privileges; (ii) be subject to all of the liabilities, including civil, criminal or quasi-criminal and all contracts, disabilities and debts of the Corporation; (iii) be subject to the enforcement by or against the Corporation of a conviction, or ruling, order or judgment in favour of or against the Corporation; and (iv) be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against the Corporation. Furthermore, any Common Shares issued before the Continuance are deemed to have been issued in compliance with the CBCA and with the Articles of Continuance. Shareholders should consult their professional advisors with respect to the detailed provisions of the CBCA and their rights thereunder.

Certain Corporate Differences Between the ABCA and the CBCA

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The following is a summary only of certain differences and similarities between the CBCA, the statute that will govern the corporate affairs of the Corporation upon the Continuance, and the ABCA, the statute which currently governs the corporate affairs of the Corporation.

In approving the Continuance, the Odessa Shareholders will be approving the adoption of the Articles of Continuance and will be agreeing to hold securities in a corporation governed by the CBCA. This Circular summarizes some of the differences that could materially affect the rights and obligations of shareholders after giving effect to the Continuance. In exercising their vote, Odessa Shareholders should consider the distinctions between the CBCA and the ABCA, only some of which are outlined below.

Notwithstanding the alteration of Odessa Shareholders' rights and obligations under the CBCA and the proposed Continuance, the Corporation will still be bound by the rules and policies of the Exchange, the Alberta Securities Commission, the British Columbia Securities Commission, the Ontario Securities Commission, and the Québec Autorité des Marchés Financiers as well as any other applicable securities legislation.

Nothing that follows should be construed as legal advice to any particular Odessa Shareholder, all of whom are advised to consult their own legal advisors respecting all of the implications of the Continuance. The following is a summary only. Reference should be made to the full text of both statutes and the regulations thereunder for particulars of the differences between them.

Constating Documents

Under the ABCA, the constating documents consist of "articles", which set forth the name of the Corporation and the amount and type of authorized capital and "bylaws", which govern the management of the Corporation. The articles are filed with the Alberta Registrar and the bylaws are maintained with the Corporation's registered office. Under the CBCA, the Corporation has "articles of incorporation", which set forth the name of the Corporation, the province in Canada where the registered office is to be situated and the numbers and classes of authorized shares of the corporation, and "by-laws", which govern the general management of the Corporation. The articles of incorporation are filed with the Director; the by-laws are not required to be filed with the Director but a copy is maintained at the Corporation's registered office.

Amendments to the Constating Documents

The CBCA and ABCA both require a two-thirds (2/3) majority vote to make substantive changes to the Corporation's constating documents.

Other fundamental changes pursuant to both the CBCA and ABCA, such as an alteration of the special rights and restrictions attached to issued shares or a proposed amalgamation or continuation of a corporation out of the jurisdiction, require a similar special resolution passed by the holders of shares of each class entitled to vote at a meeting of the shareholders of the Corporation and the holders of all classes of shares adversely affected by an alteration of special rights and restrictions.

Sale of the Corporation's Undertaking

Under the CBCA and ABCA, the approval of the shareholders of a corporation represented at a duly called meeting to which are attached not less than two-thirds of the votes entitled to vote upon a sale, lease or exchange of all or substantially all of the property of the corporation, and, where the class or series is affected by the sale, lease or exchange in a manner different from another class or series, the holders of shares of that class or series are entitled to vote separately as a class or series. Each share of the corporation

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carries the right to vote in respect of the sale, lease or exchange whether or not it otherwise carries the right to vote.

Oppression Remedies

Under the CBCA, a shareholder, former shareholder, director, former director, officer or former officer of a corporation or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy may apply to a court for an order to rectify the matters complained of where, in respect of a corporation or any of its affiliates, any act or omission of the corporation or its affiliates effects a result, or the business or affairs of the corporation or its affiliates are or have been carried on or conducted in a manner or the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interest of, any security holder, creditor, director or officer. The ABCA provides a substantially similar right.

Shareholder Derivative Actions

Under the CBCA, a shareholder, director, officer, former shareholder, former director and former officer of a corporation or its affiliates, and any person who, in the discretion of the court, is a proper person to make an application to court to bring a derivative action, may apply to the court for leave to bring an action in the name and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate. The ABCA provides a substantially similar right.

Requisition of Meetings

The ABCA provides that one or more shareholders of a corporation holding at least 5% of the issued voting shares of a corporation may give notice to the directors requiring them to call and hold a general meeting. The CBCA also provides a substantially similar right.

Form of Proxy and Information Circular for Reporting Issuers

Under the ABCA, management of a reporting issuer must provide a form of proxy to each shareholder concurrently with giving notice of a meeting of shareholders. Management must also send an information circular in prescribed form if proxies are solicited by or on behalf of management. Reporting issuers governed by the ABCA must also comply with applicable securities legislation. For reporting issuers incorporated under the CBCA, these requirements are governed by both the CBCA and any applicable securities legislation.

Indemnification

The CBCA allows a corporation to indemnify a director or former director or officer or former officer of a corporation or its affiliates against all liability and expenses reasonably incurred by him or her in a proceeding to which he or she is made party by reason of being or having been a director or officer if he or she acted honestly and in good faith with a view to the best interests of the corporation and, in cases where an action is or was substantially successful on the merits of his or her defence of the action or proceeding against him or her in his capacity as a director or officer. The ABCA also provides a similar right.

Financial Assistance

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The ABCA provides that a corporation may give financial assistance to any person for any purpose, subject to certain disclosure obligations. Under the CBCA there are no such disclosure obligations.

Place of Meetings

Under the CBCA, a shareholders’ meeting may be held any place in Canada provided in the by-laws or, in the absence of such provision, at a place in Canada that the directors determine (including outside Canada), in the absence of such a determination, at the place where the registered office of a corporation is located. No such provision applies under the ABCA.

Directors

The CBCA provides that a distributing corporation must have at least three directors, at least two of whom are not officers or employees of the corporation or its affiliates. The CBCA requires that at least one quarter of a corporation's directors be resident Canadians (unless the corporation has fewer than four directors in which case at least one must be a Canadian resident), and imposes no residency requirements on committees.

The ABCA provides that a distributing corporation must have at least three directors, at least two of whom are not officers or employees of the corporation or its affiliates. There is also a requirement that at least one quarter of a corporation's directors, and at least one quarter of the members of any committee of directors, must be resident Canadians.

Record Date for Voting

The ABCA permits a transferee of shares after the record date for a shareholder meeting, not later than 10 days before the shareholder meeting, to establish a right to vote at the meeting by providing evidence of ownership of shares and demanding that the transferee's name be placed on the voting list in place of the transferor. The CBCA does not have an equivalent provision.

Notice of Shareholder Meetings

Under the ABCA, a public corporation must give notice of a meeting of shareholders not less than 21 days and not more than 50 days before the meeting. Under the CBCA, such notice must be provided not less than 21 days and not more than 60 days before the meeting. Public corporations incorporated under either statute are currently subject to the requirements of NI 54-101.

Stock Splits or Consolidation

Under the CBCA, a special resolution of shareholders is needed to change shares in a class into a different number of shares of the same class.

The ABCA permits a directors' resolution to authorize a stock split where the only issued shares of a corporation are of one class. If the directors authorize the splitting of shares in accordance with the foregoing, they must notify the shareholders within sixty (60) days. If more than one class of shares is outstanding, the holders of each class, voting separately as a class, must approve the split by special resolution.

Shareholder Proposals

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Both the ABCA and the CBCA provide for shareholder proposals. Under the CBCA, a registered or beneficial owner of shares entitled to be voted at a meeting may submit a proposal, although the registered or beneficial shareholder must either: (i) have owned for six months not less than 1% of the total number of voting shares or voting shares with a fair market value of at least $2,000, or (ii) have the support of persons who have owned for six months not less than 1% of the total number of voting shares or voting shares with a fair market value of at least $2,000.

Rights of Dissent and Appraisal

Under both the ABCA and the CBCA, shareholders have substantially the same rights of dissent if a corporation resolves to effect certain fundamental changes. The dissent right is applicable where the corporation proposes to: (a) amend its articles to add, change or remove any restriction on the issue, transfer or ownership of shares of a particular class or series, or to add, change or remove any restriction on the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise; (b) continue under the laws of another jurisdiction; (c) sell, lease or exchange all or substantially all of its property; (d) amalgamate with another corporation; and (e) sell, lease or exchange all or substantially all its property. Under both the ABCA and the CBCA, a dissenting shareholder may send the corporation a written objection to the resolution at or before the meeting. Under the CBCA, a corporation must, within 10 days of the passing of the resolution to which the shareholder dissents, send notice to the dissenting shareholder. The dissenting shareholder, within 20 days of receiving notice from the corporation, must send the corporation notice of his demand for payment of the fair value of his shares and his relevant personal information. Within 30 days of this notice, the dissenting shareholder must send the corporation, or its transfer agent, his share certificates. No more than seven days after the later of receiving notice from the dissenting shareholder or the date the action approved in the resolution become effective, the corporation must make an offer to pay. The corporation or the dissenting shareholder may apply to court to fix a fair value for the shares of the dissenting shareholder.

Under the ABCA, once the resolution is adopted, any dissenting shareholder or the corporation may make an application to the court to fix the fair value of his shares. If an application is made, the corporation must send an offer to pay an amount considered by the corporation to be the fair value of the shares to each dissenting shareholder. The dissenting shareholders may accept the offer to pay from the corporation or wait for a court order fixing the fair value of the shares.

Continuance Resolution Dissent Rights

The following description of dissent rights to which Dissenting Continuance Shareholders are entitled is not a comprehensive statement of the procedures to be followed by a Dissenting Continuance Shareholder who seeks payment of the fair value of such Dissenting Continuance Shareholder's Odessa Shares and is qualified in its entirety by the text of Section 191 of the ABCA, which is attached to this Circular as Appendix "R". The ABCA requires strict adherence to the procedures established therein and failure to do so may result in the loss of all dissenters' rights. Accordingly, each Odessa Shareholder who might desire to exercise dissent rights in respect of the Continuance Resolution should carefully consider and comply with the provisions of the section and consult such Odessa Shareholder's legal advisors.

Under Section 191 of the ABCA, provided the Arrangement Resolution is approved, each Dissenting Continuance Shareholder will be entitled to be paid the fair value of their Odessa Shares in respect of which such Shareholder dissents in accordance with the Interim Order. Persons who are beneficial owners of Odessa Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the registered holders of such Odessa Shares are entitled to dissent.

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Accordingly, beneficial owners of Odessa Shares desiring to exercise dissent rights must make arrangements for the Odessa Shares beneficially owned by such person to be registered in his, her or its name, or alternatively, make arrangements for the registered holder of the Odessa Shares to dissent on their behalf. See Appendix "R" to this Circular for the full text of Section 191 of the ABCA.

An Odessa Shareholder is not entitled to dissent with respect to their Odessa Shares if they vote any of such shares in favor of any resolution authorizing the Continuance. Further, a Dissenting Continuance Shareholder may only exercise dissent rights with respect to all the shares held by such Odessa Shareholder or on behalf of any one beneficial owner and registered in the name of the Dissenting Continuance Shareholder.

All notices to the Corporation pursuant to Section 191 of the ABCA should be addressed to the Corporation at 800, 333 – 7th Avenue S.W., Calgary, AB, T2P 2Z1, Attention: Dale Burstall, or by email to [email protected]. In order to be effective, a written notice of dissent must be received no later than the commencement of the Meeting or any adjournment thereof. The Corporation may elect not to proceed with the Continuance if any notices of dissent are received.

Continuance Resolution

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve, with or without variation, the special resolution authorizing the Continuance and the adoption of a new general by-law. The text of the resolution that will be presented at the Meeting is as follows:

"BE IT HEREBY RESOLVED as a special resolution of the shareholders of Odessa Capital Ltd. (the "Corporation") that:

The Corporation be and is hereby authorized to make application to the Registrar of Corporations of Alberta for the issuance of a consent to file Articles of Continuance with the Director under the Canada Business Corporations Act (the "CBCA") to continue the Corporation as if it had been incorporated under the CBCA, and to make application to the Registrar of Corporations of Alberta for the issuance of a Certificate of Discontinuance;
The Corporation be authorized to file Articles of Continuance with the Director under the CBCA to continue the Corporation as if it had been incorporated under the CBCA;
The Articles of Continuance shall make any amendments to the Corporation's Articles necessary to make the Articles of Continuance conform to the provisions of the CBCA, and may make such other amendments as would be permitted under the CBCA if the Corporation had been incorporated under the CBCA;
Effective upon the issuance of the Certificate of Continuance, and without affecting the validity of any act of the Corporation under its existing by-laws (the "Existing By-Laws"), the Existing By-Laws are hereby repealed and replaced with a new By-Law Number 1 of the Corporation, the full text of which is attached as Appendix "Q" to the management information circular of the Corporation dated December 30, 2024 (the "New By-Laws"), together with such changes or amendments thereto as any director or officer of the Corporation deems appropriate, the conclusive evidence of such determination being the execution of the New By-Laws by a director or officer of the Corporation;

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Effective upon the issuance of the Certificate of Continuance, the board of directors of the Corporation is hereby authorized to determine, from time to time, the number of directors within the minimum and maximum number provided for in the articles of the Corporation;
Any director or officer of the Corporation is hereby authorized, empowered and instructed, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person's opinion may be necessary or desirably in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing; and
Notwithstanding that this special resolution has been duly passed by the shareholders of the Corporation, the directors of the Corporation be, and they hereby are, authorized and empowered to revoke this special resolution at any time before it is acted on and to determine not to proceed with the continuance of the Corporation under the CBCA without further approval of the shareholders of the Corporation."

Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the special resolution approving the Continuance. In order to be effective, the foregoing special resolution must be approved by not less than 66²/³% of the votes cast at the Meeting by the Odessa Shareholders voting in person or by proxy.

OTHER MATTERS

The Corporation knows of no other matters to be brought before the meeting. If any amendment, variation or other business is properly brought before the meeting, the enclosed form of proxy and voting instruction confers discretion on the persons named on the form of proxy to vote on such matters.

INFORMATION CONCERNING ODESSA

CORPORATE STRUCTURE

Name and Incorporation

The Corporation was incorporated on January 18, 2023 pursuant to the provisions of the Business Corporations Act (Alberta) under the name Odessa Capital Ltd. On April 4, 2023, the articles of the Corporation were amended and restated to remove the private company restrictions set forth therein.

The head office and registered office of the Corporation are located at Suite 800, 333 – 7th Avenue S.W., Calgary, Alberta, T2P 1Z1.

Intercorporate Relationships

Odessa has no subsidiaries.

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GENERAL DEVELOPMENT OF THE BUSINESS

History

Odessa was formed as a CPC and to date has not carried on any operations. The principal business of Odessa has been to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction and, having identified and evaluated such opportunities, to negotiate an acquisition or participation subject to acceptance by the Exchange. The Transaction is anticipated to be Odessa's Qualifying Transaction.

Prior to completing its initial public offering and listing on the Exchange, Odessa issued an aggregate of 5,000,000 Odessa Shares at a price of $0.05 per Odessa Share for gross proceeds of $250,000.

On August 3, 2023, Odessa completed its initial public offering of 15,000,000 Odessa Shares at a price of $0.10 per Odessa Share by way of a prospectus dated June 22, 2023, filed in the provinces of British Columbia, Alberta, Ontario and Québec, for gross proceeds of $1,500,000.

On March 15, 2024, Odessa entered into the LOI with Margaux and the Odessa Shares were halted on the Exchange pending further disclosure regarding the Transaction.

On July 22, 2024, Odessa, Newco and Margaux entered into the Arrangement Agreement. The LOI was superseded by the Arrangement Agreement. Pursuant to the Arrangement Agreement, Odessa will amalgamate with Newco, a wholly-owned subsidiary of Margaux.

DESCRIPTION OF THE TRANSACTION

For a description of the principal terms of the Transaction, please see the discussion under the heading "Description of the Transaction" further above.

PRIVATE PLACEMENT

For a description of the Private Placement, please see the discussion under the heading "Description of the Transaction – Private Placement" further above.

SELECTED FINANCIAL INFORMATION AND MD&A

Since Odessa is a CPC, other than its IPO, its business to date has consisted solely of identifying a suitable Qualifying Transaction. Since incorporation, Odessa has incurred costs in carrying out its IPO, in seeking, evaluating and negotiating a potential Qualifying Transaction, and in meeting the disclosure obligations imposed upon it as a reporting issuer. The following tables set out selected historical financial information for Odessa for the fiscal year ended December 31, 2023 and the nine month period ended September 30, 2024. This selected financial information has been derived from the Odessa Financial Statements, which are attached to this Circular as Appendix "B" and Appendix "D", and should be read in conjunction with those financial statements:

Income Statement Data	Year Ended December 31, 2023 (audited)	Nine Months Ended September 30, 2024 (unaudited)
Total revenues	$28,999	$50,882
Total expenses	$210,235	$152,742
Net income or (loss)	($181,236)	($101,860)

Income Statement Data	Year Ended December 31, 2023 (audited)	Nine Months Ended September 30, 2024 (unaudited)
Total assets	$1,497,545	$1,513,843
Total liabilities	$17,096	$135,254
Amounts deferred in connection with the Transaction	Nil	$120,840

As of December 31, 2023, Odessa had working capital in the amount of $1,480,449, has no outstanding capital commitments, and had not pledged any of its assets as security for loans, or otherwise, and was not subject to any debt covenants. Management of Odessa believes that Odessa has sufficient working capital to meet its anticipated financial obligations for 2024, and to pursue another Qualifying Transaction should the Transaction not be completed.

See Appendix "C" to this Circular for Odessa’s management’s discussion and analysis for the year ended December 31, 2023, and Appendix "E" to the Circular for Odessa’s management’s discussion and analysis for the nine month period ended September 30, 2024.

DESCRIPTION OF THE SECURITIES

Odessa is authorized to issue an unlimited number of Odessa Shares, and an unlimited number of preferred shares, issuable in series. As at the date hereof, the issued capital of Odessa consists of 20,000,000 Odessa Shares without par value, all of which have been duly issued and are outstanding as fully paid and non-assessable shares. No preferred shares are issued and outstanding.

The holders of Odessa Shares are entitled to dividends, if, as and when declared by the directors, to one vote per Odessa Share at meetings of the Odessa Shareholders, and upon dissolution, to share equally in such assets of Odessa as are distributable to the holders of Odessa Shares.

OPTIONS TO PURCHASE SECURITIES OF ODESSA

There are 1,400,000 Odessa Options and 1,500,000 Odessa Agent Options outstanding as of the date of this Circular.

For information about the stock option plan of Odessa see Appendix "J" for a full copy of the Odessa Option Plan.

For more information, please see the Final Prospectus of Odessa, dated December 6, 2021, available at www.sedarplus.ca.

PRIOR SALES

Odessa has issued the following Odessa Shares within the 12-month period before the date of this Circular:

Date	Number of Odessa Shares	Issue Price per Odessa Share	Aggregate Issue Price	Consideration Received
August 3, 2023	15,000,000	$0.10	$1,500,000	Cash

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MARKET PRICE AND TRADING VOLUME DATA

The Odessa Shares have been listed and posted for trading on the Exchange since August 8, 2023, under the trading symbol "ALFA.P". The following table sets forth certain trading information for the Odessa Shares on the Exchange for the period noted below.

Period	High ($)	Low ($)	Trading Volume
December 1 – December 30, 2024	n/a	n/a	n/a
November 2024^{(1)}	n/a	n/a	n/a
October 2024^{(1)}	n/a	n/a	n/a
September 2024^{(1)}	n/a	n/a	n/a
August 2024^{(1)}	n/a	n/a	n/a
July 2024^{(1)}	n/a	n/a	n/a
June 2024^{(1)}	n/a	n/a	n/a
May 2024^{(1)}	n/a	n/a	n/a
April 2024^{(1)}	n/a	n/a	n/a
March 2024^{(1)}	$0.10	$0.06	48,422
February 2024	$0.11	$0.06	12,318
January 2024	$0.13	$0.10	286,471
December 2023	$0.13	$0.10	421,238

Note:
(1) Trading in the Odessa Shares was halted on March 19, 2024 pending announcement of the Transaction, and it remains halted as at the date hereof.
(2) The Odessa Shares began trading on August 8, 2023.

NON-ARM'S LENGTH TRANSACTIONS

Non-Arm's Length Transaction

The Transaction is a Business Combination pursuant to MI 61-101. For more information, see the section headed "Description of the Transaction – Exchange and Securities Law Matters".

Odessa has not acquired or provided any assets or services in any transaction involving a director, officer or Promoter of Odessa, a securityholder disclosed in the Circular as a principal securityholder, either before or after giving effect to the Transaction, or any of their respective Associates or Affiliates, other than as set out in this section or otherwise disclosed in this Circular.

In 2023, Odessa paid professional fees in the amount of $5,000 to Sofinat Limitée, a private corporation controlled by Michel Lassonde, President, Chief Executive Officer and a director of Odessa. These fees were paid as reimbursement certain reasonable out-of-pocket expenses incurred in pursuing the business of Odessa. See Note 8 of the Audited Financial Statements of Odessa for the Year Ended December 31, 2023, attached hereto as Appendix "B".

For the nine-month period ended September 30, 2024, Odessa paid professional fees in the amount of $9,000 to Sofinat Limitée, a private corporation controlled by Michel Lassonde, President, Chief Executive Officer and a director of Odessa. These fees were paid as reimbursement certain reasonable out-of-pocket expenses incurred in pursuing the business of Odessa. See Note 8 of the Unaudited interim Financial Statements of Odessa for the nine months ended September 30, 2024, attached hereto as Appendix "D".

Non-Arm's Length Qualifying Transaction

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It is the collective view of Odessa and Margaux that the proposed Transaction does not constitute a Non-Arm's Length Qualifying Transaction under the policies of the Exchange.

LEGAL PROCEEDINGS

There are no legal proceedings material to Margaux to which Margaux is, or has been, a party or of which any of its property is, or has been, the subject matter. Additionally, to the knowledge of Margaux, there are no such proceedings contemplated.

EXECUTIVE COMPENSATION

The following table sets forth the information required under Form 51-102F6V, Statement of Executive Compensation – Venture Issuers ("Form 51-102F6V") regarding all compensation paid, payable, awarded, granted, given, or otherwise provided during the Corporation's most recently completed financial year (year ended December 31, 2023) to all persons acting as directors or as "Named Executive Officers" or "NEOs".

The following persons are Named Executive Officers of the Corporation under Form 51-102F6V:

(a) the Corporation's Chief Executive Officer ("CEO");
(b) the Corporation's Chief Financial Officer ("CFO");
(c) in respect of the Corporation and any subsidiaries, the most highly compensated executive officer other than the CEO and CFO at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and
(d) any additional individuals who would have been a NEO under (c) except that the individual was not an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year.

For the year ended December 31, 2023, the Corporation's only NEO was Michel Lassonde, the President and CEO.

Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total Compensation ($)
Michel Lassonde^{(1)}
President, Chief Executive Officer and Director	2023	Nil	Nil	Nil	Nil	$Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
André Verrier^{(1)}
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Pierre Colas^{(1)}	2023	Nil	Nil	Nil	Nil	Nil	Nil

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Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total Compensation ($)
Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
Richard Morrison^{(1)}	2023	Nil	Nil	Nil	Nil	Nil	Nil
Director	2022	Nil	Nil	Nil	Nil	Nil	Nil

Note:
(1) Michel Lassonde, André Verrier and Pierre Colas have served as directors of the Corporation since January 18, 2023. Richard Morrison has served as director of the Corporation since February 8, 2023. Michel Lassonde has served as officer of the Corporation since January 18, 2023.

Stock Options and Other Compensation Securities

No compensation securities were granted to directors and NEOs during the most recently completed financial year, not did any directors or NEOs exercise any compensation securities held by them during the most recently completed financial year.

Stock Option Plans and Other Incentive Plans

The Odessa Option Plan is the sole equity compensation plan adopted by the Corporation. See Appendix "J" for a full copy of the Odessa Option Plan.

Employment, Consulting and Management Agreements

Odessa does not currently have employment, consulting, or management agreements with its NEOs or directors.

Oversight and Description of Director and Named Executive Officer Compensation

The Board is responsible for the oversight of the Corporation’s strategy, policies and programs for the compensation and development of senior officers and directors. The Corporation does not currently have a formal executive compensation program in place. Named Executive Officers are eligible to receive Odessa Options pursuant to the Odessa Option Plan at the discretion of the Board. The Corporation does not pay its non-management board members an annual retainer fee.

Odessa is a CPC and in accordance with the policies of the Exchange, until Odessa completes a Qualifying Transaction, Odessa cannot provide any kind of compensation to its directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of Odessa Options to purchase Odessa Shares pursuant to the Odessa Option Plan.

Pension Plan Benefits

During the year ended December 31, 2023, Odessa did not provide a defined benefit plan or actuarial plan for its employees, officers or directors.

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Securities Authorized for Issuance Under Equity Compensation Plan Information

The following table sets forth information in respect of securities authorized for issuance under Odessa's compensation plans as at December 31, 2023.

Plan Category	Number of Common Shares to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	Nil	Nil	Nil
Equity compensation plans not approved by security holders	1,400,000(2)	$0.10	600,000
Total	1,400,000	$0.10	600,000

Note:
(1) The maximum number of Odessa Shares issuable upon the exercise of Odessa Options granted under the Odessa Option Plan is 10% of the Odessa Shares issued and outstanding from time to time. Based on 20,000,000 Odessa Shares issued and outstanding as of September 30, 2023, Odessa would have been able issue a maximum of 2,000,000 Odessa Options pursuant to the Odessa Option Plan.
(2) 300,000 Odessa Options previously held by Martin Grimard and 300,000 Odessa Options previously held by Francois Beaudry have expired as of the date hereof in connection with the resignations of Mr. Grimard and Mr. Beaudry directors and officers of Odessa in February 2024.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Circular, Odessa is not aware of any material interest, direct or indirect, of any "informed person" of Odessa, any proposed director of Odessa or any associate or affiliate of any of the foregoing in any transaction since the commencement of Odessa's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect Odessa or any of its subsidiaries. The nominees for election as directors at the Meeting are directors and/or officers and shareholders of Odessa. Certain directors and/or officers of Odessa are also directors, officers and/or securityholders of Margaux. See the section headed "Description of the Transaction - Exchange and Securities Law Matters".

For the purposes of the above, "informed person" means: (a) a director or executive officer of Odessa; (b) a director or executive officer of a company that is itself an informed person or subsidiary of Odessa; (c) any person or company who beneficially owns, directly or indirectly, voting securities of Odessa or who exercises control or direction over voting securities of Odessa or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of Odessa other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) Odessa after having purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

MANAGEMENT CONTRACTS

Since the start of Odessa's most recently completed financial year, no management functions of the Corporation were, to any substantial degree, performed by a person or company other than the directors or executive officers of the Corporation.

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CORPORATE GOVERNANCE

General

The Board views effective corporate governance as an essential element for the effective and efficient operation of the Corporation. The Corporation believes that effective corporate governance improves corporate performance and benefits all of its Shareholders. The following statement of corporate governance practices sets out the Board's review of the Corporation's governance practices relative to National Instrument 58-101 - Disclosure of Corporate Governance Practices and National Policy 58-201 - Corporate Governance Guidelines.

Board of Directors

The Odessa Board is currently comprised of four (4) directors, two (2) of whom are "independent" within the meaning of section 1.4 of National Instrument 52-110 - Audit Committees ("NI 52-110"). Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation. A "material relationship" is a relationship which could, in the view of the Corporation's board of directors, be reasonably expected to interfere with the exercise of the directors' independent judgment. In addition, certain individuals, by definition, are deemed to have a "material relationship" with the Corporation and therefore are deemed not to be independent.

Pierre Colas and Richard Morrison are considered independent of the Corporation. Michel Lassonde is not considered independent as he is the President and CEO of the Corporation, and André Verrier is not considered independent as he is the chief financial officer of the Corporation.

As two (2) of the members of the Board are independent, the Board believes it can function independently of management. The Board facilitates its exercise of independent supervision over the Corporation's management through frequent discussions with management and regular meetings of the Board.

Directorships

The following director(s) of the Corporation are currently directors of other reporting issuers (or the equivalent in a foreign jurisdiction):

Director	Name of Other Reporting Issuer
Pierre Colas	Brunswick Exploration Inc.

Orientation and Continuing Education

The Board has an informal program for the orientation and education of new recruits to the Board. The Corporation ensures that all new directors meet with management and incumbent directors and are provided with written materials that provide background as to the Corporation's business and outline the securities law obligations and restrictions on members of the Board and the Corporation. The Board believes that these procedures will prove to be a practical and effective approach in light of the Corporation's particular circumstances, including the size of the Corporation, limited changes to members of the Board and the experience and expertise of the members of the Board.

Ethical Business Conduct

Certain of the Corporation's directors serve as directors or officers of other reporting issuers or have significant shareholdings in other companies. To the extent that such other companies may participate in

business ventures in which the Corporation may participate, the directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Board, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms and such director will not participate in negotiating and concluding terms of any proposed transaction. In addition, any director or officer who may have an interest in a transaction or agreement with the Corporation is required to disclose such interest and abstain from discussions and voting in respect to same if the interest is material or if required to do so by corporate or securities law.

Nomination of Directors

The Board has not appointed a nominating committee and does not have a formal process for identifying new candidates for Board nomination. When required, the Board will identify potential candidates for Board membership and make recommendations for nomination based on an individual's character, integrity, judgment and record of achievement and any other qualifications which would add to the Board's decision making process and enhance the overall management of the Corporation's business.

Compensation

Remuneration of the directors and CEO of the Corporation is determined by the Board. The Board also administers the Odessa Option Plan, including any Odessa Option grants to the directors and officers. At this stage in the Corporation's development, the Corporation has not adopted a formal compensation plan and does not have a compensation committee.

Other Board Committees

As at the date of this Circular, the Board has no standing committees other than the Odessa Audit Committee.

Assessments

The Board monitors the adequacy of information given to directors, the communications between the Board and management and the strategic direction and processes of the Board and the Odessa Audit Committee to satisfy itself that the Board, the Odessa Audit Committee and its individual directors are performing effectively.

AUDIT COMMITTEE

Audit Committee's Charter

The Odessa Audit Committee has a written charter, a copy of which is included in Appendix "L", which discloses its responsibilities, powers and operations.

Composition of the Audit Committee

The members of the audit committee are Michel Lassonde, Richard Morrison and Pierre Colas. Messrs. Colas and Morrison are independent, and all members of the audit committee are considered financially literate within the meaning of NI 52-110. The members of the audit committee encourage independent dialogue through routine meetings and adherence to the audit committee charter, which each work to enforce independently and as a group.

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Relevant Education and Experience

NI 52-110 provides that an individual is "financially literate" if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements.

All current members of the Odessa Audit Committee have received relevant education in financial literacy and have been involved in enterprises which publicly report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements).

Further, each member has the requisite education and experience that has provided the member with:

(a) an understanding of the accounting principles used by the Corporation to prepare the Corporation's financial statements;

(b) the ability to assess the general application of the above-noted principles in connection with estimates, accruals and reserves;

(c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation's financial statements, or experience actively supervising individuals engaged in such activities; and

(d) an understanding of internal controls and procedures for financial reporting.

The following is a summary of the education and experience of each audit committee member relevant to their responsibilities on the Odessa Audit Committee:

Michel Lassonde

Mr. Lassonde is the current President, Chief Executive Officer and Director of the Corporation. Prior thereto, from 1991 – 2008, Mr. Lassonde was a judge of the Court of Quebec. Mr. Lassonde was also previously the founder and President of Canadian Net REIT (Fronsac REIT), an Exchange-listed real estate investment trust, from 2011 – 2015 and the Chairman from 2014 – 2020.

Richard Morrison

Mr. Morrison is the Managing Director and President of IRR Conseil, an advisory firm in Quebec. Previously, Mr. Morrison was the Associate Director at Roynat Inc., a division of Scotia Bank. Additionally, Mr. Morrison was also the Managing Director and President of IRR Capital Inc., an exempt market dealer, from 2008 to 2020 and was also Managing Director and President of IRR Conseil Inc. from 2011 to 2020.

Pierre Colas

Mr. Colas is the President of Gestion Pierre Colas Inc., a company that owns shares of Gestion Colas Inc., that has a portfolio of residential apartment buildings in Montreal. Since December 2022, Mr. Colas has acted as trustee of Margaux REIT, which owns self-storage facilities in Quebec. In January 2015, Mr. Colas

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joined the board of Brunswick Exploration Inc., a Canadian company, where he also serves as chair of the audit committee. Mr. Colas was the Vice President Investment Banking of Industrial Alliance Securities Inc. from 2010 to 2014 and Desjardins Securities Inc. from 2005 to 2010. Mr. Colas is retired from the securities industry, but has served on the board of various public companies in Canada and has occupied other senior roles over his 25 year career.

Mr. Colas holds a diploma from College Jean de Brebeuf in Montreal and a Bachelor of Commerce degree from Concordia University.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial period was a recommendation of the Odessa Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial period has the Corporation relied upon the exemptions in section 2.4 of NI 52-110 (De Minimis Non-audit Services), subsection 6.1.1(4) of NI 52-110 (Circumstance Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) of NI 52-110 (Events Outside Control of Member), subsection 6.1.1(6) of NI 52-110 (Death, Incapacity or Resignation) or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemption) of NI 52-110.

Pre-Approval Policies and Procedures

Except as otherwise set forth in the audit committee charter of the Odessa Audit Committee, the Odessa Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Services Fees

The aggregate fees billed by the Corporation’s external auditor in the last fiscal year are approximately as set forth below.

Nature of Services	Year ended December 31, 2023
Audit Fees^{(1)}	$9,700
Audit-Related Fees^{(2)}	nil
Tax Fees^{(3)}	nil
All Other Fees^{(4)(5)}	nil

Notes:

(1) "Audit Fees" include the aggregate professional fees billed by the external auditors for the audit of the annual financial statements and other annual regulatory audits and filings.

(2) "Audit-Related Fees" include the aggregate fees billed by the external auditors for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and are not disclosed in the "Audit Fees" column.

(3) "Tax Fees" include the aggregate fees billed for professional services rendered by the external auditors for tax compliance, tax advice, tax planning and advisory services, including, namely, the preparation of tax returns.

(4) "All Other Fees" include the aggregate fees billed for products and services provided by the external auditors other than those listed in the other three columns, including assurance procedures in connection with prospectuses and information circulars.

(5) "All Other Fees" include other non-audit services.

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Exemptions

The Corporation is relying on the exemption set out in section 6.1 of NI 52-110 applicable to venture issuers.

AUDITOR, TRANSFER AGENT AND REGISTRAR

Auditor

The auditor for Odessa is MNP LLP, Chartered Accountants, 1155, boul. René-Lévesque O., 23e étage, Montréal, QC, H3B 2K2.

Transfer Agent and Registrar

The transfer agent and registrar for the Odessa Shares is Computershare Trust Company of Canada, 324-8th Avenue SW, Suite 800, Calgary, AB T2P 2Z2.

MATERIAL CONTRACTS

Odessa has not entered into any material contracts, other than contracts entered into in the ordinary course of business, except:

(a) the CPC Escrow Agreement;

(b) the transfer agent and registrar agreement (the "Transfer Agency Agreement") dated as of March 31, 2023 between Odessa and Computershare Trust Company of Canada;

(c) the agency agreement (the "Agency Agreement") dated June 22, 2023 between Odessa and iA Private Wealth Inc. ("iA"); and,

(d) the Arrangement Agreement.

Copies of the contracts may be inspected, without charge, during business hours at Suite 800, 333 7th Avenue SW, Calgary, Alberta, T2P 2Z1 until the date of closing of the Transaction and for a period of thirty (30) days thereafter.

Transfer Agency Agreement

The Transfer Agency Agreement appoints Computershare Trust Company of Canada as the transfer agent and registrar of Odessa and sets out the terms whereby Computershare Trust Company of Canada provides transfer agent and registrar services to Odessa.

Agency Agreement

The Agency Agreement appoints iA as the Agent in connection with the Odessa Shares offered under its prospectus (the "Prospectus") dated June 22, 2023 and sets out the terms whereby iA provides agent services to Odessa. In consideration of the services performed by iA under the Agency Agreement, Odessa paid iA a cash commission of 10% of the gross proceeds of the offering of Odessa Shares under the Prospectus, as well as issued to iA share purchase warrants of Odessa entitling iA to purchase such number of Odessa Shares as is equal to 10% of the number of Odessa shares sold under the offering of Odessa Shares under the Prospectus).

Copies of these agreements are available for inspection, without charge, at the offices of DS Lawyers Canada LLP, legal counsel to Odessa, at Suite 800, 333 – 7th Avenue SW, Calgary, Alberta, T2P 2Z1, at any time during ordinary business hours and until 30 days after the completion of the Transaction. Copies of these agreements are also available on Odessa’s SEDAR+ profile at www.sedarplus.ca.

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INFORMATION CONCERNING MARGAUX

The following information has been provided by Margaux and is presented on a pre-Transaction basis.

CORPORATE STRUCTURE

Background Establishment and Objectives

Margaux is an unincorporated open-ended real estate investment trust established on October 29, 2021 pursuant to the Contract of Trust under the laws of the Province of Québec. Margaux is a "mutual fund trust" as defined in the Tax Act, but is not a "mutual fund" within the meaning of applicable Canadian securities legislation.

The head and registered office of Margaux is located at 180 ch. des Patriotes Sud, Mont Saint-Hilaire, Québec, J3H 5J3.

Intercorporate Relationships

Margaux has one subsidiary, 9451-8305 Québec Inc., the general partner of the trust, which was incorporated under the provisions of the Business Corporations Act (Québec). In addition, Margaux has the following limited partners, each of which was constituted under the Civil Code of Québec: SEC Libre Entreposage Drummond, SEC Libre Entreposage Cowansville, and SEC Alpha Roxton Pond.

9451-8305 Québec Inc. is a wholly-owned subsidiary of Margaux. Margaux holds 99% of the voting securities of each of SEC Libre Entreposage Drummond, SEC Libre Entreposage Cowansville, and SEC Alpha Roxton Pond, with the remaining 1% of the voting securities held by 9451-8305 Québec Inc.

GENERAL DEVELOPMENT OF THE MARGAUX BUSINESS

Margaux is a self-administered and self-managed real estate trust that acquires, owns and operates self-storage properties. Currently, Margaux owns and operates Property ARP, Property Cowansville and Property SSD through three separate wholly-owned limited partnerships.

Margaux operates in regional markets in the Province of Québec, namely Cowansville, Drummondville and Roxton Pond. There is limited competition for self-storage operators in these markets and generally, as it can be difficult to find land zoned for the purposes of building self-storage facilities. Margaux's employees are all employed on a part-time basis.

NARRATIVE DESCRIPTION OF THE BUSINESS

Margaux operates within the self-storage industry and offers month-to-month rental of various storage space for personal or business use. The majority of business users are in the construction industry, with tenants including plumbers, electricians, carpenters and roofers. Margaux sites have an on-site manager that is in charge of supervision of tenants moving their items in and out of the storage units and who is available to provide assistance as required.

The self-storage industry has some seasonal fluctuations, with business slowing down somewhat in the colder months of December and January and ramping up in the summer, with the expiry of leases bringing in some additional business and tenants.

Margaux complies with all applicable environmental laws and regulations and obtained Phase 1 environmental reports prior to the acquisition of each of the Properties. Tenants are prohibited from storing any substances that could create an environmental issue.

Margaux faces competition in the three local markets in which it operates, but competition is less significant than in the big urban markets. The occupancy rate remains high throughout Margaux's self-storage facilities, and most of the new storage units from the recent expansion at Property ARP have already been rented. Margaux is also expanding Property SSD pursuant to a market survey conducted by a professional firm which revealed that the local market was under served.

Margaux purchased Property SSD in December 2021. Property SSD is comprised of approximately 100,000 square feet of land on which are built 48 self-storage units. Margaux has recently obtained a permit to build two additional buildings, each totalling approximately 7,000 square feet, which will permit Margaux to add an additional 200 self-storage units. Construction on these additional buildings is expected to begin in the coming months.

Margaux purchased Property Cowansville in September 2022. Property Cowansville is comprised of approximately 500,000 square feet of land on which are located two buildings housing 90 self-storage units. Property Cowansville also includes a parking space which can accommodate up to 70 RVs as well as an additional parking lot which is leased to a nearby hospital on a long-term basis.

Margaux purchased Property ARP in March 2023. Property ARP is comprised of approximately 100,000 square feet of land which is divided into two lots and on which there are presently five buildings housing 181 self-storage units.

Margaux intends to continue its growth through further property acquisitions as well as expanding its existing Properties by adding additional self-storage units wherever it is feasible and economical. Margaux intends to act as a consolidator in a market that is highly fragmented and where many operations are run by family businesses.

Margaux's intended acquisition targets will be in the $3-10 million range, as Margaux believes that there is limited competition for self-storage facilities in this segment, as the larger operators are not generally interested in the smaller facilities. Margaux also intends to continue to expand its existing Properties, both through its current and intended construction on Property ARP and Property SSD, respectively.

SIGNIFICANT ACQUISITIONS

Margaux has not completed any significant acquisitions.

SELECTED FINANCIAL INFORMATION

A summary of selected financial information of Margaux for the years ended December 31, 2023 and 2022, and for the unaudited interim period ended September 30, 2024, is set out below and should be read in conjunction with the Margaux Audited Financial Statements and the Margaux Interim Financial Statements attached hereto as Appendix "F" and "H", respectively:

	Nine-month period ended September 30, 2024	Financial year ended December 31, 2023 ($)	Financial year ended December 31, 2022 ($)
Storage Facility Services	$390,851	$414,766	$122,175

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	Nine-month period ended September 30, 2024	Financial year ended December 31, 2023 ($)	Financial year ended December 31, 2022 ($)
Operating Costs	$135,396	$144,932	$47,533
Total expenses	$80,984	$654,842	$444,913
Net income (loss) and comprehensive income (loss)	$174,471	($162,739)	($419,720)
Total assets	$7,358,626	$7,296,698	$5,003,175
Total liabilities	$3,133,284	$3,245,827	$1,096,465
Total equity	$4,225,342	$4,050,871	$3,906,710

MANAGEMENT'S DISCUSSION AND ANALYSIS

The MD&A for Margaux for the financial years ended December 31, 2023 and 2022 is attached to this Circular as Appendix "G", and the MD&A for Margaux for the nine month period ended September 30, 2024 is attached to this Circular as Appendix "I". The MD&A for Margaux is a review of how Margaux performed during the periods covered by the Margaux Audited Financial Statements and the Margaux Interim Financial Statements, and of Margaux's financial condition and future prospects. The MD&A complements and supplements the Margaux Audited Financial Statements and the Margaux Interim Financial Statements and should be read in conjunction with the Margaux Audited Financial Statements and the Margaux Interim Financial Statements.

DESCRIPTION OF SECURITIES

Margaux Units

The beneficial interest in Margaux is constituted in a single class of units (the "Margaux Units"). Each Margaux Unit represents an undivided interest in Margaux. Margaux is authorized to issue an unlimited number of Margaux Units. All Margaux Units outstanding from time to time shall participate equally in any distributions by Margaux and, in the event of termination of Margaux, in the net assets of Margaux remaining after the satisfaction of all liabilities and no Margaux Unit shall have any preference or priority over any other. There are no pre-emptive rights attached to the Margaux Units. No person is entitled, as a matter of right, to subscribe for or purchase any Margaux Units. The Unitholders have no right of ownership in the moneys, properties and other assets held by Margaux, other than the rights specifically set forth in the Contract of Trust and they have no right to compel any partition, division, dividend or distribution of the moneys, properties and other assets held by Margaux, except as specifically provided therein. No Unitholder is entitled to interfere with or give any direction to the trustees with respect to the affairs of Margaux or in connection with the exercise of any powers or authorities conferred upon the trustees under the Contract of Trust, except as specifically provided therein. Each Margaux Unitholder is entitled to require Margaux to redeem at any time or from time to time at the demand of the Margaux Unitholder all or any part of the Margaux Units registered in the name of the Margaux Unitholder at the prices determined and payable in accordance with the conditions provided in the Contract of Trust. Margaux is entitled to purchase for cancellation at any time the whole or from time to time any part of the outstanding Margaux Units, at a price per Margaux Unit, and on a basis determined by the trustees, the whole in compliance with all applicable securities regulatory laws, regulations and policies and the rules and policies of any applicable stock exchange. Each Margaux Unit entitles the Margaux Unitholder to one vote at all meetings of the Margaux Unitholders.

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Convertible Debentures

Following the completion of the Private Placement, assuming the completion of the Minimum Private Placement, it is anticipated that that Margaux will have $520,000 in principal amount of convertible debentures of Margaux ("Convertible Debentures") outstanding. Assuming completion of the Maximum Private Placement, it is anticipated that that Margaux will have $1,560,000 in principal amount of Convertible Debentures outstanding.

CONSOLIDATED CAPITALIZATION

The following table outlines the capitalization of Margaux as at September 30, 2024 and as at the date of this Circular. The table should be read in conjunction with the Margaux Audited Financial Statements.

Designation of Security	Amount Authorized	September 30, 2024 (unaudited)	Outstanding as of date of Circular prior to giving effect to the Transaction (unaudited)
Margaux Units	Unlimited	4,195,059	4,195,059
		$4,314,000	$4,314,000
Margaux Options	-	700,000	700,000

As of the date of this Circular, Margaux has 700,000 Margaux Options to acquire Margaux Units outstanding, with a weighted average exercise price of $1.08.

PRIOR SALES

During the 12-month period before the date of this Circular, Margaux has issued or sold the following securities:

Date of Issue	Type of Security	Price per Margaux Security/Exercise Price/Conversion Price	Number/Amount of Securities
April 11, 2024	Margaux Options	$1.25	100,000

In connection with the Transaction, Margaux intends to complete the Private Placement prior to the Effective Date. Pursuant to the Private Placement, Margaux anticipates selling PP Units at a price of $1,000 per PP Unit for gross proceeds of a minimum of $1,000,000 and a maximum of $3,000,000. Each PP Unit shall consist of $520 in principal amount of a Convertible Debenture and 400 Margaux Units at a price per Margaux Unit of $1.20, or as Odessa and Margaux may otherwise agree, acting reasonably. For a detailed description of the Private Placement, please see the discussion under the heading "Description of the Transaction - Private Placement".

STOCK EXCHANGE PRICE

The Margaux Units are not listed for trading on any stock exchange or market.

EXECUTIVE COMPENSATION

For the financial year ended December 31, 2023, the Named Executive Officers of Margaux were Michel Lassonde, the President of Margaux, and André Verrier, the Chief Financial Officer of Margaux.

Summary Compensation Table

The following table sets forth the compensation paid to Margaux's Named Executive Officers and trustees for the Corporation's financial years ended December 31, 2023 and 2022:

Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total Compensation ($)
Michel Lassonde^{(1)}
President and Trustee	2023	nil	nil	nil	nil	$15,000^{(4)}	nil
	2022	nil	nil	nil	nil	nil	nil
André Verrier^{(2)}
Chief Financial Officer and Trustee	2023	nil	nil	nil	nil	nil	nil
	2022	nil	nil	nil	nil	nil	nil
Pierre Colas^{(3)}
Trustee	2023	nil	nil	nil	nil	nil	nil
	2022	nil	nil	nil	nil	nil	nil

Notes:

(1) Mr. Lassonde was appointed as a trustee of Margaux on October 29, 2021, and held such role for 12 months during each of the financial years ended December 31, 2022, and December 31, 2023.

(2) Mr. Verrier was appointed as a trustee of Margaux on October 29, 2021, and held such role for 12 months during each of the financial years ended December 31, 2022, and December 31, 2023.

(3) Mr. Colas was appointed as a trustee of Margaux on December 22, 2022, and held such role for less than a month during the financial year ended December 31, 2022, and for 12 months during the financial year ended December 31, 2023.

(4) Paid to Sofinat Limitée, a private company controlled by Mr. Lassonde, as a finder’s fee in connection with the purchase by Margaux of Property ARP.

Stock Options and other Compensation Securities

The following table sets forth information with respect to all compensation securities granted or issued to Margaux's Named Executive Officers and trustees by the Corporation in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Corporation:

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Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Michel Lassonde^{(1)(2)}
Trustee	Margaux Options	400,000^{(1)(2)}	December 22, 2021	$1.00	-	-	December 22, 2031
André Verrier^{(3)}
Trustee	Margaux Options	nil	-	-	-	-	-
Pierre Colas^{(4)}
Trustee	Margaux Options	nil	-	-	-	-	-

Notes:
(1) As at December 31, 2023, Mr. Lassonde owned an aggregate of 400,000 Margaux Options, each exercisable into one Margaux Unit.
(2) The 400,000 Margaux Options owned by Mr. Lassonde vested entirely upon the date of issue.

No compensation securities were exercised by Margaux's Named Executive Officers or directors during the most recently completed financial year.

Stock Option Plan

Margaux does not currently have a unit option plan. Margaux will adopt the Margaux Option Plan, in a form acceptable to Odessa, prior to the Effective Date which is expected to be substantially similar to the Odessa Option Plan. See the section headed "Description of the Transaction – Arrangement Agreement – Conditions to Obligations of Odessa".

Employment, Consulting and Management Agreements

There were no agreements or arrangements in place under which compensation was provided during the financial year ended December 31, 2023 or is payable in respect of services provided to Margaux or any of its subsidiaries that were: (a) performed by a director or NEO, or (b) performed by any other party but are services typically provided by a director or a NEO.

Oversight and Description of Director and Named Executive Officer Compensation

The Margaux Board has not appointed a compensation committee and the responsibilities relating to executive and trustee compensation, including reviewing and recommending trustee compensation, overseeing Margaux's base compensation structure and equity-based compensation program, recommending compensation of Margaux's executive officers and employees, and evaluating the performance of officers generally and in light of annual goals and objectives, is performed by the Margaux Board as a whole. The Margaux Board also assumes responsibility for reviewing and monitoring the long-range compensation strategy for Margaux's senior management.

Compensation of Trustees

The Margaux Board reviews on an annual basis the adequacy and form of compensation of trustees to ensure that the compensation of the Margaux Board reflects the responsibilities, time commitment and risks involved in being an effective trustee. The Margaux Board currently does not compensate trustees with any cash retainers for being a member of the Margaux Board or a member of a committee of the Margaux

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Board (of which there is only currently one committee, being the Margaux Audit Committee. This decision applies to all trustees, including independent trustees who are not officers or employees of Margaux. This decision will be reviewed in the future, and consideration will be made to the practices in this regard of other similar issuers. For greater certainty, trustees of Margaux who are officers or employees of Margaux do not receive fees in their capacities as trustees; however, all trustees are reimbursed for out-of-pocket expenses and travel expenses related to attendance at trustees' meetings, and all trustees are eligible to participate in the Margaux Option Plan.

Compensation of Executive Officers

Margaux’s executive compensation is intended to be consistent with Margaux’s business plans, strategies and goals while taking into account various factors and criteria, including competitive factors, Margaux’s performance and comparative compensation of executive officers of companies of similar size and stage of development. Margaux’s executive compensation is intended to provide an appropriate overall compensation package that permits the Corporation to attract and retain highly qualified and experienced senior executives and to encourage superior performance by Margaux. Margaux’s compensation policies are intended to motivate individuals to achieve and to award compensation based on corporate and individual results. Compensation for the Named Executive Officers is intended to reflect a fair evaluation of overall performance.

Margaux is aware that compensation practices can have unintended risk consequences. At the present time, the Margaux Board is satisfied that the current executive compensation program does not encourage the executives to expose the business to inappropriate risk.

Base Salaries

The Margaux Board would consider the foregoing compensation philosophy, as well as the financial performance of Margaux as a whole, in any review of base salaries. The salary and fees review for the NEO is based on an assessment of factors such as current market conditions and particular skills, including leadership ability and management effectiveness, experience, responsibility and proven or expected performance, and comparative compensation of executive officers of companies of similar size and stage of development.

Short-Term Incentive Compensation - Bonuses

In addition to base salary, Margaux may award executives with short term incentive awards in the form of an annual bonus. Annual bonuses are intended to provide short-term incentives to executives and to reward them for their yearly individual contribution and performance of personal objectives in the context of overall annual corporate performance. Typically, the amount is not pre-established and is at the discretion of the Margaux Board. While there is no target amount for annual bonus, other than as may be set out in an executive's employment agreement, the Margaux Board reviews similar factors as those discussed above in relation to base salary or consulting and management fees. No short-term incentive awards were paid to any executives of Margaux for the financial years ended December 31, 2022 and 2023.

Long-Term Incentive Compensation - Margaux Options

Margaux will, prior to the Effective Date and in a form acceptable to Odessa, adopt the Margaux Option Plan to assist Margaux in attracting, retaining and motivating directors, officers, employees, consultants and contractors of Margaux and to closely align the personal interests of such service providers with the interests of Margaux and its shareholders. The size of the option awards is intended to be in proportion to the deemed ability of the individual to make an impact on Margaux’s success. Given the stage of

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development of Margaux, compensation of the executive officers, including Named Executive Officers, is initially expected to emphasize meaningful stock option awards to attract and retain qualified service providers and to a certain extent, to conserve cash. This policy may be re-evaluated in the future and may instead emphasize increased consulting and management fees or salaries and cash bonuses with a reduced reliance on option awards, depending upon the future development of Margaux and other factors which may be considered relevant by the Margaux Board from time to time.

Pension Plan Benefits

Margaux does not have any pension plans that provide for payments or benefits to the NEOs or trustees at, following, or in connection with retirement, including any defined benefits plan or any defined contribution plan. Margaux does not have a deferred compensation plan with respect to any NEO or trustee.

LEGAL PROCEEDINGS

There are no legal proceedings material to Margaux or to which Margaux or a subsidiary of Margaux is a party or of which any of their respective property is the subject matter. Additionally, to the knowledge of Margaux, there are no such proceedings contemplated.

NON-ARM'S LENGTH TRANSACTIONS

Since the date of incorporation of Margaux, other than as described herein, Margaux has not acquired any assets or services from (i) any trustee, officer or promoter of Margaux; (ii) any party disclosed in this Circular as a principal securityholder, either before or after giving effect to the Transaction; or (iii) an Associate or Affiliate of any of the persons or companies referred to in section (i) or (ii), other than as set out in this section or otherwise disclosed in this Circular.

Sofinat Limitée, a private company controlled by Mr. Lassonde, the President and a trustee of Margaux, was paid a finder's fee of $15,000 in connection with the purchase by Margaux of Property ARP. See Note 19 of the Audited Financial Statements of Margaux for the Year Ended December 31, 2023, attached hereto as Appendix "F".

For the nine-month period ended September 30, 2024, Margaux paid management fees in the amount of $12,000 to Sofinat Limitée, a private corporation controlled by Michel Lassonde, the President and a trustee of Margaux. See Note 19 of the Unaudited Interim Financial Statements of Margaux for the nine months ended September 30, 2024, attached hereto as Appendix "H".

On December 22, 2021, SEC Libre Entreposage Drummond, a limited partnership of Margaux, and Entreposage Centre du Québec Inc. entered into the Property SSD Acquisition Agreement. The terms of the Property SSD Acquisition Agreement were negotiated and agreed to at arm's length between André Verrier and Michel Lassonde in August and September of 2021, prior to Mr. Verrier's appointment as a trust of Margaux on October 29, 2021. André Verrier signed the Property SSD Acquisition Agreement as representative of Entreposage Centre du Québec Inc. At the time Mr. Verrier signed the Property SSD Acquisition Agreement on behalf of Entreposage Centre du Québec Inc. on December 22, 2021, he was also a trustee of Margaux. For more information concerning the Property SSD Acquisition Agreement, see the section headed "Information Concerning Margaux – Material Contracts – Property SSD Acquisition Agreement".

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MATERIAL CONTRACTS

Margaux has not entered into any material contracts, other than contracts entered into in the ordinary course of business, except:

(a) the Property ARP Acquisition Agreement;
(b) the Property Cowansville Acquisition Agreement;
(c) the Property SSD Acquisition Agreement; and,
(d) the Arrangement Agreement.

Copies of the contracts may be inspected, without charge, during business hours at 180 ch. des Patriotes Sud, Mont Saint-Hilaire, Québec, J3H 5J3 until the date of closing of the Transaction and for a period of thirty (30) days thereafter.

Property ARP Acquisition Agreement

SEC Alpha Roxton Pond, a limited partnership of Margaux, and Phénix Avantage Inc. entered into the Property ARP Acquisition Agreement on March 17, 2023. Pursuant to the terms of the Property ARP Acquisition Agreement, SEC Alpha Roxton Pond purchased Property ARP from Phénix Avantage Inc. for consideration of $3,000,000, paid as follows: (i) $2,400,000 paid in cash; (ii) $300,000 payable through a balance of sale maturing on February 28, 2026, and bearing interest at a rate of 5% annually; and (iii) $300,000 paid through the issuance of 260,870 Margaux Units to Phénix Avantage Inc. The Property ARP Acquisition Agreement also includes a price adjustment clause providing for an adjustment of the acquisition price, payable by February 28, 2028, which is based on the profitability of Property ARP. The maximum possible increase to the acquisition price pursuant to the adjustment clause is $200,000, which is the amount that Margaux estimates to pay in 5 years. The present value of this future payment has been established at $110,000, putting the total acquisition price for Property ARP at $3,110,000. For more information, see Note 5 of the Audited Financial Statements of Margaux for the Years Ended December 31, 2023 and 2022, attached hereto as Appendix "F".

Property Cowansville Acquisition Agreement

SEC Libre Entreposage Cowansville, a limited partnership of Margaux, and 9160-2060 Québec Inc. entered into the Property Cowansville Acquisition Agreement on August 23, 2022. Pursuant to the terms of the Property Cowansville Acquisition Agreement, SEC Libre Entreposage Cowansville purchased Property Cowansville from 9160-2060 Québec Inc. for consideration of $1,975,000, paid as follows: (i) $1,775,000 paid in cash; and (ii) $200,000 payable through a balance of sale bearing interest at a rate of 5% annually.

Property SSD Acquisition Agreement

SEC Libre Entreposage Drummond, a limited partnership of Margaux, and Entreposage Centre du Québec Inc. entered into the Property SSD Acquisition Agreement on December 22, 2021. Pursuant to the terms of the Property SSD Acquisition Agreement, SEC Libre Entreposage Drummond purchased Property SSD from Entreposage Centre du Québec Inc. for consideration of $1,000,000, paid as follows: (i) $200,000 paid in cash; (ii) $400,000 payable through a balance of sale secured by a mortgage; and (iii) $400,000 paid through the issuance of 400,000 Margaux Units to Entreposage Centre du Québec Inc.

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INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented on a post-Transaction basis and is reflective of the projected business, financial and unit capital position of the Resulting Issuer. This section only includes information respecting the Resulting Issuer that is materially different from information provided earlier in this Circular. Following the completion of the Transaction, the Resulting Issuer will carry on the business of Margaux. Please see the discussion under the various headings in the sections entitled "Information Concerning Odessa" and "Information Concerning Margaux" for additional information regarding Odessa and Margaux, respectively. See also the unaudited pro forma statement of financial position of the Resulting Issuer attached hereto as Appendix "M".

CORPORATE STRUCTURE

Name and Incorporation

The corporate name of the Resulting Issuer is expected to be "Margaux real estate investment trust" or such similar name as is acceptable to the Board, Margaux and applicable regulatory authorities. The Resulting Issuer will be a trust established under the laws of the Province of Québec. The Resulting Issuer's head and registered office address will be 180 ch. des Patriotes Sud, Mont Saint-Hilaire, Québec, J3H 5J3.

Intercorporate Relationships

After giving effect to the Transaction, the Resulting Issuer will have two direct and wholly-owned subsidiaries; (i) Amalco, which will exist under the laws of the Canada, and (ii) 9451-8305 Québec Inc., the general partner of the trust, which was incorporated under the provisions of the Business Corporations Act (Québec). The Resulting Issuer will own 100% of the issued and outstanding voting securities of both Amalco and 9451-8305 Québec Inc.). In addition, the Resulting Issuer will have the following limited partners, each of which was constituted under the Civil Code of Québec: SEC Libre Entreposage Drummond, SEC Libre Entreposage Cowansville, and SEC Alpha Roxton Pond.

NARRATIVE DESCRIPTION OF THE BUSINESS

Following completion of the Transaction, the business of the Resulting Issuer will be the business of Margaux. For a description of the business of Margaux, refer to the discussion under the headings in the sections entitled "Information Concerning Margaux – General Development of the Business" and "Information Concerning Margaux – Narrative Description of the Business".

Business Objectives and Milestones

The business objectives that the Resulting Issuer expects to accomplish using the available funds described below under the heading "Available Funds and Principal Purposes", and the milestones that must occur for each such business objective to be accomplished, include the following:

Business Objective	Milestones	Estimated Costs related to Business Objective	Time Period
Grow the business internally by building additional facilities on properties already owned by Margaux	Completion of the construction of the two additional 7,000 square foot facilities on Property SSD	$1,800,000^{(1)}	May 2025
Grow the business externally by making further property acquisitions	Acquisition of two (2) self-storage properties	Between $10,000,000 - $12,000,000^{(2)}	May 2026
Total:		$11,800,000- $13,800,000

Note:
(1) The Resulting Issuer anticipates that it will allocate $200,000 in available funds towards this objective, with the balance of the estimated costs to be provided through the issuance of debt instruments which may include debentures, mortgages, conventional loans or other products or facilities that may be available to the Resulting Issuer from time to time. See the section headed “Information Concerning the Resulting Issuer - Available Funds and Principal Purposes”.
(2) In order to finance the future acquisition of additional self-storage properties, the Resulting Issuer anticipates that it may raise funds through the issuance of Resulting Issuer Units, or securities convertible into Resulting Issuer Units, or through the issuance of a variety of debt instruments including debentures, mortgages, conventional loans or other products or facilities that may be available to the Resulting Issuer from time to time.

DESCRIPTION OF SECURITIES

Resulting Issuer Units

The structure of the Resulting Issuer will be the same as the structure of Margaux and the rights associated with each Resulting Issuer Unit will be the same as the rights associated with each Margaux Unit. Please see the discussion under the heading "Information Concerning Margaux - Description of Securities".

Following completion of the Transaction, assuming completion of the Minimum Private Placement, it is anticipated that that the Resulting Issuer will have 6,261,726 Resulting Issuer Units outstanding, of which 4,195,059 Resulting Issuer Units, representing approximately 67% of the then outstanding Resulting Issuer Units, will be held by the former Margaux Unitholders, 1,666,667 Resulting Issuer Units, representing approximately 27% of the then outstanding Resulting Issuer Units, will be held by the current Odessa Shareholders, and 400,000 Resulting Issuer Units, representing approximately 6% of the then outstanding Resulting Issuer Units, will be held by investors in the Private Placement.

Following completion of the Transaction, assuming completion of the Maximum Private Placement, it is anticipated that that the Resulting Issuer will have 7,061,726 Resulting Issuer Units outstanding, of which 4,195,059 Resulting Issuer Units, representing approximately 59% of the then outstanding Resulting Issuer Units, will be held by the former Margaux Unitholders, 1,666,667 Resulting Issuer Units, representing approximately 24% of the then outstanding Resulting Issuer Units, will be held by the current Odessa Shareholders, and 1,200,000 Resulting Issuer Units, representing approximately 17% of the then outstanding Resulting Issuer Units, will be held by investors in the Private Placement.

Resulting Issuer Options

Following completion of the Transaction, a total of approximately 816,667 Resulting Issuer Units will be reserved for issuance upon the exercise of the Resulting Issuer Options.

Resulting Issuer Agent Options

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Following completion of the Transaction, a total of approximately 125,000 Resulting Issuer Units will be reserved for issuance upon the exercise of the Resulting Issuer Agent Options.

Convertible Debentures

Following completion of the Transaction, assuming completion of the Minimum Private Placement, it is anticipated that the Resulting Issuer will have $520,000 in principal amount of Convertible Debentures outstanding. Following completion of the Transaction, assuming completion of the Maximum Private Placement, it is anticipated that the Resulting Issuer will have $1,560,000 in principal amount of Convertible Debentures outstanding.

The Convertible Debentures will bear interest at 6% per year and the interest thereon will be payable semi-annually. The Convertible Debentures will have a maturity of five years from the date of issuance and will be convertible into Resulting Issuer Units at a price of $1.40 per resulting Issuer Unit. Assuming the Minimum Private Placement, a total of 371,428 Resulting Issuer Units will be issuable pursuant to the conversion of the Convertible Debentures. Assuming the Maximum Private Placement, a total of 1,114,285 Resulting Issuer Units will be issuable pursuant to the conversion of the Convertible Debentures. Convertible Debentures will be convertible at any time following completion of the transaction at the discretion of the holders of the Convertible Debentures.

PRO FORMA CONSOLIDATED CAPITALIZATION

The following table outlines the expected pro forma unit capital of the Resulting Issuer, on a consolidated basis, after giving effect to the Transaction, based on the pro forma statement of financial position attached to this Circular as Appendix "M".

Designation of Security	Amount Authorized or to be Authorized	Amount Outstanding after giving Effect to the Transaction (Pro Forma as at September 30, 2024)
		Assuming Completion of the Minimum Private Placement	Assuming Completion of the Maximum Private Placement
Resulting Issuer Units	Unlimited	5,809,082	6,769,082
Resulting Issuer Options^{(4)(5)}	20% of the issued and outstanding Resulting Issuer Units	816,667	816,667
Resulting Issuer Agent Options	125,000	125,000	125,000
Resulting Issuer Convertible Debentures	Unlimited	$520,000	$1,560,000

Notes:
(1) Resulting Issuer Units includes 400,000 Units to be issued pursuant to the Minimum Private Placement. See "Description of the Transaction - Private Placement".
(2) Resulting Issuer Units includes 1,200,000 Units to be issued pursuant to the Maximum Private Placement. See "Description of the Transaction - Private Placement".
(3) Amount represents the applicable unit capital in the pro forma consolidated balance sheet.
(4) The aggregate maximum number of Resulting Issuer Units that will be available for issuance under the Resulting Issuer Option Plan may not exceed 20% of the number of issued and outstanding Resulting Issuer Units from time to time. See "Information Concerning the Resulting Issuer - Security Based Compensation" and "Information Concerning Margaux - Stock Option Plan".
(5) 300,000 Odessa Options previously held by Martin Grimard and 300,000 Odessa Options previously held by Francois Beaudry have expired as of the date hereof in connection with the resignations of Mr. Grimard and Mr. Beaudry directors and officers of Odessa in February 2024.

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FULLY DILUTED UNIT CAPITAL

The following table outlines the expected number and percentage of Resulting Issuer Units to be outstanding on a fully diluted basis after giving effect to the Transaction:

Description of Issue	Assuming Completion of the Minimum Private Placement		Assuming Completion of the Maximum Private Placement
	Number of Resulting Issuer Units After Giving Effect to the Transaction	Percentage of Total	Number of Resulting Issuer Units After Giving Effect to the Transaction	Percentage of Total
Resulting Issuer Units to be held by the current Odessa Shareholders	1,666,667	22.00%	1,666,667	18.28%
Resulting Issuer Units to be issued to current Margaux Unitholders pursuant to the Arrangement	4,195,059	55.38%	4,195,059	46.01%
Resulting Issuer Units to be issued as a result of the Private Placement	400,000	5.28%	1,200,000	13.16%
Subtotal (non-diluted)	6,261,726	-	7,061,726	-
Resulting Issuer Units issuable on the exercise of Resulting Issuer Options	816,667	10.78%	816,667	8.96%
Resulting Issuer Units issuable on the exercise of Resulting Issuer Agent Options	125,000	1.65%	125,000	1.37%
Resulting Issuer Units issuable on the exercise of Convertible Debentures	371,428	4.90%	1,114,285	12.22%
Total Resulting Issuer Units (fully diluted)	7,574,821	100%	9,117,678	100%

AVAILABLE FUNDS AND PRINCIPAL PURPOSES

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Available Funds:	Estimated Amount Assuming Completion of the Minimum Private Placement:	Estimated Amount Assuming Completion of the Maximum Private Placement:
Estimated Consolidated Working Capital (as at November 30, 2024)	$1,044,214	$1,044,214
Net Proceeds from the Private Placement	$1,000,000	$3,000,000
Total Available Funds	$2,044,214	$4,044,214
Anticipated Uses of Funds:
Remaining Estimated Cost of Transaction	$274,849	$274,849
Expansion of Property SSD(1)	$200,000	$200,000
General and Administrative(2)	$205,500	$205,500
Unallocated Working Capital	$1,363,865	$3,363,865
Total Uses	$2,044,214	$4,044,214

Notes:
(1) See the table at the section headed "Information Concerning the Resulting Issuer – Narrative Description of the Business – Business Objectives and Milestones".
(2) General and administrative includes costs related to salaries, professional and consulting fees, office and administrative expenses, regulatory and transfer agent fees, insurance, tax, permits, conference and promotion expenses, and expenses associated with the operations of a public company.

The above uses of available funds should be considered estimates only. Please see the discussion under "Forward-Looking Information".

DISTRIBUTIONS

The Resulting Issuer intends to make regular cash distributions to Resulting Issuer Unitholders, subject to the discretion of the board of trustees, derived from the Resulting Issuer's indirect investment in the Properties. The Resulting Issuer cannot assure Resulting Issuer Unitholders that its estimated distributions will be made or sustained. Any distributions the Resulting Issuer pays in the future will depend upon its actual results of operations, currency exchange rates, economic conditions, debt service requirements and other factors that could differ materially from its expectations. The Resulting Issuer's actual results of operations will be affected by a number of factors, including the revenue the Resulting Issuer receives from its properties, its operating expenses, interest expense, the ability of its tenants to meet their obligations and unanticipated expenditures.

PRINCIPAL SECURITYHOLDERS

No securityholder is anticipated to own of record or beneficially, directly or indirectly, or exercise control or direction over more than 10% of the Resulting Issuer Units after giving effect to the Transaction.

TRUSTEES AND OFFICERS AND PROMOTERS

Trustees and Officers of the Resulting Issuer

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Concurrent with the completion of the Transaction, the following individuals will be appointed officers and/or trustees of the Resulting Issuer as follows:

Officers	Trustees
Michel Lassonde – President of the board of trustees and Chief Executive Officer	Michel Lassonde
Luc Poirier – President and Chief Operating Officer	Luc Poirier
André Verrier – Chief Financial Officer and Corporate Secretary	André Verrier
André Chevrier – General Manager	Pierre Colas
	Richard Morrison

Pursuant to the Contract of Trust, the trustees of the Resulting Issuer may appoint one or more additional trustee(s) between meeting of Resulting Issuer Unitholders, who shall hold office for a term expiring not later than the next meeting, provided the trustees of the Resulting Issuer may not, between meetings of Resulting Issuer Unitholders, appoint an additional trustee if after such appointment the total number of trustees would be greater than one and one-third times, without any adjustment for rounding, of the number of trustees of the Resulting Issuer in office immediately following the last annual meeting of Resulting Issuer Unitholders. In the event of the resignation of a trustee, the remaining trustees may appoint may fill the vacancy among the trustees. Any trustee so elected shall hold office for the remaining term of the trustee that is being succeeded. In addition, a trustee of the Resulting Issuer may be removed at any time with or without cause by the affirmative vote of a majority of the votes cast at a meeting of resulting Issuer Unitholders called for that purpose or with cause by resolution passed by an affirmative vote of not less than two-thirds of the remaining independent trustees of the Resulting Issuer. Any changes to the trustees of the Resulting Issuer would be subject to any required regulatory approvals.

Name, Address, Occupation and Security Holdings

The following table sets forth certain information regarding the proposed trustees and officers of the Resulting Issuer, including their municipality of residence, the position(s) and office(s) to be held with the Resulting Issuer, their principal occupation within the five preceding years, the period during which each proposed trustees has served as a trustees of Margaux and the approximate number and percentage of Resulting Issuer Units proposed to be beneficially owned, directly or indirectly, or over which control or direction is proposed to be exercised by each of them, upon completion of the Transaction:

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Name and Municipality of Residence	Position or Office to be Held	Principal Occupation During Five Preceding Years	Date Became Trustee of Margaux	Assuming Completion of the Minimum Private Placement^{(1)}		Assuming Completion of the Maximum Private Placement^{(1)}
				Number of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly^{(2)}	Percentage of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly^{(3)}	Number of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly	Percentage of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Michel Lassonde
Montarville, Québec	President of the board of trustees and Chief Executive Officer	Mr. Lasssonde retired from Fronsac Real Estate Investment Trust ("Fronsac REIT") (now called Canadian Net Real Estate Investment Trust) in May 2020. Since November 2021, he has been the Chairman of the board of trustees of Margaux Real Estate Investment Trust ("Margaux REIT"), a private real estate trust which holds self-storage properties.	October 21, 2021	208,333	3.33%	208,333	2.95%

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Name and Municipality of Residence	Position or Office to be Held	Principal Occupation During Five Preceding Years	Date Became Trustee of Margaux	Assuming Completion of the Minimum Private Placement^{(1)}		Assuming Completion of the Maximum Private Placement^{(1)}
				Number of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly^{(2)}	Percentage of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly^{(2)}	Number of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly	Percentage of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly
André Verrier
Drummondville, Québec	Chief Financial Officer and trustee	Mr. Verrier is a Chartered Professional Accountant and has been practicing since 1972. He has experience advising companies at all stages of their life cycle. Mr. Verrier holds a business degree from Laval University and has been a member of the CPA in Quebec since 1972. Since 2007, Mr. Verrier has been the President and founder of Verritex Inc., a advisory firm which specializes in mergers and acquisitions for small and mid-cap companies, as well as real estate.	October 21, 2021	83,333	1.33%	83,333	1.18%

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Name and Municipality of Residence	Position or Office to be Held	Principal Occupation During Five Preceding Years	Date Became Trustee of Margaux	Assuming Completion of the Minimum Private Placement(1)		Assuming Completion of the Maximum Private Placement(1)
				Number of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly(2)	Percentage of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly(2)	Number of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly	Percentage of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Pierre Colas(1)(6)
Outremont, Québec	Trustee	Mr. Colas is the President of Gestion Pierre Colas Inc., a company that owns shares of Gestion Colas Inc., that has a portfolio of residential apartment buildings in Montreal. Since December 2022, Mr. Colas has acted as trustee of Margaux REIT, which owns self-storage facilities in Quebec. In January 2015, Mr. Colas joined the board of Brunswick Exploration Inc., a Canadian company, where he also serves as chair of the audit committee.	December 23, 2023	91,667	1.46%	91,667	1.30%

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Name and Municipality of Residence	Position or Office to be Held	Principal Occupation During Five Preceding Years	Date Became Trustee of Margaux	Assuming Completion of the Minimum Private Placement^{(1)}		Assuming Completion of the Maximum Private Placement^{(1)}
				Number of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly^{(8)}	Percentage of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly^{(8)}	Number of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly	Percentage of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Richard Morrison
Terrebonne, Québec	Trustee	Mr. Morrison is the Managing Director and President of IRR Conseil, a boutique firm advising public and private companies on their financing. He has been active with IRR Capital/IRR Conseil from December 2008 to February 2020, and from January 2023 until now. Previously from March 2020 to December 2022, Mr. Morrison was the Associate Director at Roynat Inc., a division of Scotia Bank, a lender offering flexible financing solutions to medium-size businesses.	N/A	41,667	0.67%	41,667	0.59%
Luc Poirier
Candiac, QC	President and Chief Operating Officer	Mr. Poirier has been the President of Les placements Luc Poirier Ltd. Since 2003.	N/A	nil	nil	nil	nil

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Name and Municipality of Residence	Position or Office to be Held	Principal Occupation During Five Preceding Years	Date Became Trustee of Margaux	Assuming Completion of the Minimum Private Placement(1)		Assuming Completion of the Maximum Private Placement(1)
				Number of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly(2)	Percentage of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly(2)	Number of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly(2)	Percentage of Resulting Issuer Units Beneficially Owned, or Controlled or Directed, Directly or Indirectly
André Chevrier Bromont, QC	General Manager(2)	Mr. Chevrier has been the President of André Chevrier Courtier Immobilier Inc., a real estate brokerage firm, during the five preceding years.	N/A	260,870(3)	4.17%	260,870(3)	3.69%

Notes:
(1) Assuming that the individuals listed do not participate in the Private Placement.
(2) Mr. Chevrier will be performing General Manager duties on a part-time basis.
(3) Held through Phenix Avantage Inc., a private company controlled by Mr. Chevrier's spouse.

Upon completion of the Transaction, assuming that none of the proposed trustees and officers of the Resulting Issuer participate in the Private Placement, it is expected that the proposed trustees and officers of the Resulting Issuer, as a group, will beneficially own, directly or indirectly, or exercise control or direction over, 425,000 Resulting Issuer Units, representing approximately 6.79% of the then outstanding Resulting Issuer Units, assuming completion of the Minimum Private Placement, and 425,000 Resulting Issuer Units, representing approximately 6.02% of the then outstanding Resulting Issuer Units, assuming completion of the Maximum Private Placement.

The proposed trustees of the Resulting Issuer will serve until resignation or until their office is terminated in accordance with the Contract of trust.

Proposed Members of Management

Michel Lassonde – Age 82 – President of the board of trustees and Chief Executive Officer

Michel Lassonde has had a career in law and business. He was called to the Barreau du Québec in 1967 and practiced as a corporate finance, M&A and securities lawyer. As a corporate attorney for Coscient Inc (a TSX-V listed company at the time) he did many public financings by way of tax shelters to finance films and television shows. In October 1991, he was appointed to the bench, becoming a judge of the civil division of the Cour du Québec. He retired in March 2008 and a few months later was name president of Fronsac Capital Inc, a capital pool company then listed on the TSX-V. He completed the qualifying transaction transforming the company into a real estate corporation. In August 2011 he then transformed the company to a real estate trust, Fronsac REIT.

He retired from Fronsac Real Estate Investment Trust ("Fronsac REIT") (now called Canadian Net Real Estate Investment Trust) in May 2020. Since November 2021, he has been the Chairman of the board of trustees of Margaux Real Estate Investment Trust ("Margaux REIT"), a private real estate trust which holds self-storage properties.

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Mr. Lassonde holds a B.A. from Montreal University, a law degree (L.L.L) from Montreal University and a Masters degree (L.L.M.) in International law from New York University, NYC. He was a lecturer during many years in corporate law and corporate financing at the law faculty of Montreal University.

Mr. Lassonde will devote the time necessary to perform the work required in connection with serving as the President of the board of trustees and the Chief Executive Officer of the Resulting Issuer. It is not anticipated that Mr. Lassonde will enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

André Verrier – Age 77 – Chief Financial Officer and Trustee

Mr. Verrier is a Chartered Professional Accountant and has been practicing since 1972. He has experience advising companies at all stages of their life cycle. Mr. Verrier holds a business degree from Laval University and has been a member of the CPA in Quebec since 1972. Since 2007, Mr. Verrier has been the President and founder of Verritex Inc., a advisory firm which specializes in mergers and acquisitions for small and mid-cap companies, as well as real estate. Prior thereto he was a partner of the accounting firm Verrier Paquin Hebert CPA from 1976 to 2006.

Mr. Verrier will devote the time necessary to perform the work required in connection with serving as the Chief Financial Officer and a trustee of the Resulting Issuer. It is not anticipated that Mr. Verrier will enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

Pierre Colas – Age 67 – Trustee

Mr. Colas was the Vice President Investment Banking of Industrial Alliance Securities Inc. from 2010 to 2014 and Desjardins Securities Inc. from 2005 to 2010. Mr. Colas is retired from the securities industry, but has served on the board of various public companies in Canada and has occupied other senior roles over his 25 year career.

Mr. Colas holds a diploma from College Jean de Brebeuf in Montreal and a Bachelor of Commerce degree from Concordia University.

Mr. Colas will devote the time necessary to perform the work required in connection with serving as a trustee of the Resulting Issuer. It is not anticipated that Mr. Colas will enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

Richard Morrison – Age 55 – Trustee

Mr. Morrison is the Managing Director and President of IRR Conseil, a boutique firm advising public and private companies on their financing. He has been active with IRR Capital/IRR Conseil from December 2008 to February 2020, and from January 2023 until now. Previously from March 2020 to December 2022, Mr. Morrison was the Associate Director at Roynat Inc., a division of Scotia Bank, a lender offering flexible financing solutions to medium-size businesses. Before founding IRR Conseil, Mr. Morrison was Vice-President at SIPAR Inc. from April 2004 to September 2008, a portfolio manager specializing in small- and mid-cap companies, where he was co-head of the firm’s main accounts.

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Mr. Morrison holds a Bachelor's degree in business and a Masters of Business Administration from HEC Montreal. Mr. Morrison is also a Chartered Professional Accountant holder since 1993 and a Chartered Financial Analyst since 1999.

Mr. Morrison will devote the time necessary to perform the work required in connection with serving as a trustee of the Resulting Issuer. It is not anticipated that Mr. Morrison will enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

Luc Poirier – Age 49 – President, Chief Operating Officer and Trustee

Mr. Poirier is a well known, experienced real estate investor in Quebec. Over the last twenty years, Mr. Poirier has been directly involved in projects which have obtained many awards in Quebec. Mr. Poirier was involved in the Rubic, a building built using for the first time ever the Upbrella technology. In 2014, he was involved in the Griffix building, a twenty-storey residential building which obtained the Habitation Gala prize. He was also involved in well known projects like St Lambert-sur-le-golf, a condominium development, Saint-Bruno-sur-le-lac, also a condominium project. Recently, Mr. Poirier was involved in a sale of industrial land for over $240MM, which was the highest price ever paid in Quebec for a piece of land to be used for industrial purposes.

Mr. Poirier will devote the time necessary to perform the work required in connection with serving as the President, Chief operating Officer and a trustee of the Resulting Issuer. It is not anticipated that Mr. Poirier will enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

André Chevrier – Age 63 – General Manager

Mr. Chevrier is a seasoned entrepreneur and real estate broker with a diverse background in retail and property development. Mr. Chevrier’s entrepreneurial pursuits began through his acquisition of multiple convenience stores, and he later diversified into the dry-cleaning industry. His career continued to evolve as he transitioned into the insurance sector. In recent years, Mr. Chevrier has focused on the real estate market. Mr. Chevrier became a real estate agent in 2014 and is currently acting as the President of André Chevrier Courtier Immobilier Inc., a real estate brokerage firm. Mr. Chevrier started a self-storage facility business in 2017 and has specialized knowledge of the self-storage industry.

Mr. Chevrier will devote the time necessary to perform the work required in connection with serving as the General Manager of the Resulting Issuer. It is not anticipated that Mr. Morrison will enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

Promoters

The individuals disclosed in the table below are, or have been in the two years preceding the date of this Circular, Promoters of Margaux or Odessa. It is expected that upon the completion of the Transaction, each will have the following shareholdings in the Resulting Issuer:

Name and Municipality of Residence	Promoter of	Resulting Issuer Common Shares Assuming Completion of the Minimum Private Placement(1)
Michel Lassonde
Montarville, Québec	Odessa/Margaux	208,333
(3.33%)	208,333
(2.95%)

Notes:

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(1) All percentages are on a non-diluted basis.

No Promoter of Margaux is receiving any consideration in connection with the Transaction other than share consideration as disclosed in this Circular. See "Information Concerning Margaux – Non-Arm's Length Party Transactions".

Corporate Cease Trade Orders

To the knowledge of management, no proposed trustee, officer or Promoter of the Resulting Issuer is, as at the date of the Circular, or was within 10 years before the date of the Circular, a director, chief executive officer or chief financial officer of any company (including Odessa and Margaux) that:

(a) was subject to an order that was issued while such person was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an order that was issued after such person ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

For the purposes of this section, the term "order" means:

(a) a cease trade order;
(b) an order similar to a cease trade order; or
(c) an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days.

Bankruptcies

Except as disclosed below, to the knowledge of management, no proposed trustee, officer or Promoter of the Resulting Issuer or a securityholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer:

(a) is at the date of this Circular, or has been, within 10 years before the date hereof, a director or executive officer of any company (including Odessa and Margaux) that, while such nominee was acting in that capacity, or within a year of such nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(b) has, within 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such nominee.

Penalties or Sanctions

No proposed trustee, officer or Promoter of the Resulting Issuer, or a securityholder anticipated to hold sufficient securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities

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regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable securityholder making a decision about the Transaction.

Interests of Management and Others in Material Transactions

Other than as described elsewhere in this Circular, there are no material interests, direct or indirect, of any anticipated or current trustee or executive officer of the Resulting Issuer, or any associate or affiliate of any of the foregoing persons, in any transaction within the three years before the date hereof that has materially affected or is reasonably expected to materially affect the Resulting Issuer or a subsidiary of the Resulting Issuer.

The Transaction is a Business Combination pursuant to MI 61-101. For more information, see the section headed "Description of the Transaction – Exchange and Securities Law Matters".

Conflicts of Interest

Other than described below and as otherwise disclosed in this Circular, There are no existing or potential material conflicts of interest between the Resulting Issuer or a subsidiary of the Resulting Issuer and any proposed trustee, officer or Promoter of the Resulting Issuer or a subsidiary of the Resulting Issuer other than potential conflicts arising from the involvement of certain proposed trustees and officers of the Resulting Issuer with other corporations or businesses which may be in competition with the business of the Resulting Issuer.

Reporting Issuer Experience

The following table sets out the proposed directors, officers and Promoters of the Resulting Issuer that are, or have been within the last five years, directors, officers or Promoters of other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Name of Exchange or Trading Market	Position	From	To
Michel Lassonde	Canadian Net REIT (Quebec)	TSXV	Chairman of the board of trustees	2014	2020
Pierre Colas	Brunswick Exploration Inc. (Quebec)	TSXV	Director	2015	present
	OneCap Investment Corporation (Quebec)	TSXV	Director	2017	2018
	Groupe Santé Devonian Inc. (Quebec)	TSXV	Director	2017	2019

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AUDIT COMMITTEE

Assuming completion of the Transaction, it is proposed that the Resulting Issuer will have an Audit Committee comprising Pierre Colas, Richard Morrison and Michel Lassonde. Pierre Colas and Richard Morrison will be considered "independent" as that term is defined in National Instrument 52-110 – Audit Committees ("NI 52-110"), whereas Michel Lassonde will not be considered "independent". The Resulting Issuer will rely on the exemption set forth in section 6.1 of NI 52-110 from the requirement that all members of the Audit Committee be "independent". In accordance with section 6.1.1 of NI 52-110, a majority of the proposed members of the Audit Committee are not executive officers, employees or control persons of the Resulting Issuer or of an affiliate of the Resulting Issuer. All of the Audit Committee members are expected to be "financially literate" as defined in National Instrument 52-110 – Audit Committees. The Resulting Issuer will adopt a Charter of the Audit Committee in substantially the form set out at Appendix "N".

The mandate of the Audit Committee will be to assist the board of trustees of the Resulting Issuer in fulfilling its oversight responsibilities relating to financial accounting, reporting and internal controls for the Resulting Issuer. The Audit Committee will be responsible for: conducting reviews and discussions with management and the external auditors relating to the audit and financial reporting; assessing the integrity of internal controls and financial reporting procedures; ensuring implementation of internal controls and procedures; reviewing the quarterly and annual financial statements and management's discussion and analysis of the Resulting Issuer; selecting and monitoring the independence, performance and remuneration of the external auditors; oversight of all disclosure relating to financial information; and pre-approving any non-audit services to be provided to the Resulting Issuer by any external auditors and the fees for those services. The Audit Committee will also be responsible for reviewing and following the procedures established in the Resulting Issuer's codes, policies and guidelines as may be established from time to time.

Relevant Education and Experience

All the proposed members of the Audit Committee are able to understand and interpret information related to financial statement analysis. Each of the proposed members of the Audit Committee has a general understanding of the accounting principles used by the Resulting Issuer to prepare its financial statements and will seek clarification from the Resulting Issuer's auditors, where required. Each of the proposed members of the Audit Committee also has direct experience in understanding accounting principles for private and reporting companies.

For additional details regarding the relevant experience of each member of the Resulting Issuer's Audit Committee, see the relevant biographical experiences for each of the Resulting Issuer's directors and officers under the heading "Information Concerning the Resulting Issuer - Proposed Members of Management".

Audit Committee Oversight

At no time since the commencement of Odessa's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of Odessa's most recently completed financial year, Odessa has not relied on the exemptions in Sections 2.4, 6.1.1(4), 6.1.1(5), or 6.1.1(6) or Part 8 of NI 52-110. Section 2.4 (De Minimis Non-Audit Services) provides an exemption from the requirement that the Audit Committee must pre

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approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non-audit services were provided. Sections 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), 6.1.1(5) (Events Outside Control of Member) and 6.1.1(6) (Death, Incapacity or Resignation) provide exemptions from the requirement that a majority of the members of Odessa's Audit Committee must not be executive officers, employees or control persons of Odessa or of an Affiliate of Odessa. Part 8 (Exemptions) permits a company to apply to a securities regulatory authority or regulator for an exemption from the requirements of NI 52-110 in whole or in part.

Pre-Approval Policies and Procedures

The Audit Committee of the Resulting Issuer will adopt specific policies and procedures for the engagement of non-audit services as described in the Audit Committee Charter attached hereto as Appendix "N" under the heading "Approval of Audit and Remitted Non-Audit Services Provided by External Auditors".

External Auditor Service Fees

In the following table, "audit fees" are fees billed by Odessa's external auditor for services provided in auditing Odessa's annual financial statements for the subject year. "Audit-related fees" are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of Odessa's financial statements. "Tax Fees" are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. "All other fees" are fees billed by the auditor for products and services not included in the foregoing categories.

The aggregate fees billed by Odessa's external auditor in the period from Odessa's incorporation on January 18, 2023 to December 31, 2023, by category, are as follows:

Nature of Services	Period ended December 31st 2023
Audit Fees(1)	$9,700
Audit-Related Fees(2)	nil
Tax Fees(3)	nil
All Other Fees(4)	nil

Notes:

(1) "Audit Fees" include the aggregate professional fees billed by the external auditors for the audit of the annual financial statements and other annual regulatory audits and filings.
(2) "Audit-Related Fees" include the aggregate fees billed by the external auditors for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation's financial statements and are not disclosed in the "Audit Fees" column.
(3) "Tax Fees" include the aggregate fees billed for professional services rendered by the external auditors for tax compliance, tax advice, tax planning and advisory services, including, namely, the preparation of tax returns.
(4) "All Other Fees" include the aggregate fees billed for products and services provided by the external auditors other than those listed in the other three columns, including assurance procedures in connection with prospectuses and information circulars.
(5) "All Other Fees" include other non-audit services.

Exemption

The Resulting Issuer will rely on the exemption set forth in section 6.1 of National Instrument 52-110 – Audit Committees.

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CORPORATE GOVERNANCE

Board of Trustees

Corporate governance relates to the activities of the Resulting Issuer Board, the members of which are elected by and are accountable to the unitholders of the Resulting Issuer and takes into account the role of the individual members of management who are appointed by the Board of the Resulting Issuer and who are charged with the day-to-day management of the Resulting Issuer. Canadian securities regulatory policy as reflected in National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") requires that venture issuers like the Resulting Issuer must disclose on an annual basis their approach to corporate governance. National Policy 58-201 – Corporate Governance Guidelines provides regulatory staff guidance on preferred governance practices, although the guidelines are not prescriptive, other than for audit committees.

NI 58-101, when taken together with Section 1.4 of NI 52-110, provides that a member is "independent" if the member has no direct or indirect material relationship with the issuer, a "material relationship" being one which could, in the view of the issuer's board of trustees, be reasonably expected to interfere with the exercise of a member's independent judgment.

The following table sets forth the determination of the independence of the anticipated independence of the proposed trustees of the Resulting Issuer.

Name	Independence Status	Basis for Determination of Non-Independence
Michel Lassonde	Not independent	Mr. Lassonde is anticipated to have a material relationship with the Resulting Issuer due to him being paid a management fee by the Resulting Issuer.
André Verrier	Not independent	Mr. Verrier is anticipated to have a material relationship with the Resulting Issuer due to him being a senior officer of the Resulting Issuer.
Pierre Colas	Independent	-
Luc Poirier	Not independent	Mr. Poirier is anticipated to have a material relationship with the Resulting Issuer due to him being a senior officer of the Resulting Issuer.
Richard Morrison	Independent	-

As not all the members of the Resulting Issuer Board will be independent within the meaning of NI 58-101, it is anticipated that the independent trustees will hold regularly scheduled meetings at which the non-independent trustees and management of the Resulting Issuer will not be present.

The Resulting Issuer Board plans to adopt a written mandate reflecting its role to (i) assume responsibility for the overall strategy and oversight of management of the Resulting Issuer, (ii) identify the principal risks and opportunities of the Resulting Issuer's business and ensuring the implementation of appropriate systems to manage these risks, (iii) manage the cash reserve, and (iv) ensure the integrity of the Resulting Issuer's internal financial controls and management information systems.

Orientation and Continuing Education

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The Resulting Issuer will not have a formal orientation and education program for new members of the Resulting Issuer Board, the Resulting Issuer plans to provide such orientation and education on an ad hoc and informal basis. The proposed trustees believe that these procedures will be a practical and effective approach in light of the Resulting Issuer's particular circumstances, including the size of the Resulting Issuer and the number, experience and expertise of its proposed trustees.

Ethical Business Conduct

As a responsible business and corporate citizen, the Resulting Issuer is committed to conducting its affairs with integrity, honesty, fairness and professionalism. In order to encourage and promote a culture of ethical business conduct, the board of trustees of the Resulting Issuer will implement a Code of Business Conduct and Ethics which all employees, officers and trustees will be expected to meet in the performance of their responsibilities.

The Resulting Issuer's reputation for honesty and integrity amongst its unitholders and other stakeholders is key to the success of its business. No employee or trustee will be permitted to achieve results through violation of laws or regulations, or through unscrupulous dealings.

Any trustee with a conflict of interest or who is capable of being perceived as being in conflict of interest with respect to the Resulting Issuer will be obligated to abstain from discussion and voting by the Board or any committee of the Board on any motion to recommend or approve the relevant agreement or transaction. The Board must comply with conflict of interest provisions of the ABCA.

Nomination of Trustees

Responsibility for identifying new candidates to join the Resulting Issuer Board will belong to the board of trustees of the Resulting Issuer as a whole. The board of trustees of the Resulting Issuer will encourage all trustees to participate in the process of identifying and recruiting new candidates. It is expected that the board of trustees of the Resulting Issuer will have the responsibility of making recommendations to the board of trustees of the Resulting Issuer with respect to the new nominees and for assessing trustees on an on-going basis. While there are no specific criteria for Resulting Issuer Board membership, it is expected that the Resulting Issuer will seek to attract and retain trustees with business knowledge, including in areas of specialized knowledge (such as finance), which will assist in guiding the officers of the Resulting Issuer.

Compensation

Responsibility for determining compensation for the trustees of the Resulting Issuer as well as the compensation of the Chief Executive Officer and other officers of the Resulting Issuer will belong to the Resulting Issuer Board as a whole. The Resulting Issuer Board's responsibilities in this regard will include: reviewing and approving the compensation of the Chief Executive Officer and other officers of the Resulting Issuer appointed by the board of trustees of the Resulting Issuer; reviewing and approving the compensation policies, plans and programs for the Resulting Issuer's executive officers and other senior management, as well as its overall compensation plans and structure; reviewing and discussing with management and determining the disclosure to be included under the caption "Executive Compensation" for use in any annual reports, prospectuses, proxy circulars or information circulars; determining the compensation for trustees; and administering the compensation plan and share compensation arrangements.

The Resulting Issuer Board will seek to ensure an objective process for determining compensation through compliance with the Resulting Issuer Board's conflicts of interest guidelines. The Resulting Issuer Board will review the various compensation elements both individually and in total to seek alignment with the Resulting Issuer's compensation program objectives. The Resulting Issuer Board will determine all

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executive pay, short-term incentives and long-term incentive options. For more information on the anticipated Resulting Issuer compensation practices please see "Information Concerning the Resulting Issuer – Executive Compensation"

Assessment

The Resulting Issuer Board Issuer will not use formal assessments given the stage of the Resulting Issuer's business and operations. However, the proposed trustees believe that nomination to the Resulting Issuer Board is not open ended and that directorships should be reviewed carefully for alignment with the strategic needs of the Resulting Issuer. To this extent, the proposed trustees will constantly review (i) individual trustee performance and the performance of the board of trustees as a whole, including processes and effectiveness; and (ii) the performance of the Chair, if any, of the Resulting Issuer Board. A more formal assessment process will be instituted if and when the Resulting Issuer Board considers it to be advisable.

EXECUTIVE COMPENSATION

The following section sets out the anticipated compensation for Michel Lassonde, the proposed Chief Executive Officer of the Resulting Issuer, and André Verrier, the proposed Chief Financial Officer of the Resulting Issuer, for the 12-month period after giving effect to the Transaction. The following disclosure is presented in accordance with Form 51-102F6 - Statement of Executive Compensation.

Compensation Discussion and Analysis

Compensation Governance

The trustees of the Resulting Issuer will administer the Resulting Issuer's executive compensation program. The Resulting Issuer Board will ensure that total compensation paid to the Named Executive Officers is fair, reasonable and consistent with the Resulting Issuer's compensation philosophy.

Philosophy and Objectives

The proposed Resulting Issuer Board believes that the Resulting Issuer should provide a compensation package that is competitive and motivating, that will attract, hold and inspire qualified executives, that will encourage performance by executives to enhance the growth and development of the Resulting Issuer and that will balance the interests of the executives and the unitholders of the Resulting Issuer. Achievement of these objectives is expected to contribute to an increase in unitholder value.

Elements of Executive Compensation

It is expected that the Resulting Issuer will provide its executive officers with both fixed compensation, comprised of base salary, and performance-based variable incentive compensation, comprised of an annual cash bonus and long-term incentives in the form of awards under the Resulting Issuer Option Plan.

Base salary will be designed to provide income certainty and to attract and retain executives, and therefore will be based on the assessment of a number of factors such as current competitive market conditions, compensation levels within the peer group and factors particular to the executive, including individual performance, the scope of the executive's role with the Resulting Issuer and retention considerations. In addition to base salary, the Resulting Issuer may award executives with short term incentive awards in the form of annual cash bonuses. Annual cash bonuses are intended to provide short-term incentives to executives and to reward them for their yearly individual contribution and performance of personal objectives in the context of overall annual corporate performance. The amount will not be pre-established

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and will be at the discretion of the Resulting Issuer Board. While there will be no target amount for annual cash bonuses, the Resulting Issuer Board will review similar factors as those discussed above in relation to base salary. Long-term incentive compensation will be provided through the granting of options under the Resulting Issuer Option Plan. Equity incentive awards will be designed to motivate executives to achieve long-term sustainable business results, align their interest with those of shareholders and to attract and retain executives. Awards will be based on a variety of factors, such as the need to attract or retain key individuals, competitive market conditions and internal equity. Previous grants will be taken into account when considering new grants.

Risks

The proposed Resulting Issuer Board recognizes that certain elements of compensation could promote unintended inappropriate or excessive risk-taking behaviours; however, the Resulting Issuer will seek to ensure that executive compensation packages appropriately balance short-term incentives, in the form of base salaries, and long-term incentives, in the form of option-based awards. As a result of the factors discussed above, the proposed Resulting Issuer Board does not believe that its compensation policies and practices are reasonably likely to have a material adverse effect on the Resulting Issuer.

Named Executive Officers and trustees of the Resulting Issuer will not be permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or trustee.

Summary Compensation Table – Proposed Compensation

Upon the Effective Date, the Resulting Issuer will have two executive officers. The following table sets forth the proposed compensation for the Resulting Issuer's President and Chief Executive Officer, and Chief Financial Officer and Corporate Secretary for the 12-month period after giving effect to the Transaction:

Name and principal position	Year	Salary ($)	Share-based awards ($)	Option-based awards ($)	Non-equity incentive plan compensation ($)		Pension value ($)	All other compensation ($)	Total compensation ($)
					Annual incentive plans	Long-term incentive plans
Michel Lassonde(1)
Chief Executive Officer	2024	nil	nil	nil	nil	nil		$18 000(1)	$18 000
André Verrier
Chief Financial Officer	2024	nil	nil	$8,500	nil	nil	nil	nil	nil

Notes:
(1) Management fees will be paid to Sofinat Limitée, a private company controlled by Mr. Lassonde.

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Incentive Plan Awards

Share-based Awards

During the 12 month period after giving effect to the Transaction, it is not expected that the Resulting Issuer will grant any share-based awards, being awards granted under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

Option-based Awards

The Resulting Issuer intends to grant option-based awards, being awards granted under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features, by granting options to its trustees, officers and employees, however, the timing, amounts, exercise price and recipients of such issuances have not yet been determined. Such options are expected to be granted under the Resulting Issuer Option Plan. Please see the discussion under the heading "Information Concerning Margaux – Stock Option Plan".

Pension Disclosure

The Resulting Issuer will not provide a pension to its directors or Named Executive Officers.

Termination and change of control benefits

The Named Executive Officers, Michel Lassonde and André Verrier, will not be entering into new agreements with the Resulting Issuer. For a description of the termination and change of control benefits contained in the existing agreements, refer to the discussion under the headings in the section entitled "Information Concerning Margaux – Executive Compensation – Employment, Consulting and Management Agreements".

TRUSTEE COMPENSATION

Other than to Michel Lassonde as set out above under the heading "Information Concerning the Resulting Issuer – Executive Compensation – Summary Compensation Table – Proposed Compensation", it is not expected that any trustee of the Resulting Issuer will receive any compensation in the 12 month period after giving effect to the Transaction for services rendered to the Resulting Issuer and its subsidiaries, other than options granted from time to time.

It is expected that the Resulting Issuer will grant options to the trustees of the Resulting Issuer from time to time under the Resulting Issuer Option Plan. The Resulting Issuer may pay trustees' fees to the trustees of the Resulting Issuer in the future.

INDEBTEDNESS OF TRUSTEES AND OFFICERS

No trustee or officer of Odessa or Margaux, no proposed trustee or officer of the Resulting Issuer, no individual who at any time during the most recently completed financial year of Odessa or Margaux was a trustee or officer of Odessa or Margaux, nor any Associate of such individuals is indebted to Odessa or Margaux, or is indebted to another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Odessa or Margaux.

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INVESTOR RELATIONS ARRANGEMENTS

No written or oral agreement or understanding has been reached with any Person to provide any promotional or investor relations services for the Resulting Issuer.

SECURITY BASED COMPENSATION

Security Based Compensation Plans

Assuming the Resulting Issuer Stock Option resolution is approved at the Meeting, the Odessa Option Plan will continue to be the stock option plan of the Resulting Issuer. See information under the heading "Information Concerning Odessa – Stock Option Plan".

Options to Purchase Securities

The following table sets out certain information in respect of Resulting Issuer Options that will be held upon completion of the Transaction:

Category		Number of Resulting Issuer Options	Exercise Price per Resulting Issuer Option	Expiry Date
All proposed officers of the Resulting Issuer, as a group (two individual(s))	400,000	$1.00	December 22, 2031
		41,667	$1.20	August 3, 2033
		25,000	$1.20	August 3, 2033
		100,000	$1.25	April 11, 2029
		200,000	$1.15	December 8, 2029
	Total	766,667	-	-
Non-continuing officer of Odessa		nil	-	-
	Total	-	-	-
All proposed trustees of the Resulting Issuer who are not also officers, as a group (two individual(s))	25,000	$1.20	August 3, 2033
		25,000	$1.20	August 3, 2033
	Total	50,000	-	-
Non-continuing trustee of Margaux		nil	-	-
	Total	-	-	-
All other employees of the Resulting Issuer, as a group		nil	-	-
	Total	-	-	-
All consultants of the Resulting Issuer, as a group		nil	-	-
	Total	-	-	-
Any other Person or Company		nil	-	-
	Total	-	-	-
TOTAL		816,667	-	-

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ESCROWED SECURITIES

As of the date hereof, none of the Margaux Units are escrowed or subject to a pooling agreement. To the knowledge of Odessa and Margaux as of the date of this Circular, the following table lists the names and municipalities of residence of the holders of escrowed securities, the number of securities of each class of securities of Odessa or Margaux currently held in escrow and, in the case of the Resulting Issuer, anticipated to be held in escrow after giving effect to the Transaction, and the percentage that number represents of the outstanding securities of that class.

		Prior to Giving Effect to the Transaction (Pre-Consolidation)		After Giving Effect to the Transaction and the Minimum Private Placement (Post-Consolidation)(6)		After Giving Effect to the Transaction and the Minimum Private Placement (Post-Consolidation)(6)
Name and Municipality of Residence of Securityholder	Designation of Class	Number of Securities held in Escrow	Percentage of Class(1)	Number of Securities to be held in Escrow	Percentage of Class(2)	Number of Securities to be held in Escrow	Percentage of Class(2)
CPC Escrow Agreement(3)
Sofinat Ltd.(4)Montarville, Québec	Odessa Shares/Resulting Issuer Units	1,000,000	5.00%	83,333	1.08%	83,333	0.90%
André Verrier Drummondville, Québec	Odessa Shares/Resulting Issuer Units	1,000,000	5.00%	83,333	1.08%	83,333	0.90%
	Odessa Options/Resulting Issuer Options	300,000	15.00%	25,000	3.90%	25,000	3.90%
Francois Beaudry Saint-Jean-de-Matha, Québec	Odessa Shares/Resulting Issuer Units	1,000,000	5.00%	83,333	1.08%	83,333	0.90%
Dépanneur des Vergers Inc. Saint-Charles-sur-Richelieu, Québec	Odessa Shares/Resulting Issuer Units	800,000	2.00%	66,667	0.87%	66,667	0.72%
Richard Morrison Terrebonne, Québec	Odessa Shares/Resulting Issuer Units	500,000	2.50%	41,667	0.54%	41,667	0.45%
	Odessa Options/Resulting Issuer Options	300,000	15.00%	25,000	3.90%	25,000	3.90%
Pierre Colas Montréal, Québec	Odessa Shares/Resulting Issuer Units	500,000	2.50%	41,667	0.54%	41,667	0.45%
	Odessa Options/Resulting Issuer Options	300,000	15.00%	25,000	3.90%	25,000	3.90%
Michel Lassonde St. Bruno, Québec	Odessa Options/Resulting Issuer Options	500,000	25.00%	41,667	4.42%	41,667	4.42%
Qualifying Transaction Escrow(5)
Michel Lassonde St. Bruno, Québec	Margaux Units/Resulting Issuer Units	Nil	Nil	100,000	1.30%	100,000	1.08%
	Margaux Options/Resulting Issuer Options	Nil	Nil	400,000	42.48%	400,000	42.48%

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		Prior to Giving Effect to the Transaction (Pre-Consolidation)		After Giving Effect to the Transaction and the Minimum Private Placement (Post-Consolidation)(6)		After Giving Effect to the Transaction and the Minimum Private Placement (Post-Consolidation)(6)
Name and Municipality of Residence of Securityholder	Designation of Class	Number of Securities held in Escrow	Percentage of Class(1)	Number of Securities to be held in Escrow	Percentage of Class(1)	Number of Securities to be held in Escrow	Percentage of Class(1)
Sofinat Ltd.(4) Montarville, Québec	Margaux Units/Resulting Issuer Units	Nil	Nil	25,000	0.32%	25,000	0.27%
Gestion Pierre Colas Inc.(7) Montréal, Québec	Margaux Units/Resulting Issuer Units	Nil	Nil	50,000	0.65%	50,000	0.54%
Phenix Avantage Inc.(8) Bromont, Québec	Margaux Units/Resulting Issuer Units	Nil	Nil	260,870	4.17%	260,870	3.69%
	Margaux Options/Resulting Issuer Options	Nil	Nil	200,000	21.24%	200,000	21.24%

Notes:
(1) As of the date hereof, there are 20,000,000 Odessa Shares outstanding and 4,195,059 Margaux Units outstanding.
(2) Upon completion of the Transaction, it is anticipated that there will be 6,261,726 Resulting Issuer Units outstanding, assuming completion of the Minimum Private Placement, and 7,061,726 Resulting Issuer Units outstanding, assuming completion of the Maximum Private Placement. Upon completion of the Transaction, it is anticipated that there will be 816,667 Resulting Issuer Options (not including Resulting Issuer Agent Options).
(3) These CPC Escrowed Securities are escrowed pursuant to Exchange Policy 2.4, as described below under the heading "CPC Escrow Agreement". The figures provided on a post-Transaction basis are given on a post-Consolidation basis.
(4) Sofinat Ltd. is a private company controlled by Mr. Lassonde.
(5) These Value Escrowed Securities are escrowed pursuant to Exchange Policy 5.4, as described below under the heading "Qualifying Transaction Escrow". Pursuant to Exchange Policy 5.4, all Principal Securities (as defined by Exchange Policy 5.4) upon completion of the Transaction are subject to escrow.
(6) Assumes that the individual listed does not participate in the Private Placement.
(7) Gestion Pierre Colas Inc. is a private company controlled by Mr. Colas.
(8) Phenix Avantage Inc. is a private company controlled by André Chevrier's spouse.

Qualifying Transaction Escrow

Resulting Issuer securities to be issued pursuant to the Transaction to principals of the Resulting Issuer will be subject to escrow in accordance with Exchange policies. Upon Completion of the Qualifying Transaction, such persons will be required to place their Resulting Issuer securities (the "Value Escrowed Securities") into escrow pursuant to a Tier 2 Value Security Escrow Agreement (the "Value Escrow Agreement"). Value Escrowed Securities may not be sold, assigned, hypothecated, transferred within escrow or otherwise dealt with in any manner without the written consent of the Exchange. An entity, controlled by one or more persons, that holds Value Escrowed Securities may not participate in a transaction that results in a change of its control or a change in the economic exposure of the persons to the risks of holding Value Escrowed Securities.

The Value Escrow Agreement provides that $10\%$ of the escrowed securities will be released from escrow upon issuance of the Final QT Exchange Bulletin, an additional $15\%$ will be released on the date that is 6 months following the date of the Final QT Exchange Bulletin, an additional $15\%$ will be released on the date that is 12 months following the date of the Final QT Exchange Bulletin, an additional $15\%$ will be released on the date that is 18 months following the date of the Final QT Exchange Bulletin, an additional $15\%$ will be released on the date that is 24 months following the date of the Final QT Exchange Bulletin, an additional $15\%$ will be released on the date that is 30 months following the date of the Final QT Exchange Bulletin and an additional $15\%$ will be released on the date that is 36 months following the date of the Final QT Exchange Bulletin. Transfers of escrowed securities where escrowed Resulting Issuer Units are to be

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held by a person that is not an individual, such person will be required to agree not engage in any transaction that would result in the change of control of such person while its securities of the Resulting Issuer are held in escrow. Any such person will be required to further undertake to the Exchange that, to the extent reasonably possible, it will not permit or authorize any issuance of securities or transfer of securities which could reasonably result in a change of control of the person. All holders of escrowed securities must obtain Exchange consent to transfer securities held in escrow, other than in specified circumstances set out in the applicable escrow agreement.

CPC Escrow Agreement

In accordance with Exchange Policy 2.4, upon completion of the listing of Odessa on the Exchange, the Odessa Shares and Odessa Options set out in the section entitled "CPC Escrow Agreement" in the above table in the column "Prior to Giving Effect to the Transaction" (the "CPC Escrowed Shares" and the "CPC Escrowed Options", as applicable) were escrowed under the CPC Escrow Agreement. The CPC Escrowed Shares are subject to an eighteen (18) month escrow period and are scheduled to be released from escrow as follows:

Percentage of Escrowed Shares Released from Escrow	Release Date
25%	Date of Final QT Exchange Bulletin
25%	6 months from Final QT Exchange Bulletin
25%	12 months from Final QT Exchange Bulletin
25%	18 months from Final QT Exchange Bulletin

The CPC Escrowed Options will be released from escrow on the date of the Final QT Exchange Bulletin.

The CPC Escrowed Shares and the CPC Escrowed Options (and any Odessa Shares issued pursuant to the exercise thereof) held pursuant to the CPC Escrow Agreement (the "CPC Escrowed Securities") may not be sold, assigned, transferred, redeemed, surrendered or otherwise dealt with in any manner except as provided by the CPC Escrow Agreement. The CPC Escrowed Securities may be transferred within escrow to an individual who is a director or senior officer of Odessa or a material operating subsidiary of Odessa, provided that certain requirements of the Exchange are met, including that the new proposed transferee agrees to be bound by the terms of the CPC Escrow Agreement. In the event of the bankruptcy of a holder of CPC Escrowed Securities, the CPC Escrowed Securities held by such holder may be transferred within escrow to the trustee in bankruptcy or other person legally entitled to such CPC Escrowed Securities provided that certain prescribed Exchange requirements are met. The CPC Escrowed Securities may be transferred within escrow to a Person or Company that, before the transfer, holds greater than 20% of the voting rights attached to Odessa Shares or after the transfer will hold more than 10% of the voting rights attached to Odessa Shares and has the right to elect or appoint one or more directors or senior officers of Odessa or its material operating subsidiaries. CPC Escrowed Securities may also be transferred within escrow by a holder of CPC Escrowed Securities to a registered retirement savings plan ("RRSP") or a registered retirement income fund ("RRIF"), provided that the Exchange receives proper notice of the same, the holder of such CPC Escrowed Securities is the sole beneficiary of the RRSP or RRIF and the trustee of the RRSP or RRIF agrees to be bound by the terms of the CPC Escrow Agreement. In the event of the death of a holder of CPC Escrowed Securities, the CPC Escrowed Securities of such deceased holder will be released to his legal representatives.

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CPC Escrowed Securities that were purchased or granted, as applicable, prior to the CPC initial public offering at a discount to the initial public offering price by Related Parties (as defined in the Manual) of Odessa may be cancelled by Odessa and the escrow agent pursuant to the CPC Escrow Agreement. In addition, any CPC Escrowed Securities that have not been released pursuant to the CPC Escrow Agreement on the 10th anniversary of the date of delisting from the Exchange must immediately be cancelled.

Seed Share Resale Restrictions

In addition to the above, certain securities of the Resulting Issuer will be subject to Tier 2 Value Security Escrow pursuant to the Exchange imposed seed share resale restrictions ("SSRRs"). In accordance with SSRRs, an aggregate of 8,000 Resulting Issuer Units will be subject to restrictions. These shares will be released in accordance with the Tier 2 Value Security Escrow, as described below.

Designation of Class	Aggregate number of securities subject to SSRRs	Percentage of class		Expiry date of the resale restrictions
		After giving effect to the Transaction and the Minimum Private Placement	After giving effect to the Transaction and the Maximum Private Placement
Resulting Issuer Units	8,000	0.13%	0.11%	See note 1

Notes:

(1) 10% of the escrowed securities will be released from escrow upon issuance of the Final QT Exchange Bulletin, an additional 15% will be released on the date that is 6 months following the date of the Final QT Exchange Bulletin, an additional 15% will be released on the date that is 12 months following the date of the Final QT Exchange Bulletin, an additional 15% will be released on the date that is 18 months following the date of the Final QT Exchange Bulletin, an additional 15% will be released on the date that is 24 months following the date of the Final QT Exchange Bulletin, an additional 15% will be released on the date that is 30 months following the date of the Final QT Exchange Bulletin and an additional 15% will be released on the date that is 36 months following the date of the Final QT Exchange Bulletin.

AUDITOR, TRANSFER AGENT AND REGISTRAR

AUDITOR

The auditor for the Resulting Issuer is expected to be MNP LLP, Chartered Professional Accountants, 1155, boul. René-Lévesque O., 23e étage, Montréal, QC, H3B 2K2.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Resulting Issuer Common Shares will be Computershare Trust Company of Canada, 324-8th Avenue SW, Suite 800, Calgary, AB T2P 2Z2.

RISK FACTORS

An investment in the Resulting Issuer Units should be considered highly speculative, not only due to the nature of Margaux's business and operations, but also because of the uncertainty related to completion of the Transaction. In addition to the other information in this Circular, an investor should carefully consider each of, and the cumulative effect of, the following factors, which assume the completion of the Transaction. Except as noted, these risk factors have been drafted in a manner so as to assume the completion of the Transaction.

The Transaction May Not Be Completed

The Transaction is subject to final acceptance by the Exchange as evidenced by the Final QT Exchange Bulletin and the approval of the Margaux Unitholders. There can be no assurance that all of the necessary

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approvals will be obtained. If the Transaction is not completed for any reason, Odessa will continue to search for and evaluate other investment opportunities; however, it will have incurred significant costs associated with the failed implementation of the Transaction.

General Business Risks

The Resulting Issuer is subject to general risks associated with business and those inherent to the real estate industry. The underlying value of Property SSD, Property Cowansville and Property ARP, as well as future investments, and the Resulting Issuer's income and ability to generate stable returns from its operations will depend on the ability of the Resulting Issuer to maintain revenues and generate income in excess of operating expenses. Income derived from Property SSD, Property Cowansville and Property ARP, as well as future investments, may be adversely affected by changes in local or national economic conditions, changes in interest rates and in the availability, cost and terms of any mortgage or other financing, the ongoing need for capital improvements, changes in real estate assessed values and taxes payable on such values and other operating expenses, changes in laws, regulations rules and fiscal policy, zoning laws, environmental legislation and compliance with such regulations and acts of God, including natural disasters (which may result in uninsured losses). Any of the foregoing events could adversely the value of the Properties of the Resulting Issuer and the ability of the Resulting Issuer to generate positive cash flows and make distributions.

Real Property Ownership

All real property investments are subject to elements of risk. Such investments are affected by general economic conditions (such as the availability, terms and cost of mortgage financings and other types of financings), local real estate markets and conditions (such as oversupply of available rental units or a reduction in demand for real estate in the area), the attractiveness of the properties to customers, supply and demand for space, competition from other available space and various other factors. The performance of the economy in areas in which properties are located affects occupancy, market rental rates, property sale prices and expenses. These factors consequently can have an impact on revenues generated from properties and their underlying values. The value of real property and any improvements thereto may also depend on the credit and financial stability of the tenants. The Resulting Issuer's financial performance would be adversely affected if tenants at the Resulting Issuer's Properties were to become unable to meet their obligations under their leases. In the event of default by a tenant, delays or limitations in enforcing rights as lessor may be experienced and costs incurred in protecting the Resulting Issuer's investment may be incurred. Upon the expiry of any lease, there can be no assurance that the lease will be renewed or the tenant replaced. The terms of any subsequent lease may be less favourable to the Resulting Issuer than the existing lease. Other factors may further adversely affect revenues from, and the value of, the Resulting Issuer's Properties. These factors include local conditions in the areas which Properties may be located, the attractiveness of the Properties to tenants or future purchasers, competition from neighbouring or other properties and the Resulting Issuer's ability to provide adequate facilities, maintenance, services, and amenities. Operating costs including real estate taxes, insurance and maintenance costs and mortgage payments, if any, do not, in general, decline when circumstances cause a reduction in income from a property. The Resulting Issuer could sustain a loss as a result of foreclosure on a property, if a Property is mortgaged to secure payment of indebtedness and the Resulting Issuer is unable to meet its payment obligations. In addition, applicable laws, including tax laws, interest rate levels and the availability of financing also affect revenues from properties and real estate values.

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

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property, regardless of whether the property is producing sufficient income to pay such expenses. In order to retain desirable rentable space and to generate adequate revenue over the long term, the Resulting Issuer is expected to maintain or, in some cases, improve the condition of its Properties to meet market demand. Maintaining a self-storage facility in accordance with market standards can entail significant costs, which the Resulting Issuer may not be able to generate from its tenants or customers. 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 the Properties exceed the reasonable estimates of the Resulting Issuer, or if construction defects are discovered during the course of maintenance or upgrading which are not covered by insurance or other contractual warranties or if the Resulting Issuer is not permitted to raise the rents due to other legal constraints, the Resulting Issuer may incur additional and unexpected costs. If competing properties of a similar type are built or refurbished in the area where the Resulting Issuer's properties are located, the net operating income derived from, and the value of, the Resulting Issuer's properties could be reduced.

Any failure of the Resulting Issuer to undertake appropriate maintenance and refurbishment work in response to the factors described above could adversely affect the income the Resulting Issuer earns from its properties. For example, such a failure could entitle tenants to withhold or reduce rental payments or even to terminate existing contractual arrangements. Any such event could have a material adverse effect on the Resulting Issuer's cash flows, financial condition and results of operations.

Reliance on Key Personnel

The Resulting Issuer relies on the expertise, skill, judgment, integrity and good faith of the Manager and the Trustees and management of the Resulting Issuer. In particular, Resulting Issuer Unitholders rely on the discretion and ability of the Manager and management of the Resulting Issuer in determining the composition of the Resulting Issuer's portfolio, the real estate markets in which the Resulting Issuer acquires properties and in negotiating purchase price and other material terms of agreements to which the Resulting Issuer is or becomes a party. The ability of the Manager and management of the Resulting Issuer to successfully implement investment strategies of the Resulting Issuer will depend in large part on the continued services of its key management personnel. If the services of key management personnel were lost, the Resulting Issuer may be adversely affected in a material manner.

Changes in Government Regulation

The Resulting Issuer is subject to the 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 Canadian federal, provincial, municipal or common laws or regulations or changes in their enforcement or regulatory interpretation could result in changes in the legal requirements affecting the Resulting Issuer (including with retroactive effect). Any changes in the laws to which the Resulting Issuer will be subject in the jurisdictions in which it operates could materially affect the rights and title to the Properties of the Resulting Issuer. It is not possible to predict whether there will be any further changes in the regulatory regime(s) to which the Resulting Issuer is subject or the effect of any such change on the Resulting Issuer's investments.

Liquidity

Real estate investments tend to be relatively illiquid, with the degree of liquidity generally fluctuating in relation to demand for and the perceived desirability of such investments. Such illiquidity may tend to limit

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the Resulting Issuer’s ability to vary its portfolio promptly in response to changing economic or investment conditions.

Uninsured Losses

The Resulting Issuer will carry comprehensive general liability, fire, flood, extended coverage and rental loss insurance with policy specifications, limits and deductibles that are customarily obtained for properties of a similar size and function to the Properties of the Resulting Issuer. There are, however, certain types of risks, generally of a catastrophic nature, such as wars or environmental contamination, which are uninsurable or not insurable on an economically viable basis. Should an uninsured loss occur, the Resulting Issuer could lose its investment in, and anticipated profits and cash flows from, its investments and Properties, while still being obligated to repay the indebtedness in respect thereof.

Competition

The Resulting Issuer will compete with various owners, operators and developers in the Canadian real estate industry, including other properties located within proximity to the Properties of the Resulting Issuer. Some of these parties own, and may acquire in the future, properties that compete directly with the Properties of the Resulting Issuer, and some of these parties may have greater capital resources than the Resulting Issuer. If the competitors of the Resulting Issuer build new properties or re-develop older properties that compete with the Resulting Issuer’s Properties, the Resulting Issuer may lose tenants or potential tenants and it may be pressured to discount its rental rates below those it would otherwise charge in order to retain tenants. As a result of the foregoing, the Resulting Issuer’s rental revenues could decrease, which could impair the Resulting Issuer’s ability to satisfy any debt service obligations and to generate stable positive cash flows from its operations. In addition, increased competition for tenants may require the Resulting Issuer to make capital improvements to facilities it would not have otherwise made. Any unbudgeted 62 capital improvements which the Resulting Issuer undertakes may reduce cash flow generated by the Resulting Issuer’s operations.

Acquisition and Integration of Additional Properties

The Resulting Issuer intends to acquire additional self-storage properties in the future and its future growth will depend on its ability to successfully acquire new properties on favourable terms. Future acquisition opportunities may not be available to the Resulting Issuer on terms that meet the investment criteria or it may be unsuccessful in capitalizing on such opportunities. The Resulting Issuer’s ability to capitalize on acquisition opportunities will also depend on the availability of external capital resources which may not

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be available to the Resulting Issuer on favourable terms or at all. The Resulting Issuer’s ability to acquire properties on favourable terms and successfully operate such properties involves the following risks:

(a) competition from other real estate investors in acquiring desired properties that may significantly increase the purchase price and decrease the expected yields for those properties;

(b) the Resulting Issuer may be unable to finance an acquisition on favourable terms or at all;

(c) the Resulting Issuer may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into its existing operations;

(d) requiring the Resulting Issuer to use a substantial portion of its cash flows from operations to pay principal and interest which will reduce the amount of cash available for other purposes;

(e) market conditions may result in higher than expected costs and vacancy rates and lower than expected rental rates; and

(f) the Resulting Issuer may acquire properties subject to liabilities without any recourse, or with only limited recourse, to the sellers of such properties, or with liabilities that are unknown to it, such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of its Properties and claims for indemnification by members, trustees, directors, officers and others indemnified by the former owners of its properties.

Newly developed and recently acquired properties may not perform as expected and may have characteristics or deficiencies unknown at the time of development or acquisition. The Resulting Issuer cannot guarantee that it will be able to successfully integrate acquired properties without operating disruptions or unanticipated costs. As the Resulting Issuer acquires additional properties, the Resulting Issuer will be subject to risks associated with integrating and managing new properties, including tenant lease-up and retention and mortgage default. In addition, acquisitions may cause disruptions on the Resulting Issuer’s operations and divert management’s attention away from day-to-day operations. Furthermore, the Resulting Issuer’s profitability may suffer because of acquisition-related costs or amortization costs for acquired intangible assets. The Resulting Issuer’s failure to successfully integrate any future properties could have an adverse effect on the Resulting Issuer’s operating costs and its ability to generate stable positive cash flow from its operations.

Potential Undisclosed Liabilities Associated with Acquisitions

The Resulting Issuer expects to acquire properties that may be subject to existing liabilities, some of which may be unknown at the time of the acquisition or which the Resulting Issuer may fail to uncover in its due diligence to be accounted for through contractual indemnification. Unknown liabilities may include liabilities for claims by tenants, vendors or other persons dealing with the vendor or predecessor entities (including claims that have not been asserted or threatened as of the acquisition date), tax liabilities, accrued and unpaid liabilities incurred in the ordinary course of business and cleanup and remediation of undisclosed environmental conditions. While, in some instances, the Resulting Issuer may have the right to seek reimbursement against an insurer or another third party for certain of these liabilities, the Resulting Issuer may not have recourse to the vendor of the property for any of these liabilities.

Litigation

The Resulting Issuer may become subject to disputes with tenants or other commercial parties with whom it maintains relationships or other parties with whom it does business. Any such dispute could result in

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litigation between the Resulting Issuer and such other parties. Whether or not any dispute actually proceeds to litigation, the Resulting Issuer may be required to devote significant resources, including management time and attention, to the successful resolution of such disputes (including through litigation, settlement or otherwise), which would detract from management’s ability to focus on the Resulting Issuer’s business. Any such resolution could involve the payment of damages or expenses by the Resulting Issuer, which may be significant. In addition, any such resolution could involve the Resulting Issuer’s agreement to settlement terms that restrict the operation of its business.

Environmental Matters

As an owner of real estate, the Resulting Issuer is subject to various federal, provincial and municipal laws relating to environmental matters. Such laws provide that the Resulting Issuer could be liable for the costs of removal of certain hazardous substances and repair of certain hazardous locations. The failure to remove or remediate such substances or locations, if any, could adversely affect the Resulting Issuer’s ability to sell such real estate or to borrow using such real estate as collateral and could potentially result in claims against the Resulting Issuer. Management is not aware of any material non-compliance with environmental laws with respect to the its current properties. However, the Resulting Issuer cannot guarantee that any material environmental conditions do not or will not otherwise exist with respect to the Properties or any other real property it may own in the future or developments that it may finance.

Private Placement May Not Be Completed

The Private Placement may not be completed on terms agreed upon by the parties or at all. There can be no assurance that additional financing will be available on terms favourable to Margaux, or at all.

Access to Capital and Financing Risk

The real estate industry is highly capital intensive. The Resulting Issuer requires access to capital to fund its growth strategy and significant capital expenditures from time to time. There can be no assurance that the Resulting Issuer will have access to sufficient capital or access to capital on terms favourable to the Resulting Issuer for future property acquisitions, financing or refinancing of Properties, funding operating expenses or other purposes. Global financial markets have experienced a sharp increase in volatility during recent years. Underlying market conditions may continue or become worse, and unexpected volatility and illiquidity in financial markets may inhibit the Resulting Issuer’s access to long-term financing in the Canadian capital markets. As a result it is possible that financing required by the Resulting Issuer to grow and expand its operations may not be available to the Resulting Issuer on favourable terms or at all.

Interest Rate Risk

The Resulting Issuer intends to finance future investments and property acquisitions in part with debt borrowings, which could bear interest at fixed or variable rates. The interest expense on any variable rate indebtedness of the Resulting Issuer will increase if and when short-term interest rates increase. A significant increase in interest expense could adversely affect the Resulting Issuer’s results of operations.

Limited Operating History

The Resulting Issuer has a very limited history of operations. As such, the Resulting Issuer is subject to many risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that the Resulting Issuer will be successful in achieving a return on unitholders' investment and the likelihood of success must be considered in light of its expected early stage of operations. The limited operating history

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may also make it difficult for investors to evaluate the Resulting Issuer's prospects for success. There is no assurance that the Resulting Issuer will be successful and the likelihood of success must be considered in light of its early stage of operations.

Because the Resulting Issuer has a limited operating history in an emerging area of business, its operating prospects should be considered and evaluated in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. These risks may include, but are not limited to: (a) risks that it may not have sufficient capital to achieve its growth strategy; (b) risks that it may not develop its service offerings in a manner that enables it to be profitable and meet its customers' requirements; (c) risks that its growth strategy may not be successful; and (d) risks that fluctuations in its operating results will be significant relative to its revenues.

The Resulting Issuer's future growth will depend substantially on its ability to address these and the other risks described in this Risk Factors section. If it does not successfully address these risks, its business may be significantly harmed.

Attracting and Retaining Talented Personnel

The Resulting Issuer's success will depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of management and other personnel in conducting the business of the Resulting Issuer. The Resulting Issuer will initially have a small management team and the loss of any of these individuals or the inability to attract suitably qualified staff could materially adversely impact the business. The Resulting Issuer's ability to manage its operating and financing activities will depend in large part on the efforts of these individuals. The Resulting Issuer may also experience difficulties in certain jurisdictions in efforts to obtain suitably qualified staff and retaining staff who are willing to work in that jurisdiction. The Resulting Issuer's success will depend on the ability of management and employees to interpret market data successfully and to interpret and respond to economic, market and other business conditions in order to locate and adopt appropriate investment opportunities, monitor such investments and ultimately, if required, successfully divest such investments. Further, key personnel may not continue their association or employment with the Resulting Issuer, which may not be able to find replacement personnel with comparable skills. The Resulting Issuer has sought to and will continue to ensure that management and any key employees are appropriately compensated; however, their services cannot be guaranteed. If the Resulting Issuer is unable to attract and retain key personnel, business may be adversely affected. The Resulting Issuer faces intense competition for qualified personnel, and there can be no assurance that the Resulting Issuer will be able to attract and retain such personnel.

Possible Conflicts of Interest of Directors and Officers of the Resulting Issuer

Certain of the directors and officers of the Resulting Issuer may also serve as directors and/or officers of other Companies involved in the self-storage and/or real estate industry, and, consequently, there exists the possibility for such directors and officers to be in a position of conflict. The Resulting Issuer expects that any decision made by any of such directors and officers involving the Resulting Issuer will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Resulting Issuer and its shareholders, but there can be no assurance in this regard.

Dilution Risk

The number of Resulting Issuer Units the Resulting Issuer is authorized to issue is unlimited. The Resulting Issuer may, in its sole discretion, issue additional Resulting Issuer Units from time to time, and the ownership interests of Resulting Issuer Unitholders may be diluted as a result.

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Potential Volatility of Trust Unit Prices

It is not possible to predict the price at which Resulting Issuer Units will trade and there can be no assurance that an active trading market for the Resulting Issuer Units will develop or be sustained. The market price of the Resulting Issuer Units may be volatile and could be subject to wide fluctuations due to a number of factors, including, but not limited to: actual or anticipated fluctuations in the Resulting Issuer's results of operations; changes in estimates of the Resulting Issuer's future results of operations by management or securities analysts; introduction of new products or services by the Resulting Issuer or its competitors; and general industry changes.

In addition, the financial markets have in the past experienced significant price and value fluctuations that have particularly affected the market prices of equity securities of many real estate issuers and that have, in some cases, been unrelated to the operating performance of these companies. Broad market fluctuations as well as economic conditions generally and in the real estate industry may adversely affect the market price of the Resulting Issuer Units.

No Guaranteed Return

There is no guarantee that an investment in the Resulting Issuer Units will earn any positive return in the short or long term. Moreover, the interest rates being charged for debt financing, and other similar financing transactions in which the Resulting Issuer will be engaged reflect the general level of interest rates, and as interest rates fluctuate, the Resulting Issuer's aggregate yield on investments will also be expected to change.

SIFT Rules

If the Resulting Issuer were a "SIFT trust" (as defined in subsection 122.1(1) of the Tax Act) (a "SIFT Trust"), certain rules would apply that would effectively tax certain income of the Trust that is distributed to its investors on the same basis as would have applied had the income been earned through a taxable Canadian corporation and distributed by way of dividend to its shareholders (the "SIFT Rules").

The Resulting Issuer will not be considered to be a SIFT Trust in respect of a particular taxation year and, accordingly, will not be subject to the SIFT Rules in that year, if it qualifies as a "real estate investment trust", as defined in the Tax Act, throughout the year (the "REIT Exception"). The REIT Exception is comprised of a number of technical tests and the determination as to whether the Resulting Issuer qualifies for the REIT Exception in any particular taxation year can only be made with certainty at the end of that taxation year.

Management of the Resulting Issuer believes that the Resulting Issuer currently meets the requirements of the REIT Exception, and intends for the Resulting Issuer to qualify for the REIT Exception at all future times. However, there can be no assurance that the Resulting Issuer will meet the requirements of the REIT Exception at any such time or in any such year or that it will be able to qualify for the REIT Exception at any time or in future years such that the Resulting Issuer and Unitholders will not be subject to the tax imposed by the SIFT Rules. If the Resulting Issuer is subject to the SIFT Rules, the SIFT Rules may, depending on the nature of distributions from the Resulting Issuer, including what portion of its distributions are income and what portion are returns of capital, have a material adverse effect on the after-tax returns of the Resulting Issuer. Also, in the event that the SIFT Rules apply to the Resulting Issuer, they may adversely affect the marketability of the Trust Units, the amount of cash available for distributions and, among other things, there can be no assurance that the Resulting Issuer will be able to maintain the portion of distributions that is treated as a non-taxable return of capital.

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Other Tax Related Risk Factors

There can be no assurance that Canadian federal income tax laws (or the judicial interpretation thereof or the administrative and/or assessing practices of the CRA) respecting the treatment of mutual fund trusts will not be changed in a manner which will adversely affect the Resulting Issuer or the Resulting Issuer Unitholders. If the Resulting Issuer ceases to qualify as a mutual fund trust under the Tax Act, the income tax consideration Unitholders would be materially and adversely different in certain respects, including that Resulting Issuer Units may cease to be qualified investments for deferred income plans. The Tax Act imposes penalties on the controlling individual of a deferred income plan for the acquisition or holding of non-qualified investments and the plan will be subject to income tax on any income earned on such investments.

General Economic Risks

The Resulting Issuer's operations could be affected by the economic context should interest rates, inflation or the unemployment level reach levels that influence consumer trends and spending and, consequently, impact the Resulting Issuer's sales and profitability.

Any investors should further consider, among other factors, the Resulting Issuer's prospects for success in light of the risks and uncertainties encountered by companies that, like the Resulting Issuer, are in their early stages. For example, unanticipated expenses and problems or technical difficulties may occur, which may result in material delays in the operation of the Resulting Issuer's business. The Resulting Issuer may not successfully address these risks and uncertainties or successfully implement its operating strategies to mitigate the impact of such risks and uncertainties. In the event that the Resulting Issuer fails to do so, such failure could materially harm the Resulting Issuer's business and could result in a material adverse effect on the Resulting Issuer.

Third Party Relationships

From time to time, the Resulting Issuer may enter into further strategic alliances with third parties that the Resulting Issuer believes will complement or augment its business or will have a beneficial impact on the Resulting Issuer. Strategic alliances with third parties could present unforeseen integration obstacles or costs, may not enhance the business of the Resulting Issuer, and may involve risks that could adversely affect the Resulting Issuer, including the risk that significant amounts of management's time may be diverted from operations in order to pursue and complete such transactions or maintain such strategic alliances. Future strategic alliances could result in the Resulting Issuer incurring additional debt, costs and contingent liabilities, and there can be no assurance that future strategic alliances will achieve, or that the Resulting Issuer's existing strategic alliances will continue to achieve, the expected benefits to the Resulting Issuer's business or that the Resulting Issuer will be able to consummate future strategic alliances on satisfactory terms, or at all. Any of the foregoing could have a material adverse effect on the Resulting Issuer.

Volatile Global Financial and Economic Condition

Current global financial and economic conditions remain extremely volatile and unpredictable, which may impact the Resulting Issuer's ability to obtain financing in the future on favourable terms or obtain any financing at all. Additionally, negative global economic conditions may cause a long-term decrease in asset values. If such global volatility and market turmoil recur or continue, the Resulting Issuer's operations and financial condition could be adversely impacted.

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There can be no assurance that an active and liquid market for the Resulting Issuer Units will develop or be maintained, and an investor may find it difficult to resell any securities of the Resulting Issuer.

Disruption of Business

Conditions or events including, but not limited to, those listed below could disrupt the Resulting Issuer's operations and/or increase operating expenses, resulting in delayed performance of contractual obligations or require additional expenditures to be incurred: (i) extraordinary weather conditions or natural disasters including, but not limited to, hurricanes, tornadoes, floods, fires, extreme heat, and earthquakes; (ii) a local, regional, national or international outbreak of a contagious disease, including COVID-19, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu, or any other similar illness could result in a general or acute decline in economic activity (see also, "Public Health Crises" below); (iii) political instability, social or labour unrest, war or terrorism; or (iv) interruptions in the availability of basic commercial and social services and infrastructure including power and water shortages, and shipping and freight forwarding services including via air, sea, rail and road.

Public Health Crises

The Resulting Issuer's business, operations and financial condition could be materially adversely affected by the outbreak of epidemics, pandemics or other health crises beyond its control, including the outbreak of COVID-19. On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a global health emergency. Many governments likewise declared that the COVID-19 outbreak in their jurisdictions constituted an emergency. Reactions to the spread of COVID-19 led to, among other things, significant restrictions on travel, business closures, quarantines and a general reduction in consumer activity. While the restrictions related to COVID-19 have been substantially reversed, there can be no guarantee that restrictions will not be re-instated in the future.

Such public health crises can result in volatility and disruptions in the supply and demand for various products and services, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect interest rates, credit ratings, credit risk and inflation. The risks to the Resulting Issuer of such public health crises also include risks to employee health and safety and a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak. It is possible that COVID-19 may have a material adverse effect on the Resulting Issuer's business, results of operations and financial condition.

Operating Risk and insurance Coverage

The Resulting Issuer has insurance to protect its assets, operations and employees. While the Resulting Issuer believes its insurance coverage addresses all material risks to which it is exposed and is adequate and customary in its current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Resulting Issuer is exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Resulting Issuer's liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Resulting Issuer were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Resulting Issuer were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Applicable Privacy Laws

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The Resulting Issuer will collect and store personal information about its customers and will be responsible for protecting that information from privacy breaches. A privacy breach may occur through procedural or process failure, information technology malfunction, or deliberate unauthorized intrusions. Theft of data for competitive purposes, particularly client lists and preferences, is an ongoing risk whether perpetrated via employee collusion or negligence or through deliberate cyber-attack. Any such theft or privacy breach could have a material adverse effect on the Resulting Issuer.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of DS Lawyers Canada LLP, counsel to the Corporation, the following summary fairly presents, as of the date hereof, the principal Canadian federal income tax consequences generally applicable under the Tax Act to the transactions to be effected pursuant to the Arrangement and the acquisition, holding and disposition of Resulting Issuer Units by a Resulting Issuer Unitholder who acquires Resulting Issuer Units pursuant to the transactions to be effected pursuant to the Arrangement except as provided below. This summary is applicable only to a Resulting Issuer Unitholder who, for purposes of the Tax Act and at all relevant times, is resident in Canada, deals at arm's length with and is not affiliated with Margaux, the Corporation or any person that such Resulting Issuer Unitholder subsequently sells or otherwise transfers Resulting Issuer Units to and holds Resulting Issuer Units as "capital property" (as defined in the Tax Act). Generally, Resulting Issuer Units will be considered to be capital property to a Resulting Issuer Unitholder provided that the Resulting Issuer Unitholder does not hold the Resulting Issuer Units in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. Certain Resulting Issuer Unitholders who might not otherwise be considered to hold their Resulting Issuer Units as capital property may, in certain circumstances, be entitled to make the irrevocable election under subsection 39(4) of the Tax Act to have their Resulting Issuer Units and every other "Canadian security" (as defined in the Tax Act) owned in the taxation year of the election and each subsequent taxation year, deemed to be capital property. Such Resulting Issuer Unitholders should consult their own tax advisors regarding whether such election is available and advisable in their particular circumstances.

This summary is not applicable to a Resulting Issuer Unitholder: (i) that is a "financial institution" for purposes of the "mark-to-market rules" in the Tax Act; (ii) that is a partnership; (iii) an interest in which is a "tax shelter investment"; (iv) that has elected to report its "Canadian tax results" in a currency other than Canadian currency; or (v) that enters into a "derivative forward agreement" in respect of the Resulting Issuer Units (as each of those terms is defined in the Tax Act). Any such Resulting Issuer Unitholders should consult their own tax advisors with respect to an investment in Resulting Issuer Units.

This summary is based upon the facts set out in this Circular, the provisions of the Tax Act in force at the date hereof and counsel's understanding of the current published administrative policies and assessing practices of the CRA. This summary does not take into account or anticipate any changes in law or in the administrative policies and assessing practices of the CRA, whether by legislative, governmental or judicial decision or action, and does not take into account any provincial, territorial or foreign tax legislation or considerations, which may differ significantly from those discussed in this Circular. Modification or amendment of the Tax Act could significantly alter the tax status of Margaux or the tax consequences of investing in Resulting Issuer Units.

This summary will address the principal Canadian federal income tax consequences applicable to a transfer of Odessa Shares to Margaux in exchange for Resulting Issuer Units (the "Exchanged Shares"). The income and other tax consequences of acquiring, holding or disposing of the Exchanged Shares or Resulting Issuer Units will vary depending on the holder's particular circumstances, including the province or provinces in which the holder of the Exchanged Shares or Resulting Issuer Units resides or carries on business. Accordingly, this summary is of a general nature

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only and is not intended to be legal or tax advice to any Odessa Shareholder or prospective holder of Resulting Issuer Units. Investors should consult their own tax advisors with respect to the tax consequences of the Arrangement and the acquiring, holding or disposing of the Resulting Issuer Units based on their particular circumstances.

For the purposes of this summary and the opinion given under the heading "Eligibility for Investment", a reference to the "Margaux" is a reference to Margaux Real Estate Investment Trust only and is not a reference to any of its Subsidiaries or predecessors.

Exchange of Exchanged Shares for Resulting Issuer Units

An Odessa Shareholder who exchanges some or all of its Exchanged Shares for Resulting Issuer Units pursuant to the Arrangement will be considered to have disposed of such Exchanged Shares for proceeds of disposition equal to the aggregate of the fair market value of the Resulting Issuer Units acquired by such Odessa Shareholder on the exchange.

An Odessa Shareholder will realize a "capital gain" (or "capital loss") (as each term is defined in the Tax Act) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the "adjusted cost base" (as defined in the Tax Act) to the holder of the Exchanged Shares. See the subheading below "Certain Canadian Federal Income Tax Considerations - Taxation of Resulting Issuer Unitholders - Capital Gains and Capital Losses".

The cost to a holder of Resulting Issuer Units acquired in exchange for the Exchanged Shares will be the fair market value of such Exchanged Shares at the time of such exchange.

Status of Margaux

Qualification as a Mutual Fund Trust

This summary assumes that Margaux will qualify at all times as a "mutual fund trust" within the meaning of the Tax Act and that Margaux will validly elect under the Tax Act to be a mutual fund trust from the date it was established. An executive officer of Margaux has advised counsel that it intends to ensure that Margaux will meet the requirements necessary for it to qualify as a mutual fund trust upon closing of the Arrangement and at all times thereafter, and to file the election under subsection 132(6.1) of the Tax Act within the prescribed time to be deemed to have been a mutual fund trust from the date it was established. To qualify as a mutual fund trust, Margaux must: (a) be a "unit trust" as defined in the Tax Act; (b) restrict its undertaking to: (i) the investing of its funds in property (other than real property or an interest in real property or an immovable or real right in an immovable); (ii) the acquiring, holding, maintaining, improving, leasing or managing of any real property (or interest in real property, or of any immovable or real right in immovables) that is capital property of Margaux, or (iii) any combination of the activities described in (i) and (ii), and (c) comply on a continuous basis with certain minimum requirements respecting the ownership and dispersal of its Resulting Issuer Units. In the event that Margaux were not to qualify as a mutual fund trust at any particular time, the Canadian federal income tax consequences described below would, in some respects, be materially and adversely different.

SIFT Rules

This summary assumes that Margaux will at no time be a "SIFT trust" as defined in the rules in the Tax Act applicable to "SIFT trusts", "SIFT partnerships" and their investors (the "SIFT Rules"). The SIFT Rules effectively tax certain income of a publicly-traded trust or partnership that is distributed to investors on the same basis as would have applied had the income been earned through a taxable corporation and distributed

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by way of dividend to its shareholders. These rules only apply to "SIFT trusts" and "SIFT partnerships" (each as defined in the Tax Act) and their investors.

Margaux will not be considered to be a SIFT trust in respect of a particular taxation year and, accordingly, will not be subject to the SIFT Rules in that year, if it does not own any "non-portfolio property" and does not carry on business in Canada in that year. The investment guidelines prohibit Margaux from owning any non-portfolio property. Provided Margaux does not own any "non- portfolio property", the SIFT Rules should have no application to Margaux or its Resulting Issuer Unitholders.

If Margaux were to become a SIFT trust, the income tax considerations described below would, in some respects, be materially and adversely different.

Taxation of Margaux

The taxation year of Margaux is the calendar year. Margaux must compute its income or loss for each taxation year as though it were an individual resident in Canada. Margaux's income for purposes of the Tax Act for each taxation year will include, among other things, any net realized taxable capital gains by Margaux in the year and its allocated share of the income of Margaux, as further described below.

For the purposes of the Tax Act, all income of Margaux must be calculated in Canadian currency. Where Margaux (or any of its Subsidiaries) holds investments or incurs indebtedness denominated in foreign currencies, gains or losses may be realized by Margaux (or its Subsidiaries) as a consequence of fluctuations in the relative value of the Canadian and foreign currencies. Margaux may enter into foreign currency swap arrangements. In accordance with the CRA's published administrative practice, gains and losses on currency hedging transactions may be treated as capital gains and capital losses provided there is sufficient linkage. Where Margaux enters into derivative transactions other than those that are on account of capital, including interest rate swaps, gains and losses on such derivatives will be treated as an amount on account of income rather than as capital gains and capital losses.

Margaux may deduct, in computing its income for tax purposes, amounts which are paid or become payable by it to Resulting Issuer Unitholders in such year. An amount will be considered to be payable in a taxation year if it is paid to a Resulting Issuer Unitholder in the year by Margaux or if a Resulting Issuer Unitholder is entitled in the year to enforce payment of the amount. Counsel has been advised by an executive officer of Margaux that the Trustees' current intention is to make payable to Resulting Issuer Unitholders each year sufficient amounts such that Margaux generally will not be liable to pay tax under Part I of the Tax Act. Where Margaux does not have sufficient cash to distribute such amounts in a particular taxation year, Margaux may make one or more in kind distributions in the form of additional Resulting Issuer Units. Income of Margaux payable to the Resulting Issuer Unitholders in the form of additional Resulting Issuer Units generally will be deductible to Margaux in computing its income. In computing its income or loss, Margaux may deduct administrative costs and other expenses of a current nature incurred by it for the purpose of earning income from its business or property, provided such expenses are reasonable and otherwise deductible, subject to the applicable provisions of the Tax Act. Margaux may also deduct any expenses incurred by it in the course of the issuance of its Resulting Issuer Units on a five-year straight line basis (subject to proration for short taxation years).

A distribution by Margaux of its property upon a redemption of Resulting Issuer Units will be treated as a disposition by Margaux of such property for proceeds of disposition equal to the fair market value thereof. Margaux will realize a capital gain (or a capital loss) to the extent that the proceeds from the disposition of the property exceed (or are less than) the adjusted cost base of the relevant property and any reasonable costs of disposition.

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Losses incurred by Margaux cannot be allocated to Resulting Issuer Unitholders but may be deducted by Margaux in future years in accordance with the Contract of Trust and the Tax Act. In the event Margaux would otherwise be liable for tax on its net realized taxable capital gains for a taxation year, it will be entitled for such taxation year to reduce (or receive a refund in respect of) its liability for such tax by an amount determined under the Tax Act based on the redemption of Resulting Issuer Units of Margaux during the year (the "capital gains refund"). In certain circumstances, the capital gains refund in a particular taxation year may not completely offset Margaux's tax liability for the taxation year arising in connection with the transfer of property in specie to redeeming Resulting Issuer Unitholders on the redemption of Resulting Issuer Units. The Contract of Trust provides that the trustees may designate and make payable any income or capital gains realized by Margaux as a result of such redemption to the redeeming Resulting Issuer Unitholder. Such income, or the taxable portion of the capital gain so designated, must be included in the income of the redeeming Resulting Issuer Unitholder (as income or taxable capital gains) and will be deductible by Margaux in computing its income.

Taxation of Resulting Issuer Unitholders

Distributions

Subject to the application of the SIFT Rules discussed above, a Resulting Issuer Unitholder will generally be required to include in income for a particular taxation year the portion of the net income of Margaux for the taxation year ending on or before the particular taxation year-end of the Resulting Issuer Unitholder, including net realized taxable capital gains, that is paid or payable, or deemed to be paid or payable, to the Resulting Issuer Unitholder in the particular taxation year (and that Margaux deducts in computing its income), whether such portion is received in cash, additional Resulting Issuer Units or otherwise.

Provided that the appropriate designations are made by Margaux, such portion of its net taxable capital gains and foreign source income, as the case may be, as is paid or payable to a Resulting Issuer Unitholder will effectively retain its character and be treated as such in the hands of the Resulting Issuer Unitholder for purposes of the Tax Act. The share of the "business-income tax" and "non-business-income tax" of each partner of Margaux paid to a foreign country will be creditable against such partner's Canadian federal income tax liability to the extent permitted by the detailed rules contained in the Tax Act. Although the foreign tax credit provisions are designed to avoid double taxation, the maximum credit is limited. Because of this, and because of timing differences in recognition of expenses and income and other factors, double taxation may arise.

The non-taxable portion of any net capital gains of Margaux that is paid or payable, or deemed to be paid or payable, to a Resulting Issuer Unitholder in a taxation year will not be included in computing the Resulting Issuer Unitholder's income for the year. Any other amount in excess of the net income and net taxable capital gains of Margaux that is paid or payable, or deemed to be paid or payable, by Margaux to a Resulting Issuer Unitholder in a taxation year, should not generally be included in the Resulting Issuer Unitholder's income for the year. A Resulting Issuer Unitholder will be required to reduce the adjusted cost base of its Resulting Issuer Units by the portion of any amount (other than the non-taxable portion of net realized capital gains of Margaux for the year, the taxable portion of which was designated by Margaux in respect of the Resulting Issuer Unitholder) paid or payable to such Resulting Issuer Unitholder that was not included in computing the Resulting Issuer Unitholder's income. To the extent that the adjusted cost base of a Resulting Issuer Unit would otherwise be less than zero, the negative amount will be deemed to be a capital gain realized by the Resulting Issuer Unitholder from the disposition of the Resulting Issuer Unit and will be added to the adjusted cost base of the Resulting Issuer Unit so that the adjusted cost base will be reset to zero. The composition of distributions paid by Margaux, portions of which may be fully or partially taxable or non-taxable, may change over time, affecting the after-tax return to Resulting Issuer Unitholders.

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Disposition of Resulting Issuer Units

On a disposition or deemed disposition of a Resulting Issuer Unit (including a redemption), a Resulting Issuer Unitholder will generally realize a capital gain (or sustain a capital loss) equal to the amount by which the Resulting Issuer Unitholder's "proceeds of disposition" (as defined in the Tax Act) exceed (or are less than) the aggregate of the adjusted cost base of the Resulting Issuer Unit and any reasonable costs of disposition.

For the purpose of determining the adjusted cost base to a Resulting Issuer Unitholder, when a Resulting Issuer Unit is acquired, the cost of the newly-acquired Resulting Issuer Unit will be averaged with the adjusted cost base of all of the Resulting Issuer Units owned by the Resulting Issuer Unitholder as capital property immediately before that acquisition. The adjusted cost base of a Resulting Issuer Unit to a Resulting Issuer Unitholder will include all amounts paid by the Resulting Issuer Unitholder for the Unit, with certain adjustments. The cost to a Resulting Issuer Unitholder of Resulting Issuer Units received in lieu of a cash distribution of income of Margaux will be equal to the amount of such distribution that is satisfied by the issuance of such Resulting Issuer Units.

A redemption of Resulting Issuer Units in consideration for cash or other assets of Margaux will be a disposition of such Resulting Issuer Units for proceeds of disposition equal to such cash or the fair market value of such other assets, as the case may be, less any income or capital gain realized by Margaux in connection with the redemption of those Resulting Issuer Units to the extent that such income or capital gain is designated to the redeeming Resulting Issuer Unitholder. Resulting Issuer Unitholders exercising the right of redemption will consequently realize a capital gain, or sustain a capital loss, depending upon whether the proceeds of disposition received exceed, or are less than, the adjusted cost base of the Resulting Issuer Units redeemed. Where income or capital gain realized by Margaux in connection with the distribution of property in specie on the redemption of Resulting Issuer Units has been designated by Margaux to a redeeming Resulting Issuer Unitholder, the Resulting Issuer Unitholder will be required to include in income the income or taxable portion of the capital gain so designated. The cost of any property distributed in specie by Margaux to a Resulting Issuer Unitholder upon redemption of Resulting Issuer Units will be equal to the fair market value of that property at the time of the distribution. The Resulting Issuer Unitholder will thereafter be required to include in income interest or other income derived from the property, in accordance with the provisions of the Tax Act.

The consolidation of Resulting Issuer Units of Margaux will not be considered to result in a disposition of Resulting Issuer Units by Resulting Issuer Unitholders. The aggregate adjusted cost base to a Resulting Issuer Unitholder of all of the Resulting Issuer Unitholder's Resulting Issuer Units will not change as a result of a consolidation of Resulting Issuer Units; however, the adjusted cost base per Resulting Issuer Unit will increase accordingly.

Capital Gains and Capital Losses

One-half of any capital gain (a "taxable capital gain") realized by a Resulting Issuer Unitholder on a disposition or deemed disposition of Resulting Issuer Units and the amount of any net taxable capital gains designated by Margaux in respect of a Resulting Issuer Unitholder will be included in the Resulting Issuer Unitholder's income as a taxable capital gain. One half of any capital loss (an "allowable capital loss") realized by a Resulting Issuer Unitholder on a disposition or deemed disposition of Resulting Issuer Units will be deducted from taxable capital gains of the Resulting Issuer Unitholder in the year of disposition as an allowable capital loss. Allowable capital losses realized in excess of taxable capital gains in a particular taxation year may generally be deducted against taxable capital gains realized in the three preceding taxation years or in any subsequent taxation year, subject to and in accordance with the provisions of the Tax Act.

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A Resulting Issuer Unitholder that is a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay an additional refundable tax on certain types of income, including taxable capital gains.

Corporate Holders

A Resulting Issuer Unitholder which is a Canadian-controlled private corporation (as defined in the Tax Act) will be subject to a refundable tax in respect of its aggregate investment income for the year, which will include all or substantially all income and capital gains distributed to the Resulting Issuer Unitholder by Margaux and capital gains realized on a disposition of Resulting Issuer Units.

Alternative Minimum Tax

A Resulting Issuer Unitholder may have an increased liability for alternative minimum tax as a result of capital gains realized on a disposition of Resulting Issuer Units and net income of Margaux paid or payable, or deemed to be paid or payable, to the Resulting Issuer Unitholder and that is designated as net taxable capital gains.

Dissenting Shareholders

If a Dissenting Arrangement Shareholder exercises Arrangement Resolution Dissent Rights and receives the fair value for its Odessa Shares from Odessa, such Dissenting Arrangement Shareholder will generally be deemed to have received a taxable dividend from Odessa to the extent, if any, by which the payment received (other than any amount in respect of interest awarded by the court) exceeds the "paid-up capital" (as defined in the Tax Act) of such Odessa Shares, and the balance of the payment (other than any amount in respect of interest awarded by the court) will be received by the Dissenting Arrangement Shareholder as proceeds of disposition of such Odessa Shares. To the extent, if any, that such proceeds of disposition exceed (or are exceeded by) the Dissenting Arrangement Shareholder's adjusted cost base of the Odessa Shares, the Dissenting Arrangement Shareholder will realize a capital gain (or capital loss, as the case may be) that will be subject to the usual rules of the Tax Act applicable to capital gains or losses (as described above). In certain cases, all or part of a deemed dividend received by a Dissenting Arrangement Shareholder that is a corporation may be treated as proceeds of disposition and not as a deemed dividend. Dissenting Arrangement Shareholders should consult their own tax advisors concerning the tax consequences of an exercise of Arrangement Resolution Dissent Rights.

GENERAL MATTERS

SPONSORSHIP

Sponsorship for the Qualifying Transaction is required by Exchange Policy 2.2 unless an exemption or a waiver from the requirements is granted to the Resulting Issuer by the Exchange. The Resulting Issuer has applied for, and the Exchange has provided the Resulting Issuer with, a waiver from the sponsorship requirement in accordance with Exchange Policies.

Neither Odessa nor Margaux has entered into any agreement with any registrant to provide sponsorship or corporate finance services, either now or in the future.

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EXPERTS

MNP LLP, Chartered Accountants is the auditor of Odessa and is independent of Odessa within the meaning of the Code of ethics of chartered professional accountants of Québec.

BDRF CPA Inc. is the auditor for Margaux and is independent of Margaux within the meaning of the Code of ethics of chartered professional accountants of Québec.

No Person or Company whose profession or business gives authority to a statement made by the Person or Company and who is named as having prepared or certified a part of this Circular or as having prepared or certified a report or valuation described or included in this Circular holds any beneficial interest, direct or indirect, in any securities or other property of Odessa, Margaux or the Resulting Issuer or of an Associate or Affiliate of Odessa, Margaux or the Resulting Issuer and no such Person is expected to be elected, appointed or employed as a director, trustee, senior officer or employee of Odessa, Margaux or the Resulting Issuer or of an Associate or Affiliate of Odessa, Margaux or the Resulting Issuer and no such person is a Promoter of Odessa, Margaux or the Resulting Issuer or an Associate or Affiliate of Odessa, Margaux or the Resulting Issuer.

OTHER MATERIAL FACTS

There are no additional material facts about Odessa, Margaux, the Resulting Issuer or the Transaction that are not otherwise disclosed and are necessary in order for the Circular to contain full, true and plain disclosure of all material facts relating to Odessa, Margaux and the Resulting Issuer.

BOARD APPROVAL

The Odessa Board has approved the contents of this Circular and the sending of this Circular. Where information contained in this Circular rests particularly within the knowledge of a Person other than Odessa, Odessa has relied upon information furnished by such Person.

122

APPENDIX "A"
ARRANGEMENT RESOLUTION

BE IT RESOLVED:

The arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act involving Odessa Capital Ltd. (the "Company"), as more particularly described and set forth in the management information circular (the "Circular") of the Company dated December 30, 2024, accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement made as of July 22, 2024 between the Company and Margaux Real Estate Investment Trust (the "Arrangement Agreement")), is hereby authorized, approved and adopted.
The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the "Plan of Arrangement")), the full text of which is set out in Appendix "P" to the Circular, is hereby authorized, approved and adopted.
The (i) Arrangement Agreement and all the transactions contemplated therein, (ii) actions of the directors of the Company in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
The Company be and is hereby authorized to apply for a final order from the Superior Court of Québec (the "Court") to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver for filing with the Registrar under the Business Corporations Act (Alberta), articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination

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to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

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2

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APPENDIX "B"

AUDITED FINANCIAL STATEMENTS OF ODESSA CAPITAL LTD. FOR THE YEAR ENDED DECEMBER 31, 2023

(See attached)

ODESSA CAPITAL LTD.

FINANCIAL STATEMENTS
PERIOD ENDED DECEMBER 31, 2023

	PAGE
STATEMENTS:
Financial Position	1
Loss and Comprehensive Loss	2
Changes in Shareholders' Equity	3
Cash Flows	4
Notes to the Financial Statements	5-9

Independent Auditor's Report

MNP

To the Shareholders of Odessa Capital Ltd.:

Opinion

We have audited the financial statements of Odessa Capital Ltd. (the "Company"), which comprise the statement of financial position as at December 31, 2023, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the period from January 18, 2023 (date of incorporation) to December 31, 2023, and notes to the financial statements, including a summary of material accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023, and its financial performance and its cash flows for the period from January 18, 2023 (date of incorporation) to December 31, 2023, in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.

Other Information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

MNP S.E.N.C.R.L., s.r.l./LLP

1155, boulevard René-Lévesque Ouest, 23e étage, Montréal (Québec) H3B 2K2

1.888.861.9724 Tél. : 514.861.9724 Téléc. : 514.861.9446

MNP.ca

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

MNP

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Walter-Armando Gomez Figueroa.

Montréal, Québec

April 25, 2024

$MNP_{LLP}^{1}$

1 By CPA auditor, public accountancy permit No. A142237

MNP CONSOLIDATED

Page 1

ODESSA CAPITAL LTD.

STATEMENT OF FINANCIAL POSITION

(in Canadian dollars)	December 31, 2023
	$
ASSETS
Current assets
Cash and cash equivalents	1,481,998
Other financial assets	15,547
	1,497,545
LIABILITIES
Current liabilities
Accounts payable and accruals	17,096
SHAREHOLDERS' EQUITY
Share Capital (Note 6)	1,366,285
Contributed Surplus (Note 6)	295,400
Deficit	(181,236)
Total Shareholders' Equity	1,480,449
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	1,497,545

The accompanying notes are an integral part of the financial statements

Statute and nature of activities (Note 1)

Approved by the Board of Directors

(s) Michel Lassonde
MICHEL LASSONDE, Director

(s) André Verrier
ANDRÉ VERRIER, Director

Page 2

ODESSA CAPITAL LTD.

STATEMENT OF LOSS AND COMPREHENSIVE LOSS

FOR THE PERIOD ENDED DECEMBER 31, 2023

(in Canadian dollars)	348 days ended December 31, 2023
	$
Interest income	28,999
EXPENSES
Share-based compensation (note 6)	181,400
Administrative expenses	28,669
Financial expenses	166
	210,235
Net loss and comprehensive loss	(181,236)
Net loss per share attribuable to shareholders - basic and diluted (note 7)	(0.02)

The accompanying notes are an integral part of the financial statements

ODESSA CAPITAL LTD.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE PERIOD ENDED DECEMBER 31, 2023

(in Canadian dollars)

	Deficit	Share Capital (note 6)	Contributed Surplus (note 6)	Total Shareholders' Equity
	$	$	$	$
At incorporation date	-	-	-	-
Changes during the period:
Net loss and comprehensive loss	(181,236)	-	-	(181,236)
Issuance of shares	-	1,750,000	-	1,750,000
Shares issue costs		(383,715)	114,000	(269,715)
Share-based compensation	-	-	181,400	181,400
December 31, 2023	(181,236)	1,366,285	295,400	1,480,449

The accompanying notes are an integral part of the financial statements

Page 3

Page 4

ODESSA CAPITAL LTD.

STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED DECEMBER 31, 2023

(in Canadian dollars)	348 days ended December 31, 2023
	$
OPERATING ACTIVITIES
Net loss for the period	(181,236)
Adjustments
Share-based compensation	181,400
	164
Net change in non-cash working capital items:
Other financial assets	(15,547)
Accounts payable and accruals	17,096
Net cash provided by operating activities	1,713
FINANCING ACTIVITIES
Proceeds received from issuance of shares (note 6)	1,750,000
Shares issue costs paid in cash	(269,715)
Net cash provided by financing activities	1,480,285
Change in cash and cash equivalents	1,481,998
Cash and cash equivalents beginning of the period	-
Cash and cash equivalents end of the period	1,481,998

The accompanying notes are an integral part of the financial statements

ODESSA CAPITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2023
(in Canadian dollars)

STATUTES AND NATURE OF ACTIVITIES

Odessa Capital Ltd. (the "Company") was incorporated pursuant to the provisions of the Business Corporations Act (Alberta) on January 18, 2023. The Company proposes to carry on business as a "Capital Pool Company" ("CPC"), as such term is defined in TSX Venture Exchange Inc. Policy 2.4. The Company's principal purpose is the identification, evaluation and acquisition of assets, properties or businesses subject to the acceptance by the Exchange. The Company's registered and head office address is 800 - 333 7th Avenue S.W., Calgary, Alberta, T2P 2Z1.

These financial statements were approved on April 25, 2024 by the Board of Directors.

BASIS OF PRESENTATION

Statement of compliance

These financial statements are prepared by the Company in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

Basis of presentation

The financial statements have been prepared under the assumption that the Company operates as a going concern and have been prepared under historical cost, except for certain financial instruments measured at fair value, and are presented in Canadian dollars, which is the functional currency of the Company.

Use of estimates and judgments

In preparing the financial statements, management is required to make estimates, exercise judgments and make assumptions on accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results could differ from those estimates.

Fair value of share-based payments

Management estimates the fair value of share-based payments, using various assumptions such as the volatility, common share value, forfeiture rates and discount rates used in the Black-Scholes valuation model. These assumptions are subject to risk, variability, and uncertainty. Any material changes in these assumptions could result in a significant change in the grant date fair value of the share-based payment awards and expenses recognized.

MATERIAL ACCOUNTING POLICIES

Cash and cash equivalents

Cash and cash equivalents is comprised of cash held with a Canadian chartered bank and highly liquid investments with a maturity of three (3) months or less.

Financial assets and liabilities

The financial assets and liabilities are recorded when the Company is contractually engaged to the terms of the financial instrument. Financial assets are classified and measured based on the business model in which assets are managed and their cash flow characteristics. IFRS 9 - Financial instruments classifies and measures financial assets in three categories: amortized cost, fair value through other comprehensive income ("FVOCI") and fair value through profit and loss ("FVTPL"). Financial liabilities are initially measured at fair value, adjusted in certain circumstances for transaction costs. They are subsequently measured at amortized cost using the effective interest method except for financial liabilities measured at FVTPL.

The Company's financial assets consist of cash and cash equivalents and other financial assets. The financial liabilities consist of accounts payable and accruals.

The financial instruments are recorded at fair value based on a fair value hierarchy which establishes the priority of input data used in measurement techniques detailed in IFRS 7 : Financial instruments : disclosures. The hierarchy prioritizes at the highest level quoted data from active markets of similar assets or liabilities (level 1 measurement), and at the lowest level non observable data (level 3 measurement). The three hierarchy levels are the following:

Page 5

ODESSA CAPITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2023
(in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES (continued)

Financial assets and liabilities (continued)

Level 1: This level includes assets and liabilities measured at fair value based on unadjusted quoted prices for identical assets and liabilities in an active market that the Company can access at the measurement date.

Level 2: This level includes measurements that use, either directly or indirectly, observable inputs other than quoted prices included in level 1. Assets and liabilities in this category are measured using models or other standard valuation techniques which use observable market data.

Level 3: The measurements in this level depend upon inputs that are less observable, not available or for which observable inputs do not justify most of the assets and liabilities' fair value.

The Company's financial instruments measured at fair value on the statement of financial position consist of cash and cash equivalents measured at level 1 and other financial assets.

Share-based compensation

The grant date fair value of share-based payment awards granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the period the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. At the end of each reporting period, the Company revises its estimate of the number of awards expected to vest. The impact of the revision of the original estimates, if any, is recognized in the consolidated statements of loss and comprehensive loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity.

Loss per share

Basic loss per share is calculated based on the weighted average number of shares outstanding during the period. The calculation of diluted loss per share reflects the potential issuance of shares following the exercise of options, if dilutive. For the period ended on December 31, 2023, the diluted loss per share is equal to the basic loss per share.

Functional currency

The Company's functional and presentation currency is the Canadian dollar, which represents the currency of the primary economic environment of the Company.

Standards, modifications and future interpretations

At the date of approval of the financial statements, new standards, new modifications and new interpretations of current standards have been issued, but not yet effective. The Company has decided not to apply them earlier. It will apply them when they will become effective.

4. CAPITAL MANAGEMENT

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern and ensure sufficient liquidity in order to complete a Qualifying Transaction so that it can provide adequate returns for shareholders. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital as total

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company.

Page 6

ODESSA CAPITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2023
(in Canadian dollars)

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair values

The Company's financial instruments consist of cash and cash equivalents, other financial assets and accounts payable and accrued liabilities. The fair values of the financial instruments carried at amortized cost approximate their carrying values due to the relatively short-term maturity of these instruments.

In the normal course of business, the Company is exposed to credit risk and liquidity risk. The Company manages these risk exposures on an ongoing basis. Its exposure to risks and how they are managed are described below.

Credit risk

Credit risk is the risk of loss if a third party to a financial instrument fails to meet its commercial obligations. As at December 31, 2023, the Company is not exposed to credit risk as its cash and cash equivalents as well as its other financial assets are held with a reputable bank.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Accounts payable and accrued liabilities generally have contractual maturities of less than 30 days and are subject to normal trade terms. The Company manages liquidity risk by maintaining a positive working capital position and sufficient cash balances to enable settlement of transactions on the due date. The ability to do this relies on the Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

SHARE CAPITAL

Authorised:

An unlimited number of common shares without par value, voting and participating.

An unlimited number of preferred shares without nominal or par value that may be issued in one or more series and the directors are authorized to fix the number of shares in each series and to determine the designation, rights, privileges, restrictions and conditions attached to the shares of each series.

Issued and paid:

	Number #	Price / share $	Value $
Changes during the period:
January 18, 2023	5,000,000	0.05	250,000
August 3, 2023	15,000,000	0.10	1,500,000
Share issue costs			(383,715)
Balance December 31, 2023	20,000,000		1,366,285

On January 18, 2023, the Company issued 5,000,000 common shares under a private placement. The shares were issued at a price of $0.05 per share for total proceeds of $250,000.

On August 3, 2023, the Company issued 15,000,000 common shares under an initial public offering. The shares were issued at a price of $0.10 per share for total proceeds of $1,500,000. Share issue costs amounted to $383,715.

Shares options

Options to directors and officers

On August 3, 2023, the Company granted share options to its officers and directors. The options have a term of 10 years and are redeemable for shares of the Company. 2,000,000 share options were granted by the Company.

Page 7

ODESSA CAPITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2023
(in Canadian dollars)

SHARE CAPITAL (continued)

Share options plan (continued)

Agent's options

The Company also granted share options to the IPO agent representing 10% of the shares issued from the offering. The options have a term of 5 years and are redeemable for shares of the Company. 1 500 000 share options were granted by the Company.

A summary of changes in the Company's share purchase options is detailed as follows:

	Number #	Exercise Price	Expiry Date
Changes during the period:
August 3, 2023	1,500,000	0.10	August 3, 2028
August 3, 2023	2,000,000	0.10	August 3, 2033
Balance December 31, 2023	3,500,000
Balance of vested options	3,500,000

Share-based compensation

The fair value of the options was estimated at grant date using the Black-Scholes option pricing model based on the following assumptions:

| | Date of grant
August 3, 2023 |
| --- | --- |
| Share price ($) | 0.10 |
| Exercise price ($) | 0.10 |
| Expected distribution ($) | 0.0000 |
| Risk-free interest rate (%) | 3.36 |
| Expected annual volatility (%) | 100.00 |
| Expected life (years) | 5,00 - 10,00 |
| Fair value of option ($) | 0.075 - 0.09 |

Under the category of share-based compensation, an expense of $181,400 was recorded in the statement of loss and comprehensive loss and an amount of $114,000 to shares issue costs in respect of the shares options. The total compensation was recorded to contributed surplus.

Loss per share

The shares options are anti dilutive as their exercise price is higher than the average share price.

LOSS PER SHARE

	348 days ended December 31, 2023
Numerator	$
Net loss attributable to shareholders	(181,236)
Adjustment to numerator	-
Diluted net loss after adjustment to numerator	(181,236)
Denominator	#
Weighted average number of shares outstanding - basic	11,484,150
Adjustment to denominator	-
Weighted average number of shares outstanding - diluted	11,484,150
Net loss per share attribuable to shareholders - basic and diluted	$ (0.02)

Page 8

ODESSA CAPITAL LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2023
(in Canadian dollars)

8. RELATED PARTY TRANSACTIONS

Administrative expenses include an amount of $5,000 paid as professional fees to a company controlled by the president.

9. SUBSEQUENT EVENTS

On March 19, 2024, the Company entered into a non-binding letter of intent with Margaux REIT ("Margaux") pursuant to which the Company and Margaux intend to complete a reverse takeover transaction (the "Transaction") to form the resulting issuer ("Newco").

Prior to the completion of the Transaction, Margaux intends to complete a non-brokered private placement offering of up to $3,000,000 (the "Private Placement"). The Private Placement shall be in the form of convertible debentures of Margaux ("Debentures"). The Private Placement will take place concurrently with the Transaction. The maturity date as well as the exercise price on conversion to Margaux's units have not yet been determined.

Pursuant to the proposed Transaction, each issued and outstanding common share of the Company ("Common Shares") will be exchanged into units of Margaux ("REIT Units") on a 1:1 basis (following the Consolidation (defined below)). Additionally, following the Consolidation, it is expected that: (i) the outstanding agent's options will be exchanged for 125,000 replacement agent's options issued by Newco with the same terms as the option exchanged therefor, and (ii) 166,666 unexercised incentive stock options of the Company shall be exchanged for replacement options issued by Newco with the same terms as the option

In connection with the Transaction, it is expected that the outstanding Common Shares and options of the Company will be consolidated on a 12:1 basis prior to the completion of the Transaction (the "Consolidation") and issuance of REIT Units.

Page 9

6445111.16

APPENDIX "C"

MANAGEMENT'S DISCUSSION AND ANALYSIS OF ODESSA CAPITAL LTD. FOR THE YEAR ENDED DECEMBER 31, 2023

(See attached)

ODESSA CAPITAL LTD

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED DECEMBER 31, 2023

MANAGEMENT'S DISCUSSION & ANALYSIS

SCOPE OF ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of Odessa Capital Ltd (“Odessa” or the “Company”) is intended to provide readers with an assessment of performance and summarize the results of operations and financial condition for the period of 3 months and 348 days ended December 31, 2023. It should be read in conjunction with the audited financial statements of the Company for the period ended December 31, 2023. The financial data contained in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”) and all amounts are in Canadian dollars. You will find all copies of Odessa’s recent financial reports on the website SEDAR+ at www.sedarplus.ca.

Dated April 25, 2024, this MD&A reflects all significant information available as of that date and should be read in conjunction with the financial statements and accompanying notes included in this report.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Securities laws encourage companies to present forward-looking information to provide investors with a better understanding of the Company’s future prospects and help them make informed decisions. This MD&A contains forward-looking statements about the Company’s objectives, strategies, financial position, results of operations, cash flows and operations, which are based on management’s current expectations, estimates and assumptions about the markets in which it operates.

Statements based on management’s current expectations contain known and unknown inherent risks and uncertainties. Forward-looking statements may include verbs such as “believe,” “anticipate,” “estimate,” “expect,” “intend” and “assess” or related expressions, used in the affirmative and negative forms. These statements represent the Company’s intentions, plans, expectations or beliefs and are subject to risks, uncertainties and other factors, many of which are beyond the Company’s control. Actual results may vary from expectations. The reader is cautioned not to place undue reliance on any forward-looking statements.

Take note that the forward-looking statements contained in this MD&A describe our expectations as at April 24, 2024.

DESCRIPTIONS OF THE ISSUER’S BUSINESS

Odessa is a Capital Pool Company and was incorporated on January 18, 2023. The Company’s principal purpose is the identification, evaluation and acquisition of assets, properties or businesses or participation therein subject to the approbation of the TSX Venture Exchange. The shares of the Company are quoted on the TSX Venture Exchange using the ticker ALFA.P.

INITIAL PUBLIC OFFERING (“IPO”)

On August 3, 2023, the Company issued 15,000,000 common shares at a price of $0.10 per common share for gross proceeds of $1,500,000. The Company paid a cash commission of $150,000 to the Agent as well as $119,715 of financing fees.

FINANCIAL HIGHLIGHTS

	Three months ended December 31, 2023	348 days ended December 31, 2023
Net loss	$(1 601)	$(181 236)

For its fiscal year, the Company has earned interest income of $28,999. The expenses amounted to $210,235. For the period of 3 months ended December 31, 2023, interest income and expenses amounted to $18,761 and $20,362 respectively.

The interest income was earned on investments in Guaranteed Investment Certificates resulting from proceeds obtained from private placements of common shares of the Company as well as the ones received from the IPO.

The expenses mainly come from the share-based compensation charges of $181,400 following the grant of options of the Company on August 3, 2023. The other expenses include professional fees paid for the provision of accounting and legal services and listing fees.

QUARTERLY FINANCIAL INFORMATION

	2023	2023	2023
	Q4	Q3	Q2
Net loss	(1 601)	(115 760)	(3 875)
Net loss per share – basic	(0.024)	(0.008)	(0.001)
Assets	1 497 545	1 483 279	252 125
Shareholders’ Equity	1 480 449	1 482 050	246 125

CASH FLOWS

	Three months ended December 31, 2023	348 days ended December 31, 2023
Operating activities	$15,170	$1,713
Financing activities	$0	$1,480,285
Change in cash flows	$15,170	$1,481,998
Cash and cash equivalents – beginning of period	$1,466,828	$0
Cash and cash equivalents – end of period	$1,481,998	$1,481,998

Funds provided by the operating activities relate to interest earned on Guaranteed Investment Certificates net of operating expenses. Mostly, they represent payments made for accounting work and listing fees paid for being a publicly traded company.

Funds obtained from the financing activities represent cash obtained from issuances of common shares of the Company as well as from the IPO.

CAPITAL STRUCTURE

The Company is authorized to issue an unlimited number of shares. As at December 31, 2023, 20,000,000 common shares with a value of $1,750,000 are issued and outstanding.

On August 3, 2023, the Company granted 2,000,000 stock options to directors and officers and 1,500,000 stock options to the IPO agent. These options are exercisable for up to five (5) years following the date of grant for the IPO agent and ten (10) years for the directors and officers. They are exercisable at a price of $0.10 per common share. As at December 31, 2023, there are 3,500,000 stock options outstanding.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

The preparation of the Company's financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of certain assets and liabilities at the reporting date and the reported amounts of revenues and expenses during the reporting period.

RISKS AND UNCERTAINTIES

Credit risk. The Company is not exposed to credit risk as its cash and cash equivalents as well as its other financial assets are held with a reputable bank and governments entities.

Liquidity risk. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity risk by maintaining a positive working capital position and sufficient cash balances to enable settlement of transactions on due date.

SUBSEQUENT EVENTS

Prior to the completion of the Transaction, Margaux intends to complete a non-brokered private placement offering of up to $3,000,000 (the "Private Placement"). The Private Placement shall be in the form of convertible debentures of Margaux ("Convertible Debentures"). The Private Placement will take place concurrently with the Transaction. The maturity date as well as the exercise price on conversion to Margaux's units have not yet been determined.

6445111.16

APPENDIX "D"

UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS OF ODESSA CAPITAL LTD.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

(See attached)

ODESSA CAPITAL LTD.

AMENDED CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED
SEPTEMBER 30, 2024 AND 2023

	PAGE
STATEMENTS:
Financial Position	1
Income (Loss) and Comprehensive Income (Loss)	2
Changes in Shareholders' Equity	3
Cash Flows	4
Notes to the Financial Statements	5-8

Notice to Reader

The unaudited condensed interim financial statements for the three and nine month periods ended September 30, 2024 and September 30, 2023 have been re-filed to include changes to the condensed interim statement of financial position, condensed interim statement of income (loss) and comprehensive income (loss), condensed interim statement of changes in shareholders' equity, and condensed interim statement of cash flows due to adjustments in balances of deferred costs, other assets, and accounts payable and accruals, as well as adjustment to administrative expenses. All related note disclosures were updated to include revised balances. The adjustment done was to expense professional fees that had been previously capitalised. Apart from the aforementioned changes, no other changes were made to the information presented in the document.

ODESSA CAPITAL LTD.
STATEMENTS OF FINANCIAL POSITION
(Unaudited)

(in Canadian dollars)

	September 30, 2024	December 31, 2023
	$	$
ASSETS
Current assets
Cash and cash equivalents	1 485 070	1 481 998
Prepaid expenses	2 411	-
Other assets	26 362	15 547
	1 513 843	1 497 545
LIABILITIES
Current liabilities
Accounts payable and accruals	135 254	17 096
SHAREHOLDERS' EQUITY
Share Capital (Note 6)	1 366 285	1 366 285
Contributed Surplus (Note 6)	295 400	295 400
Deficit	(283 096)	(181 236)
Total Shareholders' Equity	1 378 589	1 480 449
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	1 513 843	1 497 545

The accompanying notes are an integral part of the condensed interim financial statements

Statutes and nature of activities (Note 1)

Approved by the Board of Directors

(s) Michel Lassonde
MICHEL LASSONDE, Director

(s) André Verrier
ANDRÉ VERRIER, Director

Page 1

ODESSA CAPITAL LTD.
STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
FOR THE PERIODS ENDED SEPTEMBER 30
(Unaudited)

(in Canadian dollars)	Three months ended September 30		Nine months ended September 30
	2024	2023	2024	2023
	$	$	$	$
Interest income	15 979	8 544	50 882	10 238
EXPENSES
Share-based compensation (Note 6)	-	181 400	-	181 400
Administrative expenses	131 105	2 862	152 626	8 347
Financial expenses	32	42	116	126
	131 137	184 304	152 742	189 873
Net income (loss) and comprehensive income (loss)	(115 158)	(175 760)	(101 860)	(179 635)
Net income (loss) per share attribuable to shareholders - basic and diluted (Note 7)	(0,0058)	(0,0120)	(0,0051)	(0,0212)

The accompanying notes are an integral part of the condensed interim financial statements

ODESSA CAPITAL LTD.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE PERIODS ENDED SEPTEMBER 30
(Unaudited)
(in Canadian dollars)

September 30, 2024

	Deficit	Share Capital (Note 6)	Contributed Surplus (Note 6)	Total Shareholders' Equity
January 1, 2024	$ (181 236)	$ 1 366 285	$ 295 400	$ 1 480 449
Changes during the period: Net income (loss) and comprehensive income (loss)	(101 860)	-	-	(101 860)
September 30, 2024	(283 096)	1 366 285	295 400	1 378 589

September 30, 2023

	Deficit	Share Capital (Note 6)	Contributed Surplus (Note 6)	Total Shareholders' Equity
At incorporation date	$	$	$	$
Changes during the period:	-	-	-	-
Net income (loss) and comprehensive income (loss)	(179 635)	-	-	(179 635)
Issuance of shares	-	1 750 000	-	1 750 000
Shares issue costs		(383 715)	114 000	(269 715)
Share-based compensation	-	-	181 400	181 400
September 30, 2023	(179 635)	1 366 285	295 400	1 482 050

The accompanying notes are an integral part of the condensed interim financial statements

Page 4

ODESSA CAPITAL LTD.

STATEMENTS OF CASH FLOWS

FOR THE PERIODS ENDED SEPTEMBER 30

(Unaudited)

(in Canadian dollars)	2024	2023
	$	$
OPERATING ACTIVITIES
Net income (loss) for the period	(101 860)	(179 635)
Adjustments
Share-based compensation	-	181 400
	(101 860)	1 765
Net change in non-cash working capital items:
Prepaid expenses	(2 411)	-
Other assets	(10 815)	(16 451)
Accounts payable and accruals	118 158	1 229
Net cash from operating activities	3 072	(13 457)
FINANCING ACTIVITIES
Proceeds received from issuance of shares (Note 6)	-	1 750 000
Share issue costs paid in cash	-	(269 715)
Net cash from financing activities	-	1 480 285
Change in cash and cash equivalents	3 072	1 466 828
Cash and cash equivalents beginning of the period	1 481 998	-
Cash and cash equivalents end of the period	1 485 070	1 466 828
The accompanying notes are an integral part of the condensed interim financial statements
Interest income	51 432	2 588
Statutes and nature of activities (Note 1)

ODESSA CAPITAL LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE PERIODS ENDED SEPTEMBER 30, 2024 AND 2023
(Unaudited)
(in Canadian dollars)

STATUTES AND NATURE OF ACTIVITIES

These financial statements were approved on December 3, 2024 by the Board of Directors.

BASIS OF PRESENTATION

Stement of compliance and presentation

These condensed interim financial statements have been prepared in accordance with IAS 34, Interim financial reporting, using accounting policies consistent with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and International Financing Reporting Interpretations Committee ("IFRIC").

These condensed interim financial statements should be read in conjunction with the Company's annual audited financial statements and notes thereto prepared for the period ended December 31, 2023.

These condensed interim financial statements have been prepared in accordance with the following material accounting policies that have been applied consistently to all the periods presented.

Use of estimates and judgments

In preparing the condensed interim financial statements, management is required to make estimates, exercise judgments and make assumptions on accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results could differ from those estimates.

MATERIAL ACCOUNTING POLICIES

The material accounting policies used in preparing these condensed interim financial statements are the same as those disclosed in Note 3 - Material Accounting Policies of the Company's annual audited financial statements for the period ended December 31, 2023.

CAPITAL MANAGEMENT

Page 5

ODESSA CAPITAL LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE PERIODS ENDED SEPTEMBER 30, 2024 AND 2023
(Unaudited)
(in Canadian dollars)

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair values

The Company's financial instruments consist of cash and cash equivalents, other assets and accounts payable and accruals. The fair values of the financial instruments carried at amortized cost approximate their carrying values due to the relatively short-term maturity of these instruments.

Credit risk

Credit risk is the risk of loss if a third party to a financial instrument fails to meet its commercial obligations. As at September 30, 2024, the Company is not exposed to credit risk as its cash and cash equivalents as well as its other assets are held with a reputable bank.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Accounts payable and accruals generally have contractual maturities of less than 30 days and are subject to normal trade terms. The Company manages liquidity risk by maintaining a positive working capital position and sufficient cash balances to enable settlement of transactions on the due date. The ability to do this relies on the Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

SHARE CAPITAL

Authorised:

An unlimited number of common shares without par value, voting and participating.

Issued and paid:

	Number #	Price / share $	Value $
Balance at incorporation date	-	-	-
Changes during the period 2023:
Shares issued on January 18, 2023	5 000 000	0.05	250 000
Shares issued on August 3, 2023	15 000 000	0.10	1 500 000
Share issue costs			(383 715)
Balance December 31, 2023 and September 30, 2024	20 000 000		1 366 285

On January 18, 2023, the Company issued 5,000,000 common shares under a private placement. The shares were issued at a price of $0.05 per share for total proceeds of $250,000.

On August 3, 2023, the Company issued 15,000,000 common shares under an initial public offering ("IPO"). The shares were issued at a price of $0.10 per share for total proceeds of $1,500,000. Share issue costs amounted to $383,715.

Page 6

ODESSA CAPITAL LTD.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE PERIODS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited)

(in Canadian dollars)

6. SHARE CAPITAL (continued)

Share options plan

Options to directors and officers

On August 3, 2023, the Company granted share options to its officers and directors. The options have a term of 10 years and are exercisable for shares of the Company. 2,000,000 shares options were granted by the Company.

Agent's options

The Company also granted share options to the IPO agent representing 10% of the shares issued from the offering. The options have a term of 5 years and are exercisable for shares of the Company. 1,500,000 share options were granted by the Company.

A summary of changes in the Company's share purchase options is detailed as follows:

| | Number

| Exercise

Price
$ | Expiry
Date |
| --- | --- | --- | --- |
| Balance at incorporation date | - | - | |
| Changes during the year 2023: | | | |
| Options granted on August 3, 2023 | 1 500 000 | 0.10 | August 3, 2028 |
| Options granted on August 3, 2023 | 2 000 000 | 0.10 | August 3, 2033 |
| Balance of vested options at December 31, 2023 | 3 500 000 | 0.10 | |
| Changes during the period 2024: | | | |
| Options cancelled on September 30, 2024 | (600 000) | 0.10 | August 3, 2033 |
| Balance of vested options at September 30, 2024 | 2 900 000 | 0.10 | |

During the period ended September 30, 2024, the Company has cancelled 600,000 options following the resignation of officers who have not exercised their options within the allocated period of time following a resignation. There was no impact on share-based compensation as a result of the cancellation because the options vested on issuance.

Share-based compensation

The fair value of the options was estimated at grant date using the Black-Scholes option pricing model based on the following assumptions:

	Date of grant
	August 3, 2023
Share price ($)	0.10
Exercise price ($)	0.10
Expected distribution ($)	0,0000
Risk-free interest rate (%)	3.36
Expected annual volatility (%)	100.00
Expected life (years)	5.00 - 10.00
Fair value of option ($)	0.075 - 0.09

Under the category of share-based compensation, an expense of $181,400 was recorded in the statement of income (loss) and comprehensive income (loss) of the period ended September 30, 2023 and an amount of $114,000 to shares issue costs in respect of the shares options. The total compensation was recorded to contributed surplus.

Income (loss) per share

The shares options are anti dilutive as their exercise price is higher than the average share price.

Page 7

ODESSA CAPITAL LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE PERIODS ENDED SEPTEMBER 30, 2024 AND 2023
(Unaudited)
(in Canadian dollars)

INCOME (LOSS) PER SHARE

	Three months ended September 30		Nine months ended September 30
	2024	2023	2024	2023
Numerator	$	$	$	$
Net income (loss) attributable to shareholders	(115 158)	(175 760)	(101 860)	(179 635)
Adjustment to numerator	-	-	-	-
Diluted net income (loss) after adjustment	(115 158)	(175 760)	(101 860)	(179 635)
Denominator	#	#	#	#
Weighted average number of shares outstanding - basic	20 000 000	14 619 565	20 000 000	8 457 031
Adjustment to denominator	-	-	-	-
Weighted average number of shares outstanding - diluted	20 000 000	14 619 565	20 000 000	8 457 031
	$	$	$	$
Net income (loss) per share attributable to shareholders - basic and diluted	(0,0058)	(0,0120)	(0,0051)	(0,0212)

RELATED PARTY TRANSACTIONS

Officers and Directors expenses

For the three-month and nine-month periods ended September 30, 2024, the administrative expenses include an amount of $3,000 (2023: $0) and $9,000 (2023: $0) paid to a company controlled by the president. An amount of $1,150 was payable at September 30, 2024 ($0 at December 31, 2023).

COMMITMENTS

On July 22, 2024, the Company signed an arrangement agreement with Margaux REIT ("Margaux") pursuant to which the Company and Margaux intend to complete a reverse takeover transaction (the "Transaction") whereby Margaux will acquire all of the issued and outstanding common shares of Odessa. This operation will constitute the qualifying transaction of Odessa.

Concurrently with the Transaction, Margaux intends to complete a non-brokered private placement offering between $1,000,000 and $3,000,000 (the "Private Placement").

Pursuant to the proposed Transaction, each issued and outstanding common share of the Company ("Common Shares") will be exchanged into units of Margaux ("REIT Units") on a 1:1 basis (following the Consolidation (defined below)). Additionally, following the Consolidation explained below, it is expected that: (i) the outstanding agent's options will be exchanged for 125,000 replacement agent's options issued by Newco with the same terms as the option exchanged therefore, and (ii) 116,667 unexercised incentive stock options of the Company shall be exchanged for replacement options issued by Newco with the same terms as the option exchanged therefore.

Page 8

6445111.16

APPENDIX "E"

MANAGEMENT'S DISCUSSION AND ANALYSIS OF ODESSA CAPITAL LTD. FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

(See attached)

ODESSA CAPITAL LTD.
AMENDED MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE PERIODS ENDED
SEPTEMBER 30, 2024 AND 2023

Notice to Reader

The Management's Discussion & Analysis of Odessa Capital Ltd. for the periods ended September 30, 2024 and September 30, 2023 have been re-filed to include changes to the condensed interim statement of financial position, condensed interim statement of income (loss) and comprehensive income (loss), condensed interim statement of changes in shareholders' equity, and condensed interim statement of cash flows due to adjustments in balances of deferred costs, other assets, and accounts payable and accruals, as well as adjustment to administrative expenses. All related note disclosures were updated to include revised balances. The adjustment done was to expense professional fees that had been previously capitalised. Apart from the aforementioned changes, no other changes were made to the information presented in the document.

MANAGEMENT'S DISCUSSION & ANALYSIS

SCOPE OF ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of Odessa Capital Ltd. (“Odessa” or the “Company”) is intended to provide readers with an assessment of performance and summarize the results of operations and financial condition for the three-month and nine-month periods ended September 30, 2024 and 2023. It should be read in conjunction with the condensed unaudited interim financial statements of the Company of September 30, 2024 and the audited financial statements for the period ended December 31, 2023. The financial data contained in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”) and all amounts are in Canadian dollars. You will find all copies of Odessa’s recent financial reports on the website SEDAR+ at www.sedarplus.ca.

Dated November 25, 2024, this MD&A reflects all significant information available as of that date.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Take note that the forward-looking statements contained in this MD&A describe our expectations as at November 25, 2024.

DESCRIPTIONS OF THE ISSUER’S BUSINESS

MAJOR EVENTS

FINANCIAL INFORMATION

	3 month		9 month
	2024	2023	2024	2023
Net income (loss)	(115,158)	(175,760)	(101,860)	(179,635)

OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2024

The Company has earned interest income of $15,979 and $8,544 for the quarters indicated above. The expenses amounted to $131,137 and $184,304 for which an amount of $181,400 was recorded under Share-based compensation expense following the grant of share options on August 3, 2023.

The interest income was earned on investments in Guaranteed Investment Certificates of proceeds obtained from private placements of common shares of the Company as well as the ones received from the IPO.

The expenses of the quarter of September 30, 2024 include professional fees paid for the preparation of accounting documents and listing fees paid for being a publicly traded company.

OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30, 2024

The Company has earned interest income of $50,882 and $10,238 for the periods indicated above. The expenses amounted to $152,742 and $189,873 for which an amount of $181,400 was recorded under Share-based compensation expense following the grant of share options on August 3, 2023.

The expenses of the period of September 30, 2024 include professional fees paid for the preparation of accounting documents and listing fees paid for being a publicly traded company.

QUARTERLY FINANCIAL INFORMATION

	2024	2024	2024	2023	2023	2023
	Q3	Q2	Q1	Q4	Q3	Q2
Net income (loss)	(115,158)	6,369	6,929	(181,236)	(175,760)	(3,875)
Net income (loss)
Per share – basic and diluted	(0.0058)	0.0003	0.0003	(0.016)	(0.012)	(0.001)
Assets	1,513,843	1,501,053	1,502,581	1,497,545	1,483,279	252,125
Shareholders’ Equity	1,378,589	1,493,747	1,487,378	1,480,449	1,482,050	246,125

CASH FLOWS

	9 month
	2024	2023
Operating activities	3,072	(13,457)
Financing activities	-	1,480,285
Change in cash flows	3,072	1,466,828
Cash and cash equivalents beginning of period	1,481,998	-
Cash and cash equivalents end of period	1,485,070	1,466,828

Funds obtained (used) from the operating activities concern interests received on investments and amounts spent by the Company for professional fees and listing fees.

Funds obtained from the financing activities represent cash obtained from issuances of common shares of the Company.

CAPITAL STRUCTURE

The Company is authorized to issue an unlimited number of shares. As at September 30, 2024, 20,000,000 common shares with an issued value of $1,750,000 are issued and outstanding.

On August 3, 2023, the Company granted 2,000,000 share options (“Options”) to directors and officers and 1,500,000 Options to the IPO agent. These Options are exercisable for up to five (5) years following the date of grant for the IPO agent and ten (10) years for the directors and officers. They are exercisable at a price of $0.10 per common share. During the period ended September 30, 2024, the Company has cancelled 600,000 options following the resignation of officers who have not exercised their options within the allocated period of time following a resignation. As at September 30, 2024, there are 2,900,000 Options outstanding.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of certain assets and liabilities at the reporting date and the reported amounts of revenues and expenses during the reporting period.

RISKS AND UNCERTAINTIES

Credit risk. The Company is not exposed to credit risk as its cash and cash equivalents as well as its other financial assets are held with a reputable bank and governments entities..

Liquidity risk. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity risk by maintaining a positive working capital position and sufficient cash balances to enable settlement of transactions on due date.

RELATED PARTY TRANSACTIONS

For the period of 9 months ended September 30, 2024, the administrative expenses include an amount of $9,000 (2023: $0) paid to a company controlled by the president.

COMMITMENTS

Concurrently with the Transaction, Margaux intends to complete a non-brokered private placement offering between $1,000,000 and $3,000,000 (the "Private Placement").

Pursuant to the proposed Transaction, each issued and outstanding common share of the Company ("Common Shares") will be exchanged into units of Margaux ("REIT Units") on a 1:1 basis (following the Consolidation (defined below)). Additionally, following the Consolidation, it is expected that: (i) the outstanding agent's options will be exchanged for 125,000 replacement agent's options issued by Newco with the same terms as the option exchanged therefore, and (ii) 116,667 unexercised incentive stock options of the Company shall be exchanged for replacement options issued by Newco with the same terms as the option exchanged therefore.

6445111.16

APPENDIX "F"

AUDITED FINANCIAL STATEMENTS OF MARGAUX REAL ESTATE INVESTMENT TRUST FOR THE YEARS ENDED DECEMBER, 2023 AND 2022

(See attached)

MARGAUX REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2023 AND 2022

	PAGE
CONSOLIDATED FINANCIAL STATEMENTS:
INDEPENDENT AUDITOR'S REPORT
Financial Position	1
Income and Comprehensive income	2
Changes in Equity	3
Cash Flows	4
Notes to Consolidated financial statements	5-17

BDRF CPA INC.
Page 1

INDEPENDENT AUDITOR'S REPORT

To the Trustees of
Margaux Real Estate Investment Trust

Opinion

We have audited the consolidated financial statements of Margaux Real Estate Investment Trust and its subsidiaries (the Trust), which comprise the consolidated statements of financial position as at December 31, 2023 and December 31, 2022, and the consolidated statements of income and comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy informations.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Trust as at December 31, 2023 and December 31, 2022, and the results of its consolidated operations and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Trust in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter – Consolidated Financial Statements

We draw attention to Note 5 to the consolidated financial statements, which describes that the consolidated financial statements that we originally reported on June 27, 2024 have been amended and describes the matter that gave rise to the amendment of the consolidated financial statements. Our opinion is not modified in respect of this matter.

services.com
SERVICES
BDRF CPA Inc.
7450, boulevard Les Galeries d'Anjou, bureau 560, Montréal (Québec) H1M 3M3
514 287-1622 | www.bdrf-cpa.ca

Page 2

BDRF CPA INC.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Trust's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Trust's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Page 3

BDRF CPA INC.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Trust to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Trust to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

BDRF CPA

BDRF CPA Inc.

Montréal, December 23, 2024

1 By CPA auditor, public accountancy permit No. A125104

MARGAUX REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT DECEMBER 31

| (in canadian dollars) | 2023
(restated) | 2022
(restated) | 2021
(restated) |
| --- | --- | --- | --- |
| | $ | $ | $ |
| ASSETS | | | |
| NON-CURRENT ASSETS | | | |
| Real estate and equipments (note 7) | 6 132 188 | 3 137 194 | 1 450 000 |
| Intangible assets (note 8) | 593 662 | 422 168 | 155 395 |
| Other financial assets | 14 959 | 19 959 | - |
| | 6 740 809 | 3 579 321 | 1 605 395 |
| CURRENT ASSETS | | | |
| Cash | 118 784 | 1 396 922 | 1 387 316 |
| Term deposit, 5.10% maturing on January 10, 2024 | 400 000 | - | - |
| Other current assets | 37 105 | 26 932 | 3 532 |
| | 555 889 | 1 423 854 | 1 390 848 |
| | 7 296 698 | 5 003 175 | 2 996 243 |
| LIABILITIES | | | |
| NON-CURRENT LIABILITIES | | | |
| Mortgages (note 9) | 1 624 199 | 295 000 | 400 000 |
| Sales price balance (note 10) | 300 000 | 200 000 | - |
| Contingent payment liability (note 6) | 110 000 | - | - |
| Unit-based compensation | 694 000 | 552 000 | 266 000 |
| | 2 728 199 | 1 047 000 | 666 000 |
| CURRENT LIABILITIES | | | |
| Accounts payable (note 11) | 178 175 | 49 465 | 10 913 |
| Current portion of mortgages and sales price balance (notes 9 and 10) | 339 453 | - | - |
| | 517 628 | 49 465 | 10 913 |
| TOTAL LIABILITIES | 3 245 827 | 1 096 465 | 676 913 |
| EQUITY | | | |
| Uniholders' equity | 4 050 871 | 3 906 710 | 2 319 330 |
| TOTAL LIABILITIES AND EQUITY | 7 296 698 | 5 003 175 | 2 996 243 |

The accompanying notes are an integral part of the amended and restated consolidated financial statements

Approved by the Board of Trustees:

(s) Michel Lassonde

MICHEL LASSONDE, Trustee

(s) André Verrier

ANDRÉ VERRIER, Trustee

MARGAUX REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31

(in canadian dollars)

| | 2023
$ | 2022
$ |
| --- | --- | --- |
| INCOME | | |
| Storage facility services | 414 766 | 122 175 |
| Operating costs | (144 932) | (47 533) |
| Net operating income | 269 834 | 74 642 |
| Acquisition costs | (67 731) | (49 449) |
| Gain on bargain purchase (note 6) | 290 000 | - |
| | 492 103 | 25 193 |
| EXPENSES | | |
| Unit-based compensation (note 12) | 142 000 | 286 000 |
| Administrative expenses | 80 400 | 60 425 |
| Financial expenses (note 13) | 88 546 | 7 455 |
| Amortization of real estate and equipments (note 7) | 205 798 | 57 806 |
| Amortization of intangible assets (note 8) | 138 098 | 33 227 |
| | 654 842 | 444 913 |
| NET LOSS AND COMPREHENSIVE INCOME | (162 739) | (419 720) |

The accompanying notes are an integral part of the amended and restated consolidated financial statements

MARGAUX REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31

(in canadian dollars)

2023

	Retained Earnings (deficit)	Trust Units (note 12)	Total Equity
January 1, 2023 stated
Change in accounting policies and correction of errors (note 5)	$
(276 706)	$
4 007 100	$
3 730 394
	176 316	-	176 316
January 1, 2023 restated
Changes during the year
Net loss and comprehensive income
Issuance of units	(100 390)	4 007 100	3 906 710
	(162 739)	-	(162 739)
	-	306 900	306 900
December 31, 2023	(263 129)	4 314 000	4 050 871

2022

	Retained Earnings (deficit)	Trust Units (note 12)	Total Equity
January 1, 2022 stated
Correction of errors (note 5)	$
(108 410)	$
2 000 000	$
1 891 590
	427 740	-	427 740
January 1, 2022 restated
Changes during the year
Net loss and comprehensive income (restated) (note 5)
Issuance of units	319 330	2 000 000	2 319 330
	(419 720)	-	(419 720)
	-	2 007 100	2 007 100
December 31, 2022 restated	(100 390)	4 007 100	3 906 710

The accompanying notes are an integral part of the amended and restated consolidated financial statements

Page 3

MARGAUX REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31

(in canadian dollars)	2023	2022
	$	$
OPERATING ACTIVITIES
Net loss	(162 739)	(419 720)
Adjustments :
Gain on bargain purchase	(290 000)	-
Unit-based compensation	142 000	286 000
Administrative expenses	6 900	2 100
Amortization of real estate and equipments	205 798	57 806
Amortization of intangible assets	138 098	33 227
	40 057	(40 587)
Net change in non-cash asset and liability items (note 14)	76 730	(4 807)
	116 787	(45 394)
INVESTING ACTIVITIES
Acquisition of real estate and equipments	(53 985)	(70 000)
Acquisition of intangible assets	(9 592)	-
Cash paid in business combinations	(900 000)	(1 775 000)
	(963 577)	(1 845 000)
FINANCING ACTIVITIES
Issuance of units	-	1 900 000
Mortgages:
Gross mortgage refund	(31 348)	-
	(31 348)	1 900 000
Increase (Decrease) in cash and cash equivalents	(878 138)	9 606
Cash and cash equivalents beginning of the year (note 14)	1 396 922	1 387 316
Cash and cash equivalents end of the year (note 14)	518 784	1 396 922
The accompanying notes are an integral part of the amended and restated consolidated financial statements
Interest received	15 812	18 260
Interest paid	68 864	-

Page 4

MARGAUX REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
(in canadian dollars)

STATUTES AND NATURE OF ACTIVITIES

Margaux real estate investment trust (the "Trust") is an unincorporated open-ended real estate investment trust formed on October 29, 2021 under the laws of the province of Quebec.

The Trust, through its subsidiaries, provides short-term storage facility services. Its head office is located at 180 chemin Des Patriotes Sud, Mont Saint-Hilaire, Quebec, J3H 5J3.

Storage facility services are the sole segment of operations of the Trust.

These consolidated financial statements were approved on December 19, 2024 by the Board of Trustees.

BASIS OF PREPARATION

Statement of compliance

The consolidated financial statements of Margaux real estate investment trust and its subsidiaries comply with the International Financial Reporting Standards ("IFRS").

Basis of presentation

The consolidated financial statements have been prepared on a cost basis except for the following items of the consolidated statement of financial position which are valued at fair value:

Unit-based compensation
Contingent payment liability

The consolidated financial statements are presented in canadian dollars, which is the functional currency of the Trust.

ACCOUNTING ESTIMATES AND JUDGMENTS

In preparing the Trust's consolidated financial statements, management is required to make estimates, exercise judgments and make assumptions that affect the reported amounts of assets, liabilities, income and expenses. Actual results could differ from those estimates.

The key judgments and major assumptions made by management in the preparation of the consolidated financial statements are as follows:

Judgments

Nature of acquisitions

At the time of an acquisition, the Trust examines if the transaction represents a business combination or an acquisition of assets and liabilities. To determine if the Trust's acquisition represents a business combination rather than an asset acquisition, the Trust examines if it has purchased a business which consists of inputs and processes applied to those inputs that have the ability to create outputs. The factors the Trust considers are as follows:

1) Whether the Trust has acquired a single asset or group of assets;
2) Whether the Trust has taken on the management of personnel;
3) Whether the Trust has acquired an operational platform.

Acquisitions that represent business combinations are recorded in accordance with IFRS 3 "Business Combinations." Acquisitions that do not correspond to business combinations are recorded as acquisitions of assets and liabilities based upon their respective fair value.

Estimates

Real estate

The useful life and the residual value of the real estate are estimates and judgments made by the Trust.

Business combinations

To determine the fair value of assets acquired and liabilities assumed, the Trust uses valuation models like future cash flows, discount rates, that include estimates.

Page 5

MARGAUX REAL ESTATE INVESTMENT TRUST AMENDED AND RESTATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022

(in canadian dollars)

3. ACCOUNTING ESTIMATES AND JUDGMENTS (continued)

Contingent payment liability

The Trust has estimated the future potential payment payable as well as the discount rate.

Unit-based compensation

The fair value of unit-based compensation recognized on the consolidated statement of financial position is estimated using the Black-Scholes pricing model as the fair value cannot be derived from active markets. The estimates used are the average expected life, the average expected annual volatility rate and the average risk-free interest rate.

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Trust and its subsidiaries. Subsidiaries are entities over which the Trust exercises control. The Trust determines an existence of control when it has decision power over the subsidiary and has the ability to use this power to affect returns. The financial statements of subsidiaries are included in the consolidated financial statements from the date control arises.

Name	Ownership
9451-8305 Québec Inc.	100%
Self Storage Drummond L.P.	100%
Cowansville Self Storage L.P.	100%
Alpha Roxton Pond L.P.	100%

Business combinations

Business combinations are recorded based on the acquisition method where assets acquired as well as liabilities assumed are measured at their fair value at the time of acquisition ("net assets"). If the consideration paid is greater than the fair value of net assets, the excess is recorded as goodwill. If the consideration paid is less, the difference is directly recorded to the statement of income and comprehensive income. Results of operation of an acquired business are included in the Trust's consolidated financial statements from the date of the business acquisition. Business acquisition and integration costs are expensed as incurred and disclosed as acquisition costs to the statement of income and comprehensive income.

Real estate and equipments

Real estate and equipments represent assets used to earn storage revenues. They are recorded at historical cost and amortized over their estimated useful life. Historical cost includes all disbursements directly attributable to the acquisition of the asset. The method and rates of amortization is as follows:

Buildings	Declining balance	4%
Leasehold improvements	Declining balance	20%
Parking	Declining balance	8%
Equipments	Declining balance	20%

Subsequent costs are added to the asset's carrying value if the future economic benefits flow to the Trust and costs can be measured correctly. Amortization is taken when the asset is ready for use.

Intangible assets

Intangible assets with a determinate life are recorded at historical cost and amortized over their estimated useful life. Historical cost includes all disbursements directly attributable to the acquisition of the asset. The method and rates of amortization is as follows:

Software	Straight-line	3 years
Tenants' list	Straight-line	3-10 years

Cash and cash equivalents

Cash and highly liquid investments with a maturity of three (3) months or less from the date of acquisition are classified as cash and cash equivalents.

Trust units

The Trust units are redeemable upon unitholders demand and are therefore puttable instruments that are considered as financial liabilities. However, they meet certain conditions under IAS 32 that allow puttable instruments to be presented as equity.

Page 6

MARGAUX REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
(in canadian dollars)

SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

Financial instruments

Financial assets and liabilities
On initial recognition, all financial assets and liabilities are measured at fair value. Subsequently they are measured following their classification.

Financial assets
For subsequent measurement, there are two measurement categories into which the Trust classifies its financial assets.
a) Amortized cost: Assets that are held for collection of contractual cash flows where they represent solely payments of principal and interest.
b) FVTPL (fair value through profit or loss): Assets that do not meet the criteria of amortized cost.

Cash, term deposit and other financial assets are classified as amortized cost.

Financial liabilities
Financial liabilities are subsequently measured at amortized cost using the effective interest method, except for financial liabilities at FVTPL. Interest expense from financial liabilities classified as amortized cost is included in financial expenses using the effective interest rate method.

Accounts payable, mortgages and sales price balance are classified as amortized cost.

Contingent payment liability is classified as FVTPL.

Fair value measurement
Level 1: This level includes assets and liabilities measured at fair value based on unadjusted quoted price for identical assets and liabilities in an active market that the Trust can access at the measurement date. As at December 31, 2023, no asset and/or liability is valued upon level 1.

Level 3: The measurements in this level depend upon inputs that are less observable, not available or for which observable inputs do not justify most of the assets and liabilities' fair value. As at December 31, 2023, the contingent payment liability and the unit-based compensation represent the assets and/or liabilities valued upon level 3.

Revenue recognition
The revenues from storage facility services include payments received from users under service contracts determined under IFRS 16 "Leases". The service contracts are on a month-to-month basis and can be terminated by the users without penalties or obligations upon vacating the storage room. Storage facility services revenue are recorded as per the service contracts and starts when the tenant has the right to use the rental spacing area. The non refundable deposits obtained at the signature of all new contracts are recorded similarly. Interest revenue are recorded when earned.

Leases
The existing service contracts of the storage properties are considered as operating leases as the Trust substantially retains all risks and benefits of ownership of these properties.

Unit-based compensation
The Trust uses the fair value-based method of accounting for its unit-based compensation under which compensation expense is measured at fair value at the grant date and at the end of each reporting period. The Trust's units are redeemable at the option of the holder and, therefore, are classified as financial liabilities. The conditions under IAS 32 that allow certain puttable instruments to be presented as equity do not apply to unit-based compensation under IFRS 2. Accordingly, the unit-based compensation is measured at fair value and the change in the fair value is recognized to income.

■ Page 7 ■

MARGAUX REAL ESTATE INVESTMENT TRUST AMENDED AND RESTATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022

(in canadian dollars)

5. CHANGE IN ACCOUNTING POLICIES AND CORRECTION OF ERRORS

During the year, the Trust has determined that its previous acquisitions were more acquisitions of businesses rather than acquisitions of assets. The nature, depth and extent of the operations and acquired assets made management realized that the Trust acquired a business rather than an asset. The Trust has then adjusted the recording of its acquisitions by applying IFRS 3 "Business combinations". This correction of errors was applied retrospectively for the acquisitions of Drummondville in 2021 and Cowansville in 2022 (note 6). For Drummondville, the correction of errors affected the opening balance of retained earnings of January 1, 2022 by an increase of $590,560, representing the gain on bargain purchase of $600,000 reduced by acquisition costs of $9,440. For Cowansville, the correction of errors affected the income of 2022 by $49,449 which represents the acquisition costs incurred in the acquisition. The effect of this correction of errors on the presented numbers are shown in the following table:

	Previously Presented	Presented	Restatement
Drummondville
Investment properties	859 440	-	(859 440)
Land & buildings	-	1 425 000	1 425 000
Parking	-	25 000	25 000
Retained earnings - balance January 1, 2022	(108 410)	482 150	590 560
Cowansville
Investment properties	1 600 551	-	(1 600 551)
Land & buildings	-	1 300 000	1 300 000
Parking	-	350 000	350 000
Equipments	-	25 000	25 000
Tenants' list	325 000	300 000	(25 000)
Acquisition costs	-	49 449	(49 449)

The Trust has also determined that the expected annual volatility used to calculate the Unit-based compensation expense was not representative with companies in the same line of business. The Trust has compared expected volatility of similar companies for which shares and options are traded and has concluded to change the percentage of volatility used in the financial statements. The Trust has changed the percentage of volatility from 5% to 28%. This correction of errors was applied retrospectively. The effect of this correction of errors on the presented numbers are shown in the following table:

	Previously
	Presented	Presented	Restatement
Retained earnings - balance January 1, 2022	(108 410)	(271 230)	(162 820)
Unit-based compensation expense - December 31, 2022	258 820	286 000	(27 180)
Unit-based compensation liability - December 31, 2021	103 180	266 000	162 820
Unit-based compensation liability - December 31, 2022	362 000	552 000	190 000

Furthermore management has determined that the Trust operations were more storage facility services rather than rental revenues from investment properties. The services included in the contracts, their short maturity, the almost non existent responsibility of users; these factors were more associated to service revenue rather than rental income. The Trust has then changed its accounting policies and applied IAS 16 "Property, plant and equipment" rather than IAS 40 "Investment property" to record and value the acquired property assets. The assets are now amortized over their estimated useful lives. This change in accounting policies was applied retrospectively for the acquisitions of Drummondville and Cowansville. The effects of this change on the presented amounts are shown in the following table.

Page 8

MARGAUX REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
(in canadian dollars)

CHANGE IN ACCOUNTING POLICIES AND CORRECTION OF ERRORS (continued)

	Previously Presented	Presented	Restatement
Drummondville
Gain in fair value on investment properties	171 560	-	(171 560)
Amortization of real estate and equipments	-	17 806	(17 806)
Amortization of intangible assets	51 798	23 227	28 571
Total adjustment to income and comprehensive income (December 31, 2022)			(160 795)
Accumulated amortization of Land & buildings	-	15 806	15 806
Accumulated amortization of Parking	-	2 000	2 000
Accumulated amortization of Tenants' list	51 798	23 227	(28 571)
Cowansville
Amortization of real estate and equipments	-	40 000	(40 000)
Amortization of intangible assets	36 000	10 000	26 000
Total adjustment to income and comprehensive income (December 31, 2022)			(14 000)
Accumulated amortization of Land & buildings	-	23 500	23 500
Accumulated amortization of Parking	-	14 000	14 000
Accumulated amortization of Equipments	-	2 500	2 500
Accumulated amortization of Tenants' list	36 000	10 000	(26 000)

BUSINESS ACQUISITIONS

	2023	2022	2021
	$	$	$
Real estate	3 087 500	1 650 000	1 450 000
Equipments	12 500	25 000	-
Tenants' list	300 000	300 000	150 000
Gain on bargain purchase	(290 000)	-	(600 000)
Net assets acquired	3 110 000	1 975 000	1 000 000
Consideration paid:
Cash	900 000	1 775 000	200 000
Sales price balance	300 000	200 000	-
Mortgage	1 500 000	-	400 000
Contingent payment liability	110 000	-	-
Issuance of trust units	300 000	-	400 000
Total consideration paid	3 110 000	1 975 000	1 000 000

On December 22, 2021, the Trust acquired a real estate property located in the region of Drummondville (Qc) and a tenants' list of an aggregate fair value of $1,600,000 for a consideration of $1,000,000. The gain on bargain purchase of $600,000 was recorded to income. This acquisition was made at arm's length with a company controlled by a unitholder. The seller accepted this offer as he considers realizing its deferred gain when he sells his investment in the Trust.

On August 23, 2022, the Trust acquired a real estate property located in the region of Cowansville (Qc) and a tenants' list for a consideration of $1,975,000.

On March 16, 2023, the Trust acquired a real estate property located in the region of Roxton Pond (Qc) and a tenants' list of an aggregate fair value of $3,400,000 for a consideration of $3,110,000 including a contingent amount of $110,000 representing the actual value of a payment payable February 28, 2028. The gain on bargain purchase of $290,000 was recorded to income. Acquisition costs amounted to $67,731. As part of the transaction, the seller becomes owner of the Trust. The seller accepted this offer as he considers realizing its deferred gain when he sells his investment in the Trust. The transaction is subject to a potential payment based on the profitability of the operations of the first 5 years. The Trust estimated that it could pay the maximum amount of $200,000 in 5 years. Storage revenue provided by this acquisition amounts to $220,126 in this year's numbers. Net loss from operations amounts to $116,037.

■ Page 9 ■

MARGAUX REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
(in canadian dollars)

REAL ESTATE AND EQUIPMENTS

COST	Land & buildings $	Leasehold improvements $	Parking $	Equipments $	Total $
Balance January 1, 2022	1 425 000	-	25 000	-	1 450 000
Additions:
Acquisitions through business combinations	1 300 000	-	350 000	25 000	1 675 000
Capital expenditures	70 000	-	-	-	70 000
Balance December 31, 2022	2 795 000	-	375 000	25 000	3 195 000
Additions:
Acquisitions through business combinations	2 887 500	-	200 000	12 500	3 100 000
Capital expenditures	53 807	46 985	-	-	100 792
Balance December 31, 2023	5 736 307	46 985	575 000	37 500	6 395 792
ACCUMULATED AMORTIZATION	$	$	$	$	$
Balance January 1, 2022	-	-	-	-	-
Amortization	39 306	-	16 000	2 500	57 806
Balance December 31, 2022	39 306	-	16 000	2 500	57 806
Amortization	150 476	3 602	44 720	7 000	205 798
Balance December 31, 2023	189 782	3 602	60 720	9 500	263 604
NET BOOK VALUE	$	$	$	$	$
December 31, 2022	2 755 694	-	359 000	22 500	3 137 194
December 31, 2023	5 546 525	43 383	514 280	28 000	6 132 188

INTANGIBLE ASSETS

COST	Tenants' list $	Software $	Total $
Balance January 1, 2022	150 000	5 395	155 395
Additions:
Acquisitions through business combinations	300 000	-	300 000
Capital expenditures	-	-	-
Balance December 31, 2022	450 000	5 395	455 395
Additions:
Acquisitions through business combinations	300 000	-	300 000
Capital expenditures	-	9 592	9 592
Balance December 31, 2023	750 000	14 987	764 987
ACCUMULATED AMORTIZATION	$	$	$
Balance January 1, 2022	-	-	-
Amortization	31 429	1 798	33 227
Balance December 31, 2022	31 429	1 798	33 227
Amortization	134 762	3 336	138 098
Balance December 31, 2023	166 191	5 134	171 325
NET BOOK VALUE	$	$	$
December 31, 2022	418 571	3 597	422 168
December 31, 2023	583 809	9 853	593 662

■ Page 10 ■

MARGAUX REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
(in canadian dollars)

MORTGAGES

	2023 $	2022 $
Mortgage with an interest rate of 5%, maturing on December 31, 2026, payable by annual instalments of $100 000, beginning December 31, 2023	295 000	295 000
Mortgage with an interest rate of 5.48%, maturing on March 13, 2028, payable by monthly instalments of $10 301	1 468 652	-
	1 763 652	295 000
Non-current	1 624 199	295 000
Current	139 453	-
As at December 31, 2023, annual principal mortgages repayments are as follows:
Year		$
2024		139 453
2025		146 951
2026		149 589
2027		52 376
Thereafter		1 275 283
Total		1 763 652

The mortgages are secured by real estate properties with a net book value of $4,531,245.

SALES PRICE BALANCE

	2023 $	2022 $
Sales price balance with an interest rate of 5%, payable by a single instalment of $200,000 on August 23, 2024	200 000	200 000
Sales price balance with an interest rate of 5%, payable by a single instalment of $300,000 on February 28, 2026	300 000	-
	500 000	200 000
Non-current	300 000	200 000
Current	200 000	-
As at December 31, 2023, annual principal sales price balance repayments are as follows:
Year		$
2024		200 000
2025		-
2026		300 000
Total		500 000

The sales price balance is secured by real estate properties with a net book value of $4,594,943.

ACCOUNTS PAYABLE

	2023 $	2022 $
Trade payables	92 322	20 828
Interest payable	54 115	24 400
Other payables	31 738	4 237
	178 175	49 465

The accounts payable as at December 31, 2023 include an amount of $46,807 pertaining to acquisitions of real estate assets.

MARGAUX REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
(in canadian dollars)

12. TRUST UNITS

Authorized:

An unlimited number of trust units, voting and redeemable upon unitholders demand at a price determined in the trust agreement.

Issued and fully paid	Number of units #	Price / unit $	Value $	Nature
Trust units
Changes during the year 2021:
December 1 to December 31, 2021	1 600 000	1.00	1 600 000	Capital [1]
December 22, 2021	400 000	1.00	400 000	Capital [2]
Balance December 31, 2021	2 000 000	1.00	2 000 000
Changes during the year 2022:
January 1 to March 31, 2022	350 000	1.00	350 000	Capital [1]
December 1 to December 31, 2022	1 476 189	1.05	1 550 000	Capital [1]
June 1 to June 30, 2022	100 000	1.05	105 000	Capital [3]
September 1 to December 31, 2022	2 000	1.05	2 100	Capital [4]
Balance December 31, 2022	3 928 189		4 007 100
Changes during the year 2023:
March 1 to March 31, 2023	260 870	1.15	300 000	Capital [2]
January 1 to December 31, 2023	6 000	1.15	6 900	Capital [4]
Balance December 31, 2023	4 195 059		4 314 000

[1] Capital: Issued following a private placement
[3] Debt repayment: Issued for repayment of debt
[2] Business acquisitions: Issued following a business acquisition
[4] Compensation: Issued in exchange of services

The fair value of paid services in exchange of Trust units was based on the unit price of the last private placement.

Units options

The Trust has an incentive units options plan which provides that the Board of Trustees may grant to trustees, officers, employees, key individuals and consultants of the Trust, non transferable options to purchase units. The options have a term of up to 10 years. On termination of office or employment the options holder has a period of 120 days to exercise the options. If the options are not exercised, they become null and void.

A summary of changes in the Trust's units options is detailed as follows:

	2023	2022
Number of Options #	Weighted Average Exercise Price $	Number of Options #
Balance January 1	1 200 000	1.02
Granted	200 000	1.15
Balance December 31	1 400 000	1.04

During the year ended December 31, 2022, the Trust granted 500,000 units options with a fair value of $230,000.

During the year ended December 31, 2023, the Trust granted 200,000 units options with a fair value of $84,000.

The units options outstanding as at December 31 are as follows:

Expiry Date	Exercise Price	2023	2022
March 16, 2030	1.15	200,000	-
December 21, 2031	1.00	700,000	700,000
September 7, 2032	1.05	500,000	500,000
Weighted average remaining life (years)		7.98	9.28

MARGAUX REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
(in canadian dollars)

12. TRUST UNITS (continued)

Unit-based compensation

The fair value of the options was estimated at the date of grant and at the end of the year using the Black-Scholes pricing model based on the following assumptions:

	2023	2022
Unit price ($)	1.15	1.05
Exercise price ($)	1.00 - 1.15	1.00 - 1.05
Expected distribution ($)	0.001	0.001
Risk-free interest rate (%)	3.10 - 3.29	3.08 - 3.29
Expected annual volatility (%)	28,00	28,00
Expected life (years)	6.21 - 8.67	9.00 - 9.67
Fair value of option	0.41 - 0.51	0.46

The expected annual volatility was derived from similar listed companies for which share price or option price information is available. The Trust used this approach as it has no historical information on the trading of its units.

13. FINANCIAL EXPENSES

	2023	2022
	$	$
Interest on mortgages	76 079	20 800
Interest on sales price balance	22 500	3 600
Other financial charges	9 779	1 315
Interest income	(19 812)	(18 260)
	88 546	7 455

14. CASH FLOWS

	2023	2022
	$	$
Net change in non-cash asset and liability items:
Other current assets	(10 173)	(23 400)
Other financial assets	5 000	(19 959)
Accounts payable	81 903	38 552
	76 730	(4 807)
Cash and cash equivalents
Cash	118 784	1 396 922
Term deposit	400 000	-
	518 784	1 396 922

15. INCOME TAXES

Current and deferred income taxes

The Trust qualifies as a mutual fund trust and a REIT for income tax purposes. The Trust expects to distribute all of its taxable income to unitholders and is entitled to deduct such distributions for income tax purposes. Accordingly, no provision for current income taxes payable is required, except for amounts incurred in its incorporated subsidiary. As at December 31, 2023 and 2022, the subsidiary had no current and deferred taxes

MARGAUX REAL ESTATE INVESTMENT TRUST

AMENDED AND RESTATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

(in canadian dollars)

16. FINANCIAL INSTRUMENTS

The fair value of cash, term deposit, other financial assets and accounts payable approximates their carrying value due to their short-term maturity.

The fair value of mortgages and sales price balance was estimated from current market rates of financial instruments with similar terms and maturity.

The fair value of the contingent payment liability has been estimated on projected future profits and market rates of financial instruments with similar terms and maturity.

The Trust's policy concerning hierarchy level transfers is that level transfers occur when, at closing date, fair value data used in valuation changes or when valuation techniques also change.

The following table shows the carrying value of the financial assets and financial liabilities as well as their fair value. It also shows their hierarchy level of valuation.

Classification of financial instruments

	Hierarchy	Carrying amount		Fair value
	Level	Fair value through profit and loss $	Amortized cost $	$
December 31, 2023
Financial assets
Cash and cash equivalents	(2)	-	118 784	118 784
Term deposits	(2)	-	400 000	400 000
Other financial assets	(2)	-	14 959	14 959
		-	533 743	533 743
Financial liabilities
Accounts payable	(2)	-	178 175	178 175
Mortgages	(2)	-	1 763 652	1 763 652
Sales price balance	(2)	-	500 000	500 000
Contingent payment liability	(3)	110 000	-	110 000
Unit-based compensation	(3)	694 000	-	694 000
		804 000	2 441 827	3 245 827
December 31, 2022
Financial assets
Cash and cash equivalents	(2)	-	1 396 922	1 396 922
Other financial assets	(2)	-	19 959	19 959
		-	1 416 881	1 416 881
Financial liabilities
Accounts payable	(2)	-	49 465	49 465
Mortgages	(2)	-	295 000	295 000
Sales price balance	(2)	-	200 000	200 000
Unit-based compensation	(3)	552 000	-	552 000
		552 000	544 465	1 096 465

Fair value of unit-based compensation

The sensitivity of the unit-based compensation to price and volatility of the unit is shown in the following table:

Unit price ($)	Value ($)	Volatility (%)	Value ($)
1.15	694 000	28	694 000
1.20	750 000	33	757 000
1.10	640 000	23	631 000

Page 14

MARGAUX REAL ESTATE INVESTMENT TRUST AMENDED AND RESTATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022

(in canadian dollars)

17. CAPITAL MANAGEMENT

The Trust's capital management objectives are first to ensure the longevity of its capital so as to support continued operations, provide its unitholders with a return, maintain the most optimal capitalization possible with a view of keeping capital costs to a minimum.

The Trust's uses its capital for acquisitions, repayments of mortgages and other debts and projected payment of distributions to unitholders.

The Trust's capital components are as follows:

Capital	2023	2022
Mortgages	1 763 652	295 000
Balance of sale	500 000	200 000
Trust units	4 314 000	4 007 100
	6 577 652	4 502 100

18. RISK MANAGEMENT

Management of risks arising from financial instruments

In the normal course of business, the Trust is exposed to credit risk, interest rate risk and liquidity risk. The Trust manages these risk exposures on an ongoing basis. In order to limit the effects of changes in interest rates on its expenses and cash flows, the Trust constantly follows the evolution of the market interest rate and consequently determines the composition of its debts.

Interest rate risk

The interest rate risk, for which the Trust has an exposure, concerns its mortgages and sales price balance. These financial instruments with a fixed rate of interest expose the Trust to a fair value risk.

The mortgages and the sales price balance have a fixed interest rate until maturity. This reduces the market rate volatility risk.

Each change of 1% of the interest rates would have an impact of $22,636 on the financial expenses of the year.

Liquidity risk

The Trust is exposed to the risk of being unable to honour its financial commitments by the deadlines set out under the terms of such commitments. Senior management manages the Trust's cash resources in accordance with the financial forecasts and anticipated cash flows.

The following are the contractual maturities of financial liabilities, including estimated interest payments:

	Carrying value	Contractual value	2023	2024	2025	2026	Thereafter
December 31, 2023	$	$	$	$	$	$	$
Accounts payable	178 175	178 175	-	178 175	-	-	-
Mortgages	1 763 652	2 107 771	-	233 366	233 516	228 516	1 412 373
Sales price balance	500 000	538 938	-	221 438	15 000	302 500	-
Conditional payment liability	110 000	110 000	-	-	-	-	110 000
December 31, 2022	$	$	$	$	$	$	$
Accounts payable	49 465	49 465	49 465	-	-	-	-
Mortgages	295 000	363 530	22 715	117 715	115 400	107 700	-
Sales price balance	200 000	216 438	10 000	206 438	-	-	-

MARGAUX REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
(in canadian dollars)

18. RISK MANAGEMENT (continued)

Status of the REIT

The Trust is required to comply with specific restrictions regarding its activities and the investments held by it in order to maintain its real estate investment trust status ("REIT"). Should the Trust cease to qualify as a REIT, the consequences could be material and adverse. As well, the Trust conducts its affairs in order to qualify as a REIT under applicable tax statutes so that it retains its status as a flowthrough vehicle for the particular year. Should the Trust not meet the conditions to qualify as a REIT in a particular year, it may be subject to tax similar to a corporation, which may have an adverse impact on it and its unitholders, on the value of the units and on its ability to undertake financings and acquisitions. This could also materially reduce its distributable cash. Management believes that it complies with the REIT rules.

19. RELATED PARTY TRANSACTIONS

Acquisition costs include an amount of $15,000 (2022: $0) paid to a company controlled by a trustee.

Administrative expenses include an amount of $6,900 (2022: $2,100) paid to a trustee for services rendered in exchange of Trust units. They also include amounts of $914 (2022: $25,000) paid to companies controlled by trustees, $25,000 (2022: $7,500) paid to a company with a common director as well as $27,210 (2022: $0) paid to an individual, shareholder of a company that holds units. As at December 31, 2023, $6,898 (2022: $2,874) was payable.

Financial expenses include an interest amount of $11,315 (2022: $20,800) on a debt provided by a company that holds units of the Trust. They also include an interest amount of $22,500 (2022: $3,800) on a debt provided by a company controlled by a unitholder. As at December 31, 2023, $50,715 (2022: $24,400) was payable.

Officers and Trustees compensation

For the year ended December 31, 2022, the Trust granted 400,000 units options (2023: 0) to a trustee and 100,000 unit options (2023: 0) to a key consultant. An expense of $230,000 was recorded to income under Unit-based compensation.

20. SUBSEQUENT EVENTS

Takeover transaction

On March 19, 2024, the Trust entered into a non-binding letter of intent with Odessa Capital Ltd. ("Odessa") pursuant to which the Trust and Odessa intend to complete a reverse takeover transaction (the "Transaction") to form the resulting issuer ("Newco").

Pursuant to the proposed Transaction, each issued and outstanding common share of the Odessa ("Common Shares") will be exchanged into units of Margaux ("REIT Units") on a 1:1 basis (following the Consolidation (defined below)). Additionally, following the Consolidation, it is expected that: (i) the outstanding agent's options granted by Odessa will be exchanged for 125,000 replacement agent's options issued by Newco with the same terms as the option exchanged therefore, and (ii) 116,667 unexercised incentive stock options of Odessa shall be exchanged for replacement options issued by Newco with the same terms as the option exchanged therefore.

In connection with the Transaction, it is expected that the outstanding Common Shares and options of the Odessa will be consolidated on a 12:1 basis prior to the completion of the Transaction (the "Consolidation") and issuance of REIT Units.

Credit facilities

On May 3, 2024, the Trust finalized with a financial institution a signed agreement dated December 27, 2023 and obtained an authorized line of credit of $350,000, bearing interest at the prime rate plus 0.50%. The line of credit is secured by a property and by a first rank mortgage of $750,000 on all moveable assets of a subsidiary of the Trust.

■ Page 16 ■

MARGAUX REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023 AND 2022
(in canadian dollars)

SUBSEQUENT EVENTS (continued)

Mortgage refinance
On July 15, 2024, the Trust obtained a long term financing in the amount of $325,000 to partly cover the construction costs of a new building in Roxton Pond. This financing was blended with an existing long term debt which now totals $1,765,000. This long term debt bears interest at 5.43% per year, matures on July 15, 2028 and is payable by monthly instalments of $12,450.

Takeover transaction
On July 22, 2024, the Trust signed an arrangement agreement with Odessa Capital Ltd. ("Odessa") pursuant to which the Trust and Odessa intend to complete a reverse takeover transaction (the "Transaction") whereby the Trust will acquire all of the issued and outstanding common shares of Odessa.

Mortgage settlement
On September 16, 2024, the Trust paid off the balance of sale of $295,000 and the interests thereon by issuing a note in the amount of $345,000 bearing interest at 5% per year. The holder of the note, which is related to a trustee, has agreed to exchange the said note, up to an amount of $300,000, to buy $156,000 of convertible debentures bearing interest at 6%, payable semi annually, convertible from the date of issuance in units of the Trust at $1.40 per unit and 120,000 units at a price of $1.20.

Balance of sale under arbitration
With regards to the balance of sale in the amount of $200,000 owed to the seller of the Cowansville property, the Trust has proposed an arbitration to the seller because the Trust has two important claims against him. One being the violation of a non compete clause. This arbitration has been refused. It is now likely that the matter will go to court and according to our legal counsel, it could take many years before the matter is resolved.

■ Page 17 ■

6445111.16

APPENDIX "G"

MANAGEMENT'S DISCUSSION AND ANALYSIS OF MARGAUX REAL ESTATE INVESTMENT TRUST FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(See attached)

MARGAUX REAL ESTATE INVESTMENT TRUST
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE PERIOD ENDED DECEMBER 31, 2023

MANAGEMENT'S DISCUSSION & ANALYSIS

SCOPE OF ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) of Margaux Real Estate Investment Trust (“Margaux” or the “Trust”) is intended to provide readers with an assessment of performance and summarize the results of operations and financial condition for the period of 12 months ended December 31, 2023. It should be read in conjunction with the audited financial statements of the Trust of December 31, 2023. The financial data contained in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”) and all amounts are in Canadian dollars.

Dated August 15, 2024, this MD&A reflects all significant information available as of that date.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Securities laws encourage companies to present forward-looking information to provide investors with a better understanding of the Trust’s future prospects and help them make informed decisions. This MD&A contains forward-looking statements about the Trust’s objectives, strategies, financial position, results of operations, cash flows and operations, which are based on management’s current expectations, estimates and assumptions about the markets in which it operates.

Statements based on management’s current expectations contain known and unknown inherent risks and uncertainties. Forward-looking statements may include verbs such as “believe,” “anticipate,” “estimate,” “expect,” “intend” and “assess” or related expressions, used in the affirmative and negative forms. These statements represent the Trust’s intentions, plans, expectations or beliefs and are subject to risks, uncertainties and other factors, many of which are beyond the Trust’s control. Actual results may vary from expectations. The reader is cautioned not to place undue reliance on any forward-looking statements.

Take note that the forward-looking statements contained in this MD&A describe our expectations as at August 15, 2024.

DESCRIPTIONS OF THE ISSUER’S BUSINESS

Margaux is a real estate investment trust incorporated on October 29, 2021. The Trust through its subsidiaries owns and rents storage spacing As at December 31, 2023, the Trust had 3 buildings of self storage. The 3 buildings are located in the province of Quebec. These buildings, with between 50-90 self storage rooms, are leased on a month-to-month basis to corporate and individual customers. Despite a possibility of high turnover of customers, the buildings are almost continuously fully leased.

MAJOR EVENT OF THE YEAR

On March 16, 2023, Margaux acquired a real estate property located in Roxton Pond (Qc) for a total consideration of $3,000,000. The Trust also paid $67,731 as other related acquisition costs. The Trust valued the acquired assets to $3,400,000 for which $3,100,000 was attributed to the property and $300,000 to a tenants’ list. In this transaction the Trust could have to pay in 5 years an additional amount up to $200,000 based on the profitability of the operations of the first 5 years.

OUTLOOK 2024

The Trust is constantly looking for acquisitions of self storage buildings with good cash flows. It privileges buildings where possible expansion can be realized. It plans to undertake construction expansion on the Roxton Pond property where 25 storage rooms will be added for a budgeted cost of $475,000.

SUBSEQUENT EVENTS

On July 22, 2024, the Trust signed an arrangement agreement with Odessa Capital Ltd. ("Odessa") pursuant to which the Trust and Odessa intend to complete a reverse takeover transaction (the "Transaction") whereby Margaux will acquire all of the issued and outstanding common shares of Odessa in exchange of Margaux units.

QUARTERLY FINANCIAL INFORMATION

| | 2023
Q4 | 2023
Q3 | 2023
Q2 | 2023
Q1 |
| --- | --- | --- | --- | --- |
| Storage facility services | 123,507 | 130,915 | 110,341 | 50,003 |
| Operating costs | 50,682 | 32,216 | 31,055 | 30,979 |
| Amortization fixed assets | 53,249 | 51,685 | 76,932 | 23,932 |
| Net income (loss) | (215,700) | (32,949) | (111,900) | 197,810 |
| Real estate and equipments | 6,132,188 | 6,116,713 | 6,143,330 | 6,220,262 |
| Total assets | 7,296,698 | 7,056,424 | 7,339,993 | 7,422,743 |
| Total liabilities | 3,245,827 | 2,818,320 | 2,853,927 | 2,786,465 |

FINANCIAL INFORMATION

	12 months
	2023
$	2022
$
Storage facility services	414,766	122,175
Operating costs	144,932	47,533
Expenses	654,842	444,913
Net income (loss)	(162,739)	(419,720)

OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023

The increase in rental income comes from the acquisitions made on March 16, 2023 and August 23, 2022, the latter having a full impact on the 2023 numbers. The operating costs have increased following the 2 acquisitions just mentioned. The expenses, that include professional fees, debts interests, amortization of real estate and intangible assets and lastly unit based compensation, have increased following the acquisitions of real estate and equipments made in August 2022 and March 2023 which increased the amortization expense by $252,863 counterbalanced by a lower unit based compensation expense of $144,000. This decrease in the last category of expenses is explained by a lower number of units options granted in 2023 than 2022.

CASH FLOWS AND LIQUIDITY

	12 months
	2023
$	2022
$
Operating activities	116,787	(45,394)
Investing activities	(963,577)	(1,845,000)
Financing activities	(31,348)	1,900,000
Change in cash flows position	(878,138)	9,606
Cash and cash equivalents
Beginning of the year	1,396,922	1,387,316
Cash and cash equivalents
End of the year	518,784	1,396,922

The Trust's storage income is sufficient to pay direct operating costs, administrative expenses and debts interests. It was also used this year to pay a large portion of the other related acquisition costs. Funds obtained (used) in the operating activities include net storage income less expenses. The funds from operating activities used in 2022 include acquisition costs of $49,449 that cannot be fully recovered by subsequent storage income because the acquisition took place late in 2022. Acquisition costs of 2023, to the amount of $67,731, were largely recovered by the additional storage income provided by this acquisition in March 2023. The increase in 2023 is also explained by the profitability of the operations.

Funds used in the investing activities represent cash paid for acquisitions of properties.

Funds obtained from the financing activities come from issuance of units whereas funds used represent the payments of debts incurred for the acquisitions.

To the present, the acquisitions of properties are largely paid by the proceeds of past issuance of units of the Trust. For its future acquisitions, management intends to finance them with a larger portion of debts.

The Trust expects to be able to meet all its obligations as they become due. The Trust has sufficient liquidity provided by its cash on hand and cash flow from operating activities. The Trust considers that it has the ability to obtain funds from raising equity and debt when needed. It also considers that it has the ability to refinance or paid debts that mature.

As detailed in the subsequent events section further down, the Trust has obtained in 2024 financing from banks through credit facilities and refinanced mortgages. This provides strong liquidity available to the Trust.

CAPITAL STRUCTURE

The real estate business requires capital in order to fund acquisitions. The Trust is authorized to issue an unlimited number of units. On March 16, 2023, the Trust issued 260,870 units with a value of $300,000 for the acquisition of properties. During the year 2023, the Trust also issued 6,000 units with a value of $6,900 for services rendered. As at December 31, 2023, 4,195,059 units with an issued value of $4,314,000 were issued and outstanding.

The Trust also has a unit options plan (“Options”). On March 16, 2023, the Trust granted 200,000 options to a trustee. As at December 31, 2023, 1,400,000 Options were outstanding.

The Trust also finances its acquisitions through debts. As at December 31, 2023, Margaux had mortgages and balances of sale of $1,763,652 and $500,000 respectively. Interest rates on those debts range between 5.0%-5.48%. Only one mortgage requires a monthly payment of $10,300 whereas the other debts require one annual payment.

On May 3, 2024, the Trust obtained an authorized line of credit of $350,000 which bears interest at the prime rate plus 0.5%. This line of credit will be used to finance acquisitions or pay debts.

On July 15, 2024, the Trust obtained a debt in the amount of $325,000 to cover the construction costs of a new building in Roxton Pond. The debt was blended with an existing debt which totals now $1,765,000. This new debt bears interest at 5.43% per year, matures on July 15, 2028 and is payable by monthly instalments of $12,450

CHANGE IN ACCOUNTING POLICIES AND CORRECTION OF ERRORS

During the year, the Trust has determined that its previous acquisitions were more acquisitions of businesses rather than acquisitions of investment properties. The nature, depth and extent of the operations and acquired assets made management realized that the Trust acquired a business rather than an asset. The Trust has then adjusted the recording of its acquisitions by applying IFRS 3 "Business combinations". The Trust has also determined that the expected annual volatility used to calculate the Unit-based compensation expense was not representative with companies in the same line of business. The Trust has compared expected volatility of similar companies for which shares and options are traded and has concluded to change the percentage of volatility used in the financial statements. The Trust has changed the percentage of volatility from 5% to 28%. Furthermore management has determined that the Trust operations were more storage facility services rather than rental revenues from investment properties. The short maturity of service contracts, the almost non existent responsibility of users, the high turnover of users; these factors were more associated to service revenue rather than rental income. The Trust has then changed its accounting policies and applied IAS 16 "Property, plant and equipment" rather than IAS 40 "Investment property" to record and value the acquired property assets. The assets are now amortized over their estimated useful life.

This change and correction were applied retrospectively and the amounts of the year 2022 were restated. The balance of retained earnings as at January 1, 2022 has been increased by $427,740, representing the gain on bargain purchase of $600,000 reduced by acquisition costs of $9,440 charged to income and an increase of $162,820 of the unit-based compensation expense. The net loss of the year 2022 has been increased by $251,424 following the elimination of the gain on the fair value of investment properties of $171,560, the recording of acquisition costs as an expenses of $49,449, the recording of amortization of real estate and equipments of $57,806 and intangible assets of ($54,571) and the recording of additional expense of $27,180 of the unit-based compensation expense.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

Business combinations

Revenue recognition

The revenues from storage facility services include payments received from users under service contracts determined under IFRS 16 "Leases". The service contracts are on a month-to-month basis and can be terminated by the users without penalties or obligations upon vacating the storage room. Storage facility services revenue are recorded as per the service contracts and starts when the tenant has the right to use the rental spacing area. The non refundable deposits obtained at the signature of all new contracts are recorded similarly. Interest revenue are recorded when earned.

RISKS AND UNCERTAINTIES

Interest rate risk. The interest rate risk, for which the Trust has an exposure, concerns its mortgages and sales price balance. These financial instruments with a fixed rate of interest expose the Trust to a fair value risk. The mortgages and the sales price balance have a fixed interest rate until maturity. This reduces the market rate volatility.

Liquidity risk. The Trust is exposed to the risk of being unable to honour its financial commitments by the deadlines set out under the terms of such commitments. Senior management manages the Trust's cash resources in accordance with the financial forecasts and anticipated cash flows.

Status of REIT. The Trust is required to comply with specific restrictions regarding its activities and the investments held by it in order to maintain its real estate investment trust status ("REIT"). Should the Trust cease to qualify as a REIT, the consequences could be material and adverse. As well, the Trust conducts its affairs in order to qualify as a REIT under applicable tax statutes so that it retains its status as a flowthrough vehicle for the particular year. Should the Trust not meet the conditions to qualify as a REIT in a particular year, it may be subject to tax similar to a corporation, which may have an adverse impact on it and its unitholders, on the value of the units and on its ability to undertake financings and acquisitions. This could also materially reduce its distributable cash. Management believes that it complies with the REIT rules.

Operating costs – property taxes. The Trust exercises control over its operating costs. However for the property taxes expense, the Trust is subject to rates and valuations of its properties done by government agencies. As at September 30, 2024, property taxes amount to $38,745 which represents 28.6% of its operating costs.

to a point where the Trust could give up on acquisitions due to their expensive price. Competition also affects prices for rent charged to tenants to a point where the Trust could lose customers.

Economic conditions. Adverse economic conditions could affect the Trust. Its revenues could decrease, its financing costs increase due to market risk. The Trust tries to finance its acquisitions with fixed interest rate debts.

RELATED PARTY TRANSACTIONS

Acquisition costs include an amount of $15,000 paid to a company controlled by a trustee. Administrative expenses include an amount of $6,900 paid to a trustee for services rendered in exchange of Trust units. They also include amounts of $914 paid to companies controlled by trustees, $25,000 paid to a company with a common director as well as $27,210 paid to an individual, shareholder of a company that holds units. As at December 31, 2023, $6,898 was payable.

Financial expenses include an interest amount of $11,315 on a debt provided by a company that holds units of the Trust. They also include an interest amount of $22,500 on a debt provided by a company controlled by a unitholder. As at December 31, 2023, $50,715 was payable.

COMMITMENTS

On March 19, 2024, the Trust signed a non-binding letter of intent with Odessa Capital Ltd. ("Odessa") pursuant to which Margaux and Odessa intend to complete a reverse takeover transaction (the "Transaction"). Concurrently with the Transaction, Margaux intends to complete a non-brokered private placement offering between $1,000,000 and $3,000,000 (the "Private Placement").

Pursuant to the proposed Transaction, each issued and outstanding common share of Odessa ("Common Shares") will be exchanged into units of Marguax ("REIT Units") on a 1:1 basis (following the Consolidation (defined below)). Additionally, following the Consolidation, it is expected that: (i) the outstanding agent's options will be exchanged for 125,000 replacement agent's options issued by Margaux with the same terms as the option exchanged therefor, and (ii) 116,667 unexercised incentive stock options of Odessa shall be exchanged for replacement options issued by Margaux with the same terms as the option exchanged therefor.

SUBSEQUENT EVENTS

On September 16, 2024, the Trust paid a mortgage of $295,000 and the interests thereon by issuing a note in the amount of $345,000 bearing interest at 5% per year. The holder of the note, who is a trustee, agreed to exchange the note, up to the amount of $300,000, to buy the same amount of units to be issued by the Trust through a private placement of convertible debentures and Trust units to be done before the end of the year.

With regards to a balance of sale in the amount of $200,000 owed to the seller of the Cowansville property, the Trust has proposed an arbitration to the seller, because there is 2 important claims against him. One being the violation of a non compete clause. This arbitration has been refused. It is now likely that the matter will go to court and according to our legal counsel, it could take many years before the matter be heard.

6445111.16

APPENDIX "H"

UNAUDITED INTERIM FINANCIAL STATEMENTS OF MARGAUX REAL ESTATE INVESTMENT TRUST FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

(See attached)

MARGAUX REAL ESTATE INVESTMENT TRUST

CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PERIODS OF NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

	PAGE
CONSOLIDATED INTERIM FINANCIAL STATEMENTS:
Financial Position	1
Income and Comprehensive income	2
Changes in Equity	3
Cash Flows	4
Notes to Consolidated Interim Financial Statements	5-15

(unaudited)

MARGAUX REAL ESTATE INVESTMENT TRUST
CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
| (in canadian dollars) | September 30, 2024 | December 31, 2023 |
| --- | --- | --- |
| | $ | $ |
| ASSETS | | |
| NON-CURRENT ASSETS | | |
| Real estate and equipments (note 6) | 6 479 503 | 6 132 188 |
| Intangible assets (note 7) | 476 343 | 593 662 |
| Other financial assets | 14 959 | 14 959 |
| | 6 970 805 | 6 740 809 |
| CURRENT ASSETS | | |
| Cash | 60 060 | 118 784 |
| Term deposit, 4.05% maturing on October 18, 2024 | 250 000 | 400 000 |
| Other current assets | 77 761 | 37 105 |
| | 387 821 | 555 889 |
| TOTAL ASSETS | 7 358 626 | 7 296 698 |
| LIABILITIES | | |
| NON-CURRENT LIABILITIES | | |
| Mortgages (note 8) | 1 704 568 | 1 624 199 |
| Sales price balance (note 9) | 300 000 | 300 000 |
| Contingent payment liability (note 5) | 110 000 | 110 000 |
| Unit-based compensation | 338 000 | 694 000 |
| | 2 452 568 | 2 728 199 |
| CURRENT LIABILITIES | | |
| Accounts payable (note 11) | 74 884 | 178 175 |
| Deferred revenues | 12 994 | - |
| Note payable, 5% maturing December 31, 2024 (note 8) | 337 622 | - |
| Current portion of mortgages and sales price balance (notes 8 and 9) | 255 216 | 339 453 |
| | 680 716 | 517 628 |
| TOTAL LIABILITIES | 3 133 284 | 3 245 827 |
| EQUITY | | |
| Uniholders' equity | 4 225 342 | 4 050 871 |
| TOTAL LIABILITIES AND EQUITY | 7 358 626 | 7 296 698 |

The accompanying notes are an integral part of the consolidated interim financial statements

Approved by the Board of Trustees:

(s) Michel Lassonde

MICHEL LASSONDE, Trustee

(s) André Verrier

ANDRÉ VERRIER, Trustee

MARGAUX REAL ESTATE INVESTMENT TRUST

CONSOLIDATED INTERIM STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE NINE MONTHS PERIODS ENDED SEPTEMBER 30

(unaudited)

(in canadian dollars)	3 months ended September 30,		9 months ended September 30,
	2024	2023	2024	2023
	$	$	$	$
INCOME
Storage facility services	147 779	130 915	390 851	291 259
Operating costs	(39 121)	(32 216)	(135 396)	(94 250)
Net operating income	108 658	98 699	255 455	197 009
Acquisition costs	-	-	-	(67 731)
Gain on bargain purchase (note 5)	-	-	-	290 000
	108 658	98 699	255 455	419 278
EXPENSES
Unit-based compensation (note 12)	(125 000)	-	(356 000)	84 000
Administrative expenses	34 163	18 188	75 422	50 553
Financial expenses (note 13)	33 576	26 976	92 993	59 480
Amortization of real estate and equipments	50 470	51 685	151 250	152 549
Amortization of intangible assets	39 105	34 799	117 319	103 739
	32 314	131 648	80 984	450 321
NET INCOME AND COMPREHENSIVE INCOME	76 344	(32 949)	174 471	(31 043)

The accompanying notes are an integral part of the consolidated interim financial statements

MARGAUX REAL ESTATE INVESTMENT TRUST
CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHS PERIODS ENDED SEPTEMBER 30
(unaudited)
(in canadian dollars)

September 30, 2024

| | Deficit | Trust Units
(note 12) | Total
Equity |
| --- | --- | --- | --- |
| January 1, 2024 | $ (263 129) | $ 4 314 000 | $ 4 050 871 |
| Changes during the period:
Net income and comprehensive income | 174 471 | - | 174 471 |
| September 30, 2024 | (88 658) | 4 314 000 | 4 225 342 |

September 30, 2023

| | Deficit | Trust Units
(note 12) | Total
Equity |
| --- | --- | --- | --- |
| January 1, 2023 | $ (100 390) | $ 4 007 100 | $ 3 906 710 |
| Changes during the period:
Net income and comprehensive income | (31 043) | - | (31 043) |
| Issuance of units | - | 303 450 | 303 450 |
| September 30, 2023 | (131 433) | 4 310 550 | 4 179 117 |

The accompanying notes are an integral part of the consolidated interim financial statements

Page 3

MARGAUX REAL ESTATE INVESTMENT TRUST
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS PERIODS ENDED SEPTEMBER 30
(unaudited)

(in canadian dollars)

| | 2024
$ | 2023
$ |
| --- | --- | --- |
| OPERATING ACTIVITIES | | |
| Net income | 174 471 | (31 043) |
| Adjustments : | | |
| Gain on bargain purchase | - | (290 000) |
| Unit-based compensation | (356 000) | 84 000 |
| Administrative expenses | - | 5 175 |
| Amortization of real estate and equipments | 151 250 | 152 549 |
| Amortization of intangible assets | 117 319 | 103 739 |
| | 87 040 | 24 420 |
| Net change in non-cash asset and liability items (note 14) | (41 524) | 40 735 |
| | 45 516 | 65 155 |
| INVESTING ACTIVITIES | | |
| Acquisition of real estate and equipments | (545 372) | (32 068) |
| Acquisition of intangible assets | - | (7 900) |
| Cash paid in business combinations | - | (900 000) |
| | (545 372) | (939 968) |
| FINANCING ACTIVITIES | | |
| Mortgages: | | |
| Mortgage proceeds | 1 769 269 | - |
| Reimbursement of mortgage | (1 446 849) | - |
| Capital repayments | (31 288) | (20 607) |
| | 291 132 | (20 607) |
| Decrease in cash and cash equivalents | (208 724) | (895 420) |
| Cash and cash equivalents beginning of the period | 518 784 | 1 396 922 |
| Cash and cash equivalents end of the period (note 14) | 310 060 | 501 502 |
| The accompanying notes are an integral part of the consolidated interim financial statements | | |
| Interest received | 12 349 | 15 124 |
| Interest paid | 47 505 | 41 201 |

Page 4

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2024 AND 2023
(unaudited)
(in canadian dollars)

1. STATUTES AND NATURE OF ACTIVITIES

Margaux real estate investment trust (the "Trust") is an unincorporated open-ended real estate investment trust formed on October 29, 2021 under the laws of the province of Quebec.

The Trust, through its subsidiaries, provides short-term storage facility services. Its head office is located at 180 chemin Des Patriotes Sud, Mont Saint-Hilaire, Quebec, J3H 5J3.

Storage facility services are the sole segment of operations of the Trust.

These consolidated interim financial statements were approved on December 19, 2024 by the Board of Trustees.

2. BASIS OF PREPARATION

Statement of compliance

The consolidated interim financial statements of Margaux real estate investment trust and its subsidiaries comply with the International Financial Reporting Standards ("IFRS").

Basis of presentation

The consolidated interim financial statements have been prepared on a cost basis except for the following items of the consolidated interim statement of financial position which are valued at fair value:

Unit-based compensation
Contingent payment liability

The consolidated interim financial statements are presented in canadian dollars, which is the functional currency of the Trust.

3. ACCOUNTING ESTIMATES AND JUDGMENTS

In preparing the Trust's consolidated interim financial statements, management is required to make estimates, exercise judgments and make assumptions that affect the reported amounts of assets, liabilities, income and expenses. Actual results could differ from those estimates.

The key judgments and major assumptions made by management in the preparation of the consolidated interim financial statements are as follows:

Judgments

Nature of acquisitions

1) Whether the Trust has acquired a single asset or group of assets;
2) Whether the Trust has taken on the management of personnel;
3) Whether the Trust has acquired an operational platform.

Estimates

Real estate

The useful life and the residual value of the real estate are estimates and judgments made by the Trust.

Business combinations

To determine the fair value of assets acquired and liabilities assumed, the Trust uses valuation models like future cash flows and discount rates, that include estimates.

Page 5

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2024 AND 2023
(unaudited)
(in canadian dollars)

3. ACCOUNTING ESTIMATES AND JUDGMENTS (continued)

Contingent payment liability

The Trust has estimated the future potential payment payable as well as the discount rate.

Unit-based compensation

The fair value of unit-based compensation recognized on the consolidated interim statement of financial position is estimated using the Black-Scholes pricing model as the fair value cannot be derived from active markets. The estimates used are the average expected life, the average expected annual volatility rate and the average risk-free interest rate.

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES

Basis of consolidation

The consolidated interim financial statements comprise the financial statements of the Trust and its subsidiaries. Subsidiaries are entities over which the Trust exercises control. The Trust determines an existence of control when it has decision power over the subsidiary and has the ability to use this power to affect returns. The financial statements of subsidiaries are included in the consolidated interim financial statements from the date control arises.

Name	Ownership
9451-8305 Québec Inc.	100%
Self Storage Drummond L.P.	100%
Cowansville Self Storage L.P.	100%
Alpha Roxton Pond L.P.	100%
16080022 Canada Inc.	100%

Business combinations

Business combinations are recorded based on the acquisition method where assets acquired as well as liabilities assumed are measured at their fair value at the time of acquisition ("net assets"). If the consideration paid is greater than the fair value of net assets, the excess is recorded as goodwill. If the consideration paid is less, the difference is directly recorded to the statement of income and comprehensive income. Results of operation of an acquired business are included in the Trust's consolidated financial statements from the date of the business acquisition. Business acquisition and integration costs are expensed as incurred and included as acquisition costs in the statement of income and comprehensive income.

Real estate and equipments

Buildings	Declining balance	4%
Leasehold improvements	Declining balance	20%
Parking	Declining balance	8%
Equipments	Declining balance	20%

Subsequent costs incurred are capitalized to the asset's carrying value if the future economic benefits flow to the Trust and costs can be measured reliably. Amortization is taken when the asset is ready for use.

Buildings in construction are recorded at historical cost and are not amortized until they become ready for use.

Intangible assets

Software	Straight-line	3 years
Tenants' list	Straight-line	3-10 years

Cash and cash equivalents

Cash and highly liquid investments with a maturity of three (3) months or less from the date of acquisition are classified as cash and cash equivalents.

Page 6

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2024 AND 2023
(unaudited)
(in canadian dollars)

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

Trust units

Financial instruments

Financial assets and liabilities

On initial recognition, all financial assets and liabilities are measured at fair value. Subsequently they are measured following their classification.

Financial assets

For subsequent measurement, there are two measurement categories into which the Trust classifies its financial assets.

a) Amortized cost: Assets that are held for collection of contractual cash flows where they represent solely payments of principal and interest.
b) FVTPL (fair value through profit or loss): Assets that do not meet the criteria of amortized cost.

Cash, term deposit and other financial assets are classified as amortized cost.

Financial liabilities

Financial liabilities are subsequently measured at amortized cost using the effective interest method, except for financial liabilities at FVTPL. Interest expense from financial liabilities classified as amortized cost is included in financial expenses using the effective interest rate method.

Accounts payable, mortgages, sales price balance and note payable are classified as amortized cost.

Contingent payment liability is classified as FVTPL.

Fair value measurement

Level 1: This level includes assets and liabilities measured at fair value based on unadjusted quoted price for identical assets and liabilities in an active market that the Trust can access at the measurement date. As at September 30, 2024, no asset and/or liability is valued upon level 1.

Level 3: The measurements in this level depend upon inputs that are less observable, not available or for which observable inputs do not justify most of the assets and liabilities' fair value. As at September 30, 2024, the contingent payment liability and the unit-based compensation are valued upon level 3.

Revenue recognition

The revenues from storage facility services include payments received from users under service contracts determined under IFRS 16 "Leases". The service contracts are on a month-to-month basis and can be terminated by the users without penalties or obligations upon vacating the storage room. Storage facility services revenue are recorded monthly as per the service contracts and begin at the time the tenant is entitled to use the rental spacing area. The non-refundable deposits required at the signature of all new contracts are recorded as such. Interest revenue are recognized when earned.

Service contracts

The existing service contracts of the storage properties are considered as operating leases as the Trust substantially retains all risks and benefits of ownership of these properties.

Page 7

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2024 AND 2023
(unaudited)
(in canadian dollars)

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

Unit-based compensation

The Trust uses the fair value-based method of accounting for its unit-based compensation under which compensation expense is measured at fair value at the grant date and at the end of each reporting period. The Trust's units are redeemable at the option of the holder and, therefore, are classified as financial liabilities. The conditions under IAS 32 that allow certain puttable instruments to be presented as equity do not apply to unit-based compensation under IFRS 2. Accordingly, the unit-based compensation is measured at fair value and the change in the fair value is recognized to income.

5. BUSINESS ACQUISITIONS

	2023
	$
Real estate	3 087 500
Equipments	12 500
Tenants' list	300 000
Gain on bargain purchase	(290 000)
Net assets acquired	3 110 000
Consideration paid:
Cash	900 000
Sales price balance	300 000
Mortgage	1 500 000
Contingent payment liability	110 000
Issuance of trust units	300 000
Total consideration paid	3 110 000

As at September 30, 2024, the Trust has not acquired any businesses this year.

On March 16, 2023, the Trust acquired a real estate property located in the region of Roxton Pond (Qc) and a tenants' list of an aggregate fair value of $3,400,000 for a consideration of $3,110,000 including a contingent payment of $110,000 representing the actual value of a payment payable February 28, 2028. The gain on bargain purchase of $290,000 was recorded to income. As part of the transaction, the seller became owner of the Trust. The seller accepted this offer as he considers realizing its deferred gain when he sells his investment in the Trust. The transaction is subject to a potential payment based on the profitability of the operations of the first 5 years. The Trust estimated that it could pay a maximum amount of $200,000 in 5 years.

Page 8

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2024 AND 2023
(unaudited)
(in canadian dollars)

REAL ESTATE AND EQUIPMENTS

COST	Land & buildings $	Buildings in construction $	Leasehold improvements $	Parking $	Equipments $	Total $
Balance January 1, 2023	2 795 000	-	-	375 000	25 000	3 195 000
Additions:
Acquisitions through business combinations	2 887 500	-	-	200 000	12 500	3 100 000
Capital expenditures	7 000	46 807	46 985	-	-	100 792
Balance December 31, 2023	5 689 500	46 807	46 985	575 000	37 500	6 395 792
Additions:
Capital expenditures	10 225	477 007	2 105	-	9 228	498 565
Transfert to land & buildings	420 678	(420 678)	-	-	-	-
Balance September 30, 2024	6 120 403	103 136	49 090	575 000	46 728	6 894 357
ACCUMULATED AMORTIZATION	$	$	$	$	$	$
Balance January 1, 2023	39 306	-	-	16 000	2 500	57 806
Amortization	150 476	-	3 602	44 720	7 000	205 798
Balance December 31, 2023	189 782	-	3 602	60 720	9 500	263 604
Amortization	108 197	-	6 613	30 856	5 584	151 250
Balance September 30, 2024	297 979	-	10 215	91 576	15 084	414 854
NET BOOK VALUE	$	$	$	$	$	$
December 31, 2023	5 499 718	46 807	43 383	514 280	28 000	6 132 188
September 30, 2024	5 822 424	103 136	38 875	483 424	31 644	6 479 503

INTANGIBLE ASSETS

COST	Tenants' list $	Software $	Total $
Balance January 1, 2023	450 000	5 395	455 395
Additions:
Acquisitions through business combinations	300 000	-	300 000
Capital expenditures	-	9 592	9 592
Balance December 31, 2023	750 000	14 987	764 987
Additions:
None	-	-	-
Balance September 30, 2024	750 000	14 987	764 987
ACCUMULATED AMORTIZATION	$	$	$
Balance January 1, 2023	31 429	1 798	33 227
Amortization	134 762	3 336	138 098
Balance December 31, 2023	166 191	5 134	171 325
Amortization	113 571	3 748	117 319
Balance September 30, 2024	279 762	8 882	288 644
NET BOOK VALUE	$	$	$
December 31, 2023	583 809	9 853	593 662
September 30, 2024	470 238	6 105	476 343

Page 9

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2024 AND 2023
(unaudited)
(in canadian dollars)

MORTGAGES

	September 30, 2024 $	December 31, 2023 $
Mortgage with an interest rate of 5%, maturing on December 31, 2026, payable by annual instalments of $100,000, beginning December 31, 2023	-	295 000
Mortgage with an interest rate of 5.43%, maturing on July 15, 2028, payable by monthly instalments of $12,450	1 759 784	1 468 652
	1 759 784	1 763 652
Non-current	1 704 568	1 624 199
Current	55 216	139 453

On July 15, 2024, the Trust obtained a long term financing in the amount of $325,000 to partly cover the construction costs of a new building in Roxton Pond. This financing was blended with an existing mortgage bringing the balance to $1,765,000.

On September 16, 2024, the Trust paid off a mortgage of $295,000 and the accrued interest on this debt by issuing a note in the amount of $337,622 bearing interest at 5% per year, maturing December 31, 2024.

As at September 30, 2024, annual principal mortgages repayments are as follows:

Year	$
2024	13 525
2025	55 970
2026	59 085
2027	62 375
Thereafter	1 568 829
Total	1 759 784

The mortgages are secured by real estate properties with a net book value of $3,339,138.

SALES PRICE BALANCE

	September 30, 2024 $	December 31, 2023 $
Sales price balance with an interest rate of 5%, payable by a single instalment of $200,000 on August 23, 2024 (note 19)	200 000	200 000
Sales price balance with an interest rate of 5% payable semi annually, principal payable by a single instalment of $300,000 on February 28, 2026	300 000	300 000
	500 000	500 000
Non-current	300 000	300 000
Current	200 000	200 000
As at September 30, 2024, annual principal sales price balance repayments are as follows:
Year		$
2024		200 000
2025		-
2026		300 000
Total		500 000

The sales price balance is secured by real estate properties with a net book value of $4,899,027.

CREDIT FACILITIES

The Trust has an authorized line of credit of $350,000 with a financial institution, bearing interest at the prime rate plus 0.50%. As at September 30, 2024, the line of credit have a balance of $0 [2023: $0]. The line of credit is secured by a Trust subsidiary's property with a book value of $1,559,889, and by a first rank mortgage of $750,000 on all moveable assets of that subsidiary.

■ Page 10 ■

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2024 AND 2023
(unaudited)
(in canadian dollars)

ACCOUNTS PAYABLE

	September 30, 2024	December 31, 2023
	$	$
Trade payables	37 944	92 322
Interest payable	26 720	54 115
Other payables	10 220	31 738
	74 884	178 175

The accounts payable as at September 30, 2024 include no amount of (December 31, 2023: $46,807) pertaining to acquisitions of real estate.

TRUST UNITS

Authorized:
An unlimited number of trust units, voting and redeemable upon unitholders demand at a price determined in the trust agreement.

Issued and fully paid	Number of units #	Price / unit $	Value $	Nature
Trust units
Balance January 1, 2023	3 928 189		4 007 100
Changes during the year 2023:
March 1 to March 31, 2023	260 870	1.15	300 000	Capital [1]
January 1 to December 31, 2023	6 000	1.15	6 900	Capital [2]
Balance December 31, 2023	4 195 059		4 314 000
Changes during the period 2024:
none	-	-	-
Balance September 30, 2024	4 195 059		4 314 000

[1] Business acquisitions: Issued following a business acquisition [2] Compensation: Issued in exchange of services

The fair value of paid services in exchange of Trust units was based on the unit price of the last private placement.

Units options

The Trust has an incentive units options plan which provides that the Board of Trustees may grant to trustees, officers, employees, key individuals and consultants of the Trust, non transferable options to purchase units. The options have a term of up to 10 years. Upon termination of office or service, the options holder has a period of 120 days to exercise the options. If the options are not exercised, they become nil and void.

A summary of changes in the Trust's units options is detailed as follows:

	September 30, 2024		December 31, 2023
	Number of Options #	Weighted Average Exercise Price $	Number of Options #	Weighted Average Exercise Price $
Balance January 1	1 400 000	1.04	1 200 000	1.02
Granted	100 000	1.25	200 000	1.15
Void and nil	(800 000)	1.03	-	-
Balance end of period	700 000	1.05	1 400 000	1.04

During the year ended December 31, 2023, the Trust granted 200,000 units options with a fair value of $84,000. As at September 30, 2024, the Trust has granted 100,000 units option with a fair value of $36,000 and has cancelled 800,000 units options following the resignation of trustees and key individuals. Consequent to that resignation, the Trust recognized a negative expense of $445,000 to the Unit-based compensation account.

Page 11

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2024 AND 2023
(unaudited)
(in canadian dollars)

12. TRUST UNITS (continued)

The units options outstanding as at September 30, 2024 and December 31, 2023 are as follows:

Expiry Date	Exercise Price	2024	2023
April 11, 2029	1.25	100,000	-
March 16, 2030	1.15	200,000	200,000
December 21, 2031	1.00	400,000	700,000
September 7, 2032	1.05	-	500,000
Weighted average remaining life (years)		6.33	7,98

Unit-based compensation

The fair value of the options was estimated at the date the period using the Black-Scholes pricing model based on the following assumptions:

	September 30, 2024	December 31, 2023
Unit price ($)	1.20	1.15
Exercise price ($)	1.00 - 1.25	1.00 - 1.15
Expected distribution ($)	0.001	0.001
Risk-free interest rate (%)	2.73 - 2,88	3.10 - 3.29
Expected annual volatility (%)	28,00	28,00
Expected life (years)	4.53 - 7.94	6.21 - 8.67
Fair value of option	0.34 - 0.55	0.41 - 0.51

13. FINANCIAL EXPENSES

	3 months ended September 30,		9 months ended September 30,
	2024 $	2023 $	2024 $	2023 $
Interest on mortgages	27 471	20 504	74 681	48 801
Interest on sales price balance	3 355	9 935	17 715	19 175
Other financial charges	4 396	3 098	11 688	6 628
Interest income	(1 646)	(6 561)	(11 091)	(15 124)
	33 576	26 976	92 993	59 480

14. CASH FLOWS

	2024 $	2023 $
Net change in non-cash asset and liability items:
Other current assets	(40 656)	(32 475)
Other financial assets	-	-
Accounts payable	(13 862)	73 210
Deferred revenues	12 994	-
	(41 524)	40 735
Cash and cash equivalents
Cash	60 060	101 502
Term deposit	250 000	400 000
	310 060	501 502

Page 12

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2024 AND 2023
(unaudited)
(in canadian dollars)

15. FINANCIAL INSTRUMENTS

The fair value of cash, term deposit, other financial assets and accounts payable approximates their carrying value due to their short-term maturity.

The fair value of mortgages and sales price balance was estimated from current market rates of financial instruments with similar terms and maturity.

The fair value of the contingent payment liability has been estimated on projected future profits and market rates of financial instruments with similar terms and maturity.

The Trust's policy concerning hierarchy level transfers is that level transfers occur when, at closing date, fair value data used in valuation changes and when valuation techniques change.

The following table shows the carrying value of the financial assets and financial liabilities as well as their fair value. It also shows their hierarchy level of valuation.

Classification of financial instruments

	Hierarchy	Carrying amount		Fair value
	Level	Fair value through profit and loss $	Amortized cost $	$
September 30, 2024
Financial assets
Cash and cash equivalents	(2)	-	60 060	60 060
Term deposit	(2)	-	250 000	250 000
Other financial assets	(2)	-	14 959	14 959
		-	325 019	325 019
Financial liabilities
Accounts payable	(2)	-	74 884	74 884
Mortgages	(2)	-	1 759 784	1 759 784
Sales price balance	(2)	-	500 000	500 000
Note payable	(2)	-	337 622	337 622
Contingent payment liability	(3)	110 000	-	110 000
Unit-based compensation	(3)	338 000	-	338 000
		448 000	2 672 290	3 120 290
December 31, 2023
Financial assets
Cash and cash equivalents	(2)	-	118 784	118 784
Term deposit	(2)	-	400 000	400 000
Other financial assets	(2)	-	14 959	14 959
		-	533 743	533 743
Financial liabilities
Accounts payable	(2)	-	178 175	178 175
Mortgages	(2)	-	1 763 652	1 763 652
Sales price balance	(2)	-	500 000	500 000
Contingent payment liability	(3)	110 000	-	110 000
Unit-based compensation	(3)	694 000	-	694 000
		804 000	2 441 827	3 245 827

Fair value of unit-based compensation

The sensitivity of the unit-based compensation to price and volatility of the unit is shown in the following table:

Unit price ($)	Value ($)	Volatility (%)	Value ($)
1.20	338 000	28	338 000
1.25	366 000	33	369 000
1.15	311 000	23	310 000

Page 13

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2024 AND 2023
(unaudited)
(in canadian dollars)

16. CAPITAL MANAGEMENT

The Trust's uses its capital for acquisitions, repayments of mortgages and other debts and projected payment of distributions to unitholders.

The Trust's capital components are as follows:

Capital	September 30, December 31,
	2024	2023
Mortgages	1 759 784	1 763 652
Sales price balance	500 000	500 000
Note payable	337 622	-
Trust units	4 314 000	4 314 000
	6 911 406	6 577 652

17. RISK MANAGEMENT

Management of risks arising from financial instruments

In the normal course of business, the Trust is exposed to interest rate risk and liquidity risk. The Trust manages these risk exposures on an ongoing basis. In order to limit the effects of changes in interest rates on its expenses and cash flows, the Trust constantly follows the evolution of the market interest rate and consequently determines the composition of its debts.

Interest rate risk

The interest rate risk, for which the Trust has an exposure, concerns its mortgages and sales price balance. These financial instruments with a fixed-rate of interest expose the Trust to a fair value risk.

The mortgages and the sales price balance have a fixed interest rate until maturity. This reduces the market rate volatility risk.

Each change of 1% of the interest rates would have an impact of $25,548 on the financial expenses of the period.

Liquidity risk

The following are the contractual maturities of financial liabilities, including estimated interest payments:

	Carrying value	Contractual value	2024	2025	2026	2027	Thereafter
September 30, 2024	$	$	$	$	$	$	$
Accounts payable	74 884	74 884	74 884	-	-	-	-
Mortgages	1 759 784	2 103 417	37 350	149 404	149 404	149 404	1 617 855
Sales price balance	500 000	523 750	206 250	15 000	302 500	-	-
Note payable	337 622	342 571	342 571	-	-	-	-
Conditional payment liability	110 000	110 000	-	-	-	-	110 000
December 31, 2023	$	$	$	$	$	$	$
Accounts payable	178 175	178 175	178 175	-	-	-	-
Mortgages	1 763 652	2 046 967	233 750	233 616	228 616	228 616	1 122 369
Sales price balance	500 000	538 938	221 438	15 000	302 500	-	-
Conditional payment liability	110 000	110 000	-	-	-	-	110 000

Page 14

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2024 AND 2023
(unaudited)
(in canadian dollars)

17. RISK MANAGEMENT (continued)

Status of the REIT

18. RELATED PARTY TRANSACTIONS

Operating costs include an amount of $28,000 (2023 : $15,210) paid to a shareholder of a company that holds units. Administrative expenses include an amount $12,000 (2023 : $9,000) paid to a trustee or a company controlled by a trustee as well as $12,189 (2023 : $0) paid to a shareholder of a company that holds units. As at September 30, 2024, no amount was payable.

Financial expenses include an interest amount of $11,202 (2023: $11,070) on a debt granted by a company that holds units of the Trust. They also include an interest amount of $17,715 (2023: $15,658) on debts granted by companies controlled by unitholders. As at September 30, 2024, the amount payable was $22,010 (December 31, 2023: $50,715).

For the note payable of $337,622, a trustee of Margaux acted as an agent for the beneficiary of the note.

19. CONTINGENCY

Balance of sale under arbitration

With regards to the balance of sale in the amount of $200,000 owed to the seller of the Cowansville property, the Trust has proposed an arbitration to the seller because the Trust has two important claims against him. One being the violation of a non compete clause. This arbitration has been refused. It is now likely that the matter will go to court and according to our legal counsel, it could take many years before the matter is resolved.

20. SUBSEQUENT EVENTS

On November 25, 2024, the Trust obtained an increase of its credit facilities from $350,000 to $525,000 with the same terms.

■ Page 15 ■

6445111.16

APPENDIX "I"

MANAGEMENT'S DISCUSSION AND ANALYSIS OF MARGAUX REAL ESTATE INVESTMENT TRUST FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

(See attached)

MARGAUX REAL ESTATE INVESTMENT TRUST

MANAGEMENT'S DISCUSSION & ANALYSIS

PERIOD OF NINE MONTHS ENDED

SEPTEMBER 30, 2024

MANAGEMENT'S DISCUSSION & ANALYSIS

SCOPE OF ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) of Margaux Real Estate Investment Trust. (“Margaux” or the “Trust”) is intended to provide readers with an assessment of performance and summarize the results of operations and financial condition for the periods of three months and nine months ended September 30, 2024. It should be read in conjunction with the unaudited consolidated interim financial statements of the Trust of September 30, 2024 and the audited annual financial statements ended December 31, 2023. The financial data contained in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”) and all amounts are in Canadian dollars.

Dated December 4, 2024, this MD&A reflects all significant information available as of that date.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Statements based on management’s current expectations contain known and unknown inherent risks and uncertainties. Forward-looking statements may include verbs such as “believe,” “anticipate,” “estimate,” “expect,” “intend” and “assess” or related expressions, used in the affirmative and negative forms. These statements represent the Trust’s intentions, plans, expectations or beliefs and are subject to risks, uncertainties and other factors, many of which are beyond the Trust’s control. Actual results may vary from expectations. The reader is cautioned not to place undue reliance on any forward-looking statements.

Take note that the forward-looking statements contained in this MD&A describe our expectations as at December 4, 2024.

DESCRIPTION OF THE ISSUER’S BUSINESS

Margaux is a real estate investment trust incorporated on October 29, 2021. The Trust through its subsidiaries owns and rents storage spacing As at September 30, 2024, the Trust had 3 buildings of self storage. The 3 buildings are located in the province of Quebec. These buildings, with between 50-90 self storage rooms, are leased on a month-to-month basis to corporate and individual customers. Despite a possibility of high turnover of customers, the buildings are almost continuously fully leased.

OUTLOOK 2024

The Trust is constantly looking for acquisitions of self storage buildings with good cash flows. It privileges buildings where possible expansion can be realized. It plans to undertake construction expansion on the Drummondville property where 160 storage rooms will be added for a budgeted cost of $2,000,000.

MAJOR EVENT AND OTHER IMPORTANT FACTS

On July 22, 2024, the Trust signed an arrangement agreement with Odessa pursuant to which the Trust and Odessa intend to complete a reverse takeover transaction (the "Transaction") whereby Margaux will acquire all of the issued and outstanding common shares of Odessa in exchange of Margaux units.

In May 2024 the Trust started expansion construction on the Roxton Pond property. The construction is finished and amounted to $430,678. In July 2024, the Trust obtained additional financing of $325,000 for this specific construction.

QUARTERLY FINANCIAL INFORMATION

	2024 T3	2024 T2	2024 T1	2023 T4	2023 T3	2023 T2	2023 T1
Storage income	147,779	120,443	122,629	123,507	130,915	110,341	50,003
Operating costs	39,121	49,695	46,580	50,682	32,216	31,055	30,979
Amortization	50,470	50,465	50,315	53,249	51,685	50,432	50,432
Net income (loss)	76,344	138,538	(40,411)	(181,696)	(32,949)	(85,402)	171,308
Real estate	6,479,503	6,422,628	6,121,978	6,132,188	6,116,713	6,143,330	6,220,262
Total assets	7,358,626	7,391,872	7,251,339	7,296,698	7,056,424	7,339,993	7,422,743
Total liabilities	3,133,284	3,117,874	3,016,879	3,245,827	2,818,320	2,853,927	2,786,465

FINANCIAL INFORMATION

	September 30		September 30
	3 months		6 months
	2024	2023	2024	2023
Storage income	147,779	130,915	390,851	291,259
Operating costs	39,121	32,216	135,396	94,250
Expenses	32,314	131,648	80,984	450,321
Net income (loss)	76,344	(32,949)	174,471	(31,043)

OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2024

The increase in rental income comes from the complete integration of the acquisition made on March 16, 2023 and the increase in price of storage rent. The operating costs have increased following the increase in property taxes, insurance and managing costs of the properties. The administrative expenses mainly include professional fees, debts interests, administrative costs and amortization of real estate and intangible assets. They have increased following higher administrative costs of $15,975, financial expenses of $6,600 and amortization expenses of $3,091.

Administrative expenses have increased due to higher professional fees incurred in the preparation of reviewed financial statements and documents in line with the reverse takeover transaction explained in the major event section above. The increase in financial expenses comes from interest paid on the additional financing obtained for the expansion construction on the Roxton Pond property, increase in bank charges paid on collection of rents and lower interest income on investments. The amortization expenses have increased proportionally with the date of the last acquisition.

OPERATIONS FOR THE PERIOD OF 9 MONTHS ENDED SEPTEMBER 30, 2024

The increase in rental income comes from the complete integration of the acquisition made on March 16, 2023 and the increase in price of storage rent. The operating costs have increased following the increase in property taxes, insurance and managing costs of the properties. The administrative expenses mainly include professional fees, debts interests, amortization of real estate and intangible assets and lastly unit based compensation. They have decreased following the cancellation of unit options following the resignation of trustees. The cancellation of options has decreased expenses by an amount of $445,000 counterbalanced by higher administrative expenses of $24,869, financial expenses of $33,513 and amortization expenses of $12,281.

Administrative expenses have increased due to higher professional fees incurred in the preparation of reviewed financial statements and documents in line with the reverse takeover transaction explained in the major event section above. The increase in financial expenses comes from the interest paid on the additional debts contracted for the March 16, 2023 acquisition which has a full impact on the 2024 period numbers, interest paid on the additional financing obtained for the expansion construction on the Roxton Pond property, increase in bank charges paid on collection of rents and lower interest income on investments. The amortization expenses have increased proportionally with the date of the last acquisition.

	September 30 9 months
	2024	2023
Operating activities	45,516	65,155
Investing activities	(545,372)	(939,968)
Financing activities	291,132	(20,607)
Change in cash flows position	(208,724)	(895,420)
Cash and cash equivalents
Beginning of the period	518,784	1,396,922
Cash and cash equivalents
End of the period	310,060	501,502
The Trust’s storage income is sufficient to pay direct operating costs, administrative expenses and debts interests. Funds obtained from the operating activities include net storage income less expenses. The decrease in 2024 compared to 2023 is explained by higher operating costs, administrative and financial expenses as explained in the section “Operations for the period of 9 months”.
For 2024, the funds used in the investing activities represent cash paid on expansion of current properties. The Trust made no acquisition in 2024.
Funds obtained from the financing activities represent the additional financing of $325,000 explained before less the payments of debts related to previous acquisitions.
To the present, the acquisitions of properties are largely paid by the proceeds of past issuance of units of the Trust. For its future acquisitions, management intends to finance them with a larger portion of debts. For the expansion of current properties, the Trust will try to obtain additional financing as it was the case this year with the Roxton Pond property.
The Trust expects to be able to meet all its obligations as they become due. The Trust has sufficient liquidity provided by its cash on hand and cash flow from operating activities. The Trust considers that it has the ability to obtain funds from raising equity and debt when needed. It also considers that it has the ability to refinance or paid debts that mature.
CAPITAL STRUCTURE
The real estate business requires capital in order to fund acquisitions. The Trust is authorized to issue an unlimited number of units. During the period of 9 months ended on September 30, 2024, the Trust issued no unit. As at September 30, 2024, 4,195,059 units with an issued value of $4,314,000 were issued and outstanding.
The Trust also has a unit options plan (“Options”). On May 19, 2024, the Trust cancelled 800,000 unit options following the resignation of trustees. The Trust recorded a negative expense of $445,000 to income under the account Unit-based compensation. During the period of 9 months ended September 30, 2024, the Trust granted 100,000 unit options with a fair value of $36,000. As at September 30, 2024, 700,000 Options were outstanding.
The Trust also finances its acquisitions through debts. As at September 30, 2024, Margaux had mortgages, balances of sale and note payable of $1,759,784, $500,000 and $337,622 respectively. Interest rates on those debts range between 5.0% - 5.48%. Only one mortgage requires a monthly payment of $12,450 whereas the other debts require one annual payment.
On May 3, 2024, the Trust obtained an authorized line of credit of $350,000 with a financial institution, bearing interest at the prime rate plus 0.50%. As at September 30, 2024, the line of credit has a balance of $0. The line of credit is secured by a property of a subsidiary of the Trust and by a first rank mortgage of $750,000 on all moveable assets of that subsidiary

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

Business combinations

Business combinations are recorded based on the acquisition method where assets acquired as well as liabilities assumed are measured at their fair value at the time of acquisition ("net assets"). If the consideration paid is greater than the fair value of net assets, the excess is recorded as goodwill. If the consideration paid is less, the difference is directly recorded to the statement of income and comprehensive income. Results of operation of an acquired business are included in the Trust's consolidated financial statements from the date of the business acquisition. Business acquisition and integration costs are expensed as incurred and included as acquisition costs in the statement of income and comprehensive income.

Revenue recognition

RISKS AND UNCERTAINTIES

Competition. The Trust is constantly looking for acquisitions of self storage buildings. This industry has many players and competition is high. This situation could result in higher prices to pay for acquisitions, to a point where the Trust could give up on acquisitions due to their expensive price. Competition also affects prices for rent charged to tenants to a point where the Trust could lose customers.

RELATED PARTY TRANSACTIONS

Operating costs include an amount of $28,000 (2023: $15,210) paid to an individual, shareholder of a company that holds units. Administrative expenses include an amount $12,000 (2023: $9,000) paid to a trustee or a company controlled by a trustee as well as $12,189 (2023: $0) paid to an individual, shareholder of a company that hold units. As at September 30, 2024, no amount was payable.

Financial expenses include an interest amount of $11,202 (2023: $11,070) on a debt provided by a company that holds units of the Trust. They also include an interest amount of $17,715 (2023: $15,658) on debts provided by companies controlled by unitholders. As at September 30, 2024, $22,010 (December 31, 2023: $50,715) was payable.

During the period ended September 30, 2024, the Trust granted 100,000 units options to an individual, shareholder of a company that holds units.

CONTIGENCY

SUBSEQUENT EVENTS

On November 25, 2024, the Trust obtained an increase of its credit facilities from $350,000 to $525,000 with the same terms.

6445111.16

APPENDIX "J"

ODESSA STOCK OPTION PLAN

(See attached)

ODESSA CAPITAL LTD.
STOCK OPTION PLAN

Purpose

The purpose of this Plan is to provide an incentive to the directors, officers, Employees, Consultants and other personnel of the Corporation or any of its subsidiaries to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract to and retain in the employ of the Corporation or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

This Plan has been adopted by the directors of the Corporation in connection with its initial public offering and listing of its common shares on the Exchange pursuant to the Capital Pool Company ("CPC") program of the Exchange as governed by TSX Venture Exchange Inc. Corporate Finance Manual Policy 2.4 ("Policy 2.4"). Notwithstanding anything herein to the contrary, while the Corporation remains a CPC, the terms of this Plan and the terms of all Options granted pursuant to this Plan shall include all terms, conditions and restrictions provided by Policy 2.4 as if such terms, conditions and restrictions were reproduced herein. While the Corporation is a CPC, Policy 2.4 shall prevail in the event of any inconsistency between Policy 2.4 and this Plan.

Definitions and Interpretation

When used in this Plan, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a) "Board of Directors" means the Board of Directors of the Corporation;

(b) "Common Shares" means common shares in the capital of the Corporation and any shares or securities of the Corporation into which such common shares are changed, converted, subdivided, consolidated or reclassified;

(c) "Corporation" means Odessa Capital Ltd. and any successor corporation and any reference herein to action by the Corporation means action by or under the authority of its Board of Directors or a duly empowered committee appointed by the Board of Directors;

(d) "Discounted Market Price" means the last per share closing price for the Common Shares on the Exchange before the date of grant of an Option, less any applicable discount under Exchange Policies;

(e) "Exchange" means the TSX Venture Exchange Inc. or any other stock exchange on which the Common Shares are listed;

(f) "Exchange Policies" means the policies of the Exchange, including those set forth in the Corporate Finance Manual of the Exchange;

(g) "Insider" has the meaning ascribed thereto in Exchange Policies;

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(h) "Option" means an option granted by the Corporation to an Optionee entitling such Optionee to acquire a designated number of Common Shares from treasury at a price determined by the Board of Directors;

(i) "Option Period" means the period determined by the Board of Directors during which an Optionee may exercise an Option, not to exceed the maximum period permitted by the Exchange, which maximum period is ten (10) years from the date the Option is granted;

(j) "Optionee" means a person who is a director, officer, Employee, Consultant or other personnel of the Corporation or a subsidiary of the Corporation; a corporation wholly-owned by such persons; or any other individual or body corporate who may be granted an option pursuant to the requirements of the Exchange, who is granted an Option pursuant to this Plan; and

(k) "Plan" shall mean the Corporation’s incentive stock option plan as embodied herein and as from time to time amended.

Capitalized terms in this Plan that are not otherwise defined herein shall have the meaning set out in the Exchange Policies, including without limitation "Consultant", "Employee", "Insider", "Investor Relations Activities", "Investor Relations Service Provider", "Management Company Employee", "Participant", "Person", "Security Based Compensation" and "Security Based Compensation Plan".

Wherever the singular or masculine is used in this Plan, the same shall be construed as meaning the plural or feminine or body corporate and vice versa, where the context or the parties so require.

Administration

This Plan shall be administered by the Board of Directors. The Board of Directors shall have full and final discretion to interpret the provisions of this Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of this Plan. All decisions and interpretations made by the Board of Directors shall be binding and conclusive upon the Corporation and on all persons eligible to participate in this Plan, subject to shareholder approval if required by the Exchange. Notwithstanding the foregoing or any other provision contained herein, the Board of Directors shall have the right to delegate the administration and operation of this Plan to a special committee of directors appointed from time to time by the Board of Directors, in which case all references herein to the Board of Directors shall be deemed to refer to such committee.

Eligibility

The Board of Directors may at any time and from time to time designate those Optionees who are to be granted an Option pursuant to this Plan and grant an Option to such Optionee. Subject to Exchange Policies and the limitations contained herein, the Board of Directors is authorized to provide for the grant and exercise of Options on such terms (which may vary as between Options) as it shall determine. No Option shall be granted to any person except upon recommendation of the Board of Directors. A person who has been granted an Option may, if he is otherwise eligible and if permitted by Exchange Policies, be granted an additional Option or Options if the Board of Directors shall so determine. Subject to Exchange Policies, the Corporation and any Optionee shall represent that the Optionee is a bona fide Employee, Consultant or Management Company

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Employee (as such terms are defined in Exchange Policies) in respect of Options granted to such Optionee.

5. Participation

Participation in this Plan shall be entirely voluntary and any decision not to participate shall not affect an Optionee’s relationship or employment with the Corporation.

Notwithstanding any express or implied term of this Plan or any Option to the contrary, the granting of an Option pursuant to this Plan shall in no way be construed as conferring on any Optionee any right with respect to continuance as a director, officer, Employee or Consultant of the Corporation or any subsidiary of the Corporation.

Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a director or officer of or a Consultant to the Corporation or any of its subsidiaries, where the Optionee at the same time becomes or continues to be a director, officer or full-time Employee of or a Consultant to the Corporation or any of its subsidiaries.

No Optionee shall have any of the rights of a shareholder of the Corporation in respect to Common Shares issuable on exercise of an Option until such Common Shares shall have been paid for in full and issued by the Corporation on exercise of the Option, pursuant to this Plan.

No options may be granted by the Corporation while it is a Capital Pool Company unless the Participant first enters into a CPC Escrow Agreement (as defined in Policy 2.4 of the Exchange) agreeing to deposit the options, and the common shares of the Corporation acquired pursuant to the exercise of such option, into escrow as described in Part 10 Policy 2.4 of the Exchange.

6. Common Shares Subject to Options

The number of Common Shares reserved for issuance to any one person pursuant to Options granted under this Plan and any other Security Based Compensation Plan of the Corporation shall be subject to the following restrictions:

(a) the aggregate number of Common Shares issuable pursuant to all Security Based Compensation Plans of the Corporation must not exceed 10% of the issued and outstanding Common Shares as at the date of the grant or issuance of any Security Based Compensation under any of such Security Based Compensation Plans, including the grant of Options under this Plan;

(b) the maximum number of Common Shares issuable pursuant to all Security Based Compensation granted or issued in any 12-month period to any person (and where permitted under the Exchange Policies, any Companies that are wholly owned by that Person) must not exceed 5% of the issued and outstanding Common Shares, calculated as at the date any Security Based Compensation is granted or issued to the Person, unless disinterested shareholder approval is obtained;

(c) while the Corporation is a CPC, the maximum number of Common Shares reserved for issuance pursuant to Options to any individual director or officer must not exceed 5% of the Common Shares of the Corporation outstanding as at the date of the grant of the Option;

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(d) the maximum aggregate number of Common Shares issuable pursuant to all Security Based Compensation granted or issued to Insiders (as a group) must not exceed 10% of the issued and outstanding Common Shares at any point in time, unless disinterested shareholder approval is obtained;

(e) the maximum aggregate number of Common Shares issuable pursuant to all Security Based Compensation granted or issued in any 12-month period to Insiders (as a group) must not exceed 10% of the issued and outstanding Common Shares, calculated as at the date any Security Based Compensation is granted or issued to any Insider, unless disinterested shareholder approval is obtained;

(f) the maximum aggregate number of Common Shares that are issuable pursuant to all Security Based Compensation granted or issued in any 12-month period to any one Consultant must not exceed 2% of the issued and outstanding Common Shares, calculated as at the date any Security Based Compensation is granted or issued to the Consultant;

(g) while the Corporation is a CPC, the aggregate maximum number of Common Shares reserved for issuance pursuant to Options to all technical Consultants must not exceed 2% of the Common Shares of the Corporation outstanding as at the date of grant;

(h) the maximum aggregate number of Common Shares that are issuable pursuant to all Options granted in any 12-month period to all Investor Relations Service Providers in the aggregate must not exceed 2% of the issued and outstanding Common Shares (provided that while the Corporation is a CPC it must not grant any Options to such persons employed in Investor Relations Activities), calculated as at the date the Option is granted to any such Investor Relations Service Provider.

Appropriate adjustments shall be made as set forth in Section 15 hereof, in both the number of Common Shares covered by individual grants and the total number of Common Shares authorized to be issued hereunder, to give effect to any relevant changes in the capitalization of the Corporation.

If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased Common Shares subject thereto shall again be available for the purpose of this Plan.

While the Corporation is a CPC, it may not grant or issue any Security Based Compensation other than Options.

Option Agreement

A written agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Common Shares subject to option, the exercise price and any other terms and conditions approved by the Board of Directors, all in accordance with the provisions of this Plan (herein referred to as the "Stock Option Agreement"). The Stock Option Agreement will be in such form as the Board of Directors may from time to time approve, and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Optionee may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

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Option Period and Exercise Price

Each Option and all rights thereunder shall be expressed to expire on the date set out in the respective Stock Option Agreement, which shall be the date of the expiry of the Option Period (the "Expiry Date"), which date shall not exceed ten (10) years from the date of grant of the Options, subject to earlier termination as provided in Sections 11 and 12 thereof.

Subject to Exchange Policies and any limitations imposed by any relevant regulatory authority, the exercise price of an Option granted under this Plan shall be as determined by the Board of Directors when such Option is granted and shall be an amount at least equal to the Discounted Market Price of the Common Shares (provided that while the Corporation is a CPC the exercise price of an Option granted under this Plan may not be less than the greater of (i) the price at which Common Shares are sold pursuant to the seed share offering of the Corporation, and (ii) the Discounted Market Price of the Common Shares).

Additionally, the exercise price of any options granted prior to the closing of the initial public offering of the Corporation cannot be less than the lowest price at which any Common Shares were issued by the Corporation prior to the initial public offering.

Exercise of Options

An Optionee shall be entitled to exercise an Option granted to him at any time prior to the expiry of the Option Period, subject to Sections 11 and 12 thereof and to vesting limitations which may be imposed by the Board of Directors at the time such Option is granted. Subject to Exchange Policies, including wither respect to the vesting of Options granted to any Investor Relations Service Provider, the Board of Directors may, in its sole discretion, determine the time during which an Option shall vest and the method of vesting, or that no vesting restriction shall exist.

The exercise of any Option will be conditional upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Common Shares in respect of which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Common Shares with respect to which the Option is being exercised.

Common Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Common Shares pursuant thereto shall comply with all relevant provisions of applicable securities law, including, without limitation, the 1933 Act, the United States Securities and Exchange Act of 1934, as amended, applicable U.S. state laws, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or consolidated stock price reporting system on which prices for the Common Shares are quoted at any given time. As a condition to the exercise of an Option, the Corporation may require, among other things, that the person exercising such Option to represent and warrant at the time of any such exercise that the Common Shares are being purchased only for investment and without any present intention to sell or distribute such Common Shares if, in the opinion of counsel for the Corporation, such a representation is required by law.

No Option granted pursuant to this Plan may be exercised before the completion of the Qualifying Transaction unless the Optionee agrees in writing to deposit the shares acquired into escrow until the issuance of the Final Exchange Bulletin (as defined in Policy 2.4).

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10. Blackout Extension Period

If an Option is to expire during a period when the Optionee is prohibited by the Corporation from exercising such Option or from trading in Common Shares of the Corporation pursuant to its applicable policies in respect of insider trading (a "Blackout Period"), the expiration date of such Option shall be extended for a period of ten (10) business days immediately following the end of the Blackout Period. This Section 10 applies to all Options outstanding under the Plan.

11. Ceasing to be a Director, Officer, Employee or Consultant

If an Optionee ceases to be a director, officer, Employee or Consultant of the Corporation or its subsidiaries for any reason other than death, the Optionee may, but only within the later of: (i) 12 months after the completion of the Qualifying Transaction (as defined in Policy 2.4) by the Corporation; and (ii) ninety (90) days after the Optionee's ceasing to be a director, officer, Employee or Consultant (or 30 days in the case of an Optionee engaged in Investor Relations Activities) or prior to the expiry of the Option Period, whichever is earlier, exercise any Option held by the Optionee, but only to the extent that the Optionee was entitled to exercise the Option at the date of such cessation. For greater certainty, any Optionee who is deemed to be an Employee of the Corporation pursuant to any medical or disability plan of the Corporation shall be deemed to be an Employee for the purposes of this Plan.

12. Death of Optionee

In the event of the death of an Optionee, the Option previously granted to him shall be exercisable within one (1) year following the date of the death of the Optionee or prior to the expiry of the Option Period, whichever is earlier, and then only:

(a) by the person or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or the laws of descent and distribution, or by the Optionee's legal personal representative; and
(b) to the extent that the Optionee was entitled to exercise the Option at the date of the Optionee's death.

13. Optionee's Rights Not Transferable

No right or interest of any Optionee in or under this Plan is assignable or transferable, in whole or in part, either directly or by operation of law or otherwise in any manner except by bequeath or the laws of descent and distribution, subject to the requirements of the Exchange, or as otherwise allowed by the Exchange.

Subject to the foregoing, the terms of this Plan shall bind the Corporation and its successors and assigns, and each Optionee and his heirs, executors, administrators and personal representatives.

14. Takeover or Change of Control

(a) The Corporation shall have the power, in the event of:

(i) any disposition of all or substantially all of the assets of the Corporation, or the dissolution, merger, amalgamation or consolidation of the Corporation with or into any other corporation or of such corporation into the Corporation, or

(ii) any change in control of the Corporation,

to make such arrangements as it shall deem appropriate for the exercise of outstanding Options or continuance of outstanding Options, including without limitation, to amend any Stock Option Agreement to permit the exercise of any or all of the remaining Options prior to the completion of any such transaction. If the Corporation shall exercise such power, the Option shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Corporation prior to the completion of such transaction.

(b) In the event of the proposed acceleration pursuant to this Section 14 of the vesting requirements prescribed by the Exchange at Section 4.4(c) of Exchange Policy 4.4 for Options granted to Investor Relations Service Providers, such acceleration of the prescribed vesting requirements shall not be permitted without prior Exchange approval.

15. Anti-Dilution of the Option

In the event of:

(a) any subdivision, redivision or change of the Common Shares at any time during the term of the Option into a greater number of Common Shares, the Corporation shall deliver, at the time of any exercise thereafter of the Option, such number of Common Shares as would have resulted from such subdivision, redivision or change if the exercise of the Option had been made prior to the date of such subdivision, redivision or change;

(b) any consolidation or change of the Common Shares at any time during the term of the Option into a lesser number of Common Shares, the number of Common Shares deliverable by the Corporation on any exercise thereafter of the Option shall be reduced to such number of Common Shares as would have resulted from such consolidation or change if the exercise of the Option had been made prior to the date of such consolidation or change;

(c) any reclassification of the Common Shares at any time outstanding or change of the Common Shares into other shares, or in case of the consolidation, amalgamation or merger of the Corporation with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or in case of any transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation, subject to the prior acceptance of the Exchange, at any time during the term of the Option, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Common Shares to which he was theretofore entitled upon exercise of the Option, the kind and amount of shares and other securities or property which such holder would have been entitled to receive as a result of such reclassification, change, consolidation, amalgamation, merger or transfer if, on the effective date thereof, he had been the holder of the number of Common Shares to which he was entitled upon exercise of the Option.

Adjustments shall be made successively whenever any event referred to in this section shall occur. For greater certainty, the Optionee shall pay for the number of shares, other securities or property as aforesaid, the amount the Optionee would have paid if the Optionee had exercised the Option prior to the effective date of such subdivision, redivision, consolidation or change of the Common

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Shares or such reclassification, consolidation, amalgamation, merger or transfer, as the case may be.

16. Costs

The Corporation shall pay all costs of administering this Plan.

17. Termination and Amendment

(a) The Board of Directors may amend or terminate this Plan or any outstanding Option granted hereunder at any time without the approval of the shareholders of the Corporation or any Optionee whose Option is amended or terminated, in order to conform this Plan or such Option, as the case may be, to applicable law or regulation or the requirements of the Exchange or any relevant regulatory authority, whether or not such amendment or termination would affect any accrued rights, subject to the approval of the Exchange or such regulatory authority.

(b) The Board of Directors may amend or terminate this Plan or any outstanding Option granted hereunder for any reason other than the reasons set forth in Section 17(a) thereof, subject to the approval of the Exchange or any relevant regulatory authority and the approval of the shareholders of the Corporation if required by the Exchange or such regulatory authority. Subject to Exchange Policies, disinterested shareholder approval will be obtained for any reduction in the exercise price of an Option, or the extension of the term of an Option, if the Optionee is an Insider of the Corporation at the time of the proposed amendment. No such amendment or termination will, without the consent of an Optionee, alter or impair any rights which have accrued to him prior to the effective date thereof.

(c) This Plan, and any amendments thereto, shall be subject to acceptance and approval by the Exchange. Any Options granted prior to such approval and acceptance shall be conditional upon such approval and acceptance being given and no such Options may be exercised unless and until such approval and acceptance are given.

18. Withholding Tax

Upon exercise of an Option, the Optionee will, upon notification of the amount due and prior to or concurrently with the delivery of the certificates representing the Common Shares, pay to the Corporation amounts necessary to satisfy applicable withholding tax requirements or will otherwise make arrangements satisfactory to the Corporation for such requirements. In order to implement this provision, the Corporation or any related corporation will have the right to retain and withhold from any payment of cash or Common Shares under the Plan the amount of taxes required to be withheld or otherwise deducted and paid in respect of such exercise. At its discretion, the Corporation may require an Optionee receiving Common Shares upon the exercise of an Option to reimburse the Corporation for any such taxes required to be withheld by the Corporation and withhold any distribution to the Optionee in whole or in part until the Corporation is so reimbursed. In lieu thereof, the Corporation will have the right to withhold from any cash amount due or to become due from the Corporation to the Optionee an amount equal to such taxes. The Corporation may also retain and withhold or the Optionee may elect, subject to approval by the Corporation at its sole discretion, to have the Corporation retain and withhold a number of Common Shares having a market value not less than the amount of such taxes required to be withheld by the Corporation

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to reimburse the Corporation for any such taxes and cancel (in whole or in part) any such Common Shares issuable upon exercise of an Option so withheld.

Applicable Law

This Plan shall be governed by, administered and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

Prior Plans

On the effective date (as set out in Section 21 hereof), subject to Exchange approval and, if required, shareholder approval:

(a) this Plan shall entirely replace and supersede prior stock option plans, if any, enacted by the Corporation; and

(b) all outstanding options shall be deemed to be granted pursuant to this Plan.

Effective Date

This Plan shall become effective as of and from, and the effective date of this Plan shall be March 24, 2023, upon receipt of all necessary shareholder and regulatory approvals.

Legends on Hold Periods

If required by the Exchange policies or applicable securities laws, the Common Shares issued on exercise of the Options will be legended.

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6445111.16

APPENDIX "K"

RESULTING ISSUER STOCK OPTION PLAN

(See attached)

MARGAUX REAL ESTATE INVESTMENT TRUST UNIT OPTION PLAN

1. Purpose

The purpose of this Plan is to provide an incentive to the trustees, officers, Employees, Consultants and other personnel of the Trust or any of its subsidiaries to achieve the longer-term objectives of the Trust; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Trust; and to attract to and retain in the employ of the Trust or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Trust.

2. Definitions and Interpretation

(a) "Board of Trustees" means the Board of Trustees of the Trust;

(b) "Discounted Market Price" means the last per unit closing price for the Units on the Exchange before the date of grant of an Option, less any applicable discount under Exchange Policies;

(d) "Exchange Policies" means the policies of the Exchange, including those set forth in the Corporate Finance Manual of the Exchange;

(e) "Insider" has the meaning ascribed thereto in Exchange Policies;

(f) "Option" means an option granted by the Trust to an Optionee entitling such Optionee to acquire a designated number of Units from treasury at a price determined by the Board of Trustees;

(g) "Option Period" means the period determined by the Board of Trustees during which an Optionee may exercise an Option, not to exceed the maximum period permitted by the Exchange, which maximum period is ten (10) years from the date the Option is granted;

(h) "Optionee" means a person who is a trustee, officer, Employee, Consultant or other personnel of the Trust or a subsidiary of the Trust; a Trust wholly-owned by such persons; or any other individual or body corporate who may be granted an option pursuant to the requirements of the Exchange, who is granted an Option pursuant to this Plan; and

(i) "Plan" shall mean the Trust’s incentive unit option plan as embodied herein and as from time to time amended.

(j) "Trust" means Margaux Real Estate Investment Trust and any successor Trust and any reference herein to action by the Trust means action by or under the authority of its Board of Trustees or a duly empowered committee appointed by the Board of Trustees;

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(k) "Units" means units of the Trust and any units or securities of the Trust into which such units are changed, converted, subdivided, consolidated or reclassified;

Wherever the singular or masculine is used in this Plan, the same shall be construed as meaning the plural or feminine or body corporate and vice versa, where the context or the parties so require.

Administration

This Plan shall be administered by the Board of Trustees. The Board of Trustees shall have full and final discretion to interpret the provisions of this Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of this Plan. All decisions and interpretations made by the Board of Trustees shall be binding and conclusive upon the Trust and on all persons eligible to participate in this Plan, subject to unitholder approval if required by the Exchange. Notwithstanding the foregoing or any other provision contained herein, the Board of Trustees shall have the right to delegate the administration and operation of this Plan to a special committee of trustees appointed from time to time by the Board of Trustees, in which case all references herein to the Board of Trustees shall be deemed to refer to such committee.

Eligibility

The Board of Trustees may at any time and from time to time designate those Optionees who are to be granted an Option pursuant to this Plan and grant an Option to such Optionee. Subject to Exchange Policies and the limitations contained herein, the Board of Trustees is authorized to provide for the grant and exercise of Options on such terms (which may vary as between Options) as it shall determine. No Option shall be granted to any person except upon recommendation of the Board of Trustees. A person who has been granted an Option may, if he is otherwise eligible and if permitted by Exchange Policies, be granted an additional Option or Options if the Board of Trustees shall so determine. Subject to Exchange Policies, the Trust and any Optionee shall represent that the Optionee is a bona fide Employee, Consultant or Management Company Employee (as such terms are defined in Exchange Policies) in respect of Options granted to such Optionee.

Participation

Participation in this Plan shall be entirely voluntary and any decision not to participate shall not affect an Optionee's relationship or employment with the Trust.

Notwithstanding any express or implied term of this Plan or any Option to the contrary, the granting of an Option pursuant to this Plan shall in no way be construed as conferring on any Optionee any right with respect to continuance as a trustee, officer, Employee or Consultant of the Trust or any subsidiary of the Trust.

Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a trustee or officer of or a Consultant to the Trust or any of its subsidiaries, where the

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Optionee at the same time becomes or continues to be a trustee, officer or full-time Employee of or a Consultant to the Trust or any of its subsidiaries.

No Optionee shall have any of the rights of a unitholder of the Trust in respect to Units issuable on exercise of an Option until such Units shall have been paid for in full and issued by the Trust on exercise of the Option, pursuant to this Plan.

6. Units Subject to Options

The number of Units reserved for issuance to any one person pursuant to Options granted under this Plan and any other Security Based Compensation Plan of the Trust shall be subject to the following restrictions:

(a) the aggregate number of Units issuable pursuant to all Security Based Compensation Plans of the Trust must not exceed 20% of the issued and outstanding Units as at the date of unitholder approval of the Plan, being 1,412,345 Units;

(b) the maximum number of Units issuable pursuant to all Security Based Compensation granted or issued in any 12-month period to any person (and where permitted under the Exchange Policies, any Companies that are wholly owned by that Person) must not exceed 5% of the issued and outstanding Units, calculated as at the date any Security Based Compensation is granted or issued to the Person, unless disinterested unitholder approval is obtained;

(c) the maximum aggregate number of Units issuable pursuant to all Security Based Compensation granted or issued to Insiders (as a group) must not exceed 10% of the issued and outstanding Units at any point in time, unless disinterested unitholder approval is obtained;

(d) the maximum aggregate number of Units issuable pursuant to all Security Based Compensation granted or issued in any 12-month period to Insiders (as a group) must not exceed 10% of the issued and outstanding Units, calculated as at the date any Security Based Compensation is granted or issued to any Insider, unless disinterested unitholder approval is obtained;

(e) the maximum aggregate number of Units that are issuable pursuant to all Security Based Compensation granted or issued in any 12-month period to any one Consultant must not exceed 2% of the issued and outstanding Units, calculated as at the date any Security Based Compensation is granted or issued to the Consultant;

(f) the maximum aggregate number of Units that are issuable pursuant to all Options granted in any 12-month period to all Investor Relations Service Providers in the aggregate must not exceed 2% of the issued and outstanding Units, calculated as at the date the Option is granted to any such Investor Relations Service Provider.

Appropriate adjustments shall be made as set forth in Section 15 hereof, in both the number of Units covered by individual grants and the total number of Units authorized to be issued hereunder, to give effect to any relevant changes in the capitalization of the Trust.

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If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased Units subject thereto shall again be available for the purpose of this Plan.

7. Option Agreement

A written agreement will be entered into between the Trust and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Units subject to option, the exercise price and any other terms and conditions approved by the Board of Trustees, all in accordance with the provisions of this Plan (herein referred to as the "Stock Option Agreement"). The Stock Option Agreement will be in such form as the Board of Trustees may from time to time approve, and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Optionee may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Trust.

8. Option Period and Exercise Price

Each Option and all rights thereunder shall be expressed to expire on the date set out in the respective Stock Option Agreement, which shall be the date of the expiry of the Option Period (the "Expiry Date"), which date shall not exceed ten (10) years from the date of grant at the discretion of the Board of Trustees, subject to earlier termination as provided in Sections 11 and 12 thereof.

Additionally, the exercise price of any options granted prior to the closing of the initial public offering of the Trust cannot be less than the lowest price at which any Units were issued by the Trust prior to the initial public offering.

9. Exercise of Options

An Optionee shall be entitled to exercise an Option granted to him at any time prior to the expiry of the Option Period, subject to Sections 11 and 12 thereof and to vesting limitations which may be imposed by the Board of Trustees at the time such Option is granted. Subject to Exchange Policies, including wither respect to the vesting of Options granted to any Investor Relations Service Provider, the Board of Trustees may, in its sole discretion, determine the time during which an Option shall vest and the method of vesting, or that no vesting restriction shall exist.

The exercise of any Option will be conditional upon receipt by the Trust at its head office of a written notice of exercise, specifying the number of Units in respect of which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Units with respect to which the Option is being exercised.

Units shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Units pursuant thereto shall comply with all relevant provisions of applicable securities law, including, without limitation, the 1933 Act, the United States Securities and Exchange Act of 1934, as amended, applicable U.S. state laws, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or consolidated

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stock price reporting system on which prices for the Units are quoted at any given time. As a condition to the exercise of an Option, the Trust may require, among other things, that the person exercising such Option to represent and warrant at the time of any such exercise that the Units are being purchased only for investment and without any present intention to sell or distribute such Units if, in the opinion of counsel for the Trust, such a representation is required by law.

Blackout Extension Period

If an Option is to expire during a period when the Optionee is prohibited by the Trust from exercising such Option or from trading in Units of the Trust pursuant to its applicable policies in respect of insider trading (a "Blackout Period"), the expiration date of such Option shall be extended for a period of ten (10) business days immediately following the end of the Blackout Period. This Section 10 applies to all Options outstanding under the Plan.

Ceasing to be a Trustee, Officer, Employee or Consultant

If an Optionee ceases to be a trustee, officer, Employee or Consultant of the Trust or its subsidiaries for any reason other than death, the Option shall terminate on the date determined by the Board of Trustees which shall not be more than twelve (12) months from the date the Optionee ceases to be a trustee, officer, Employee or Consultant of the Trust or its subsidiaries.

Death of Optionee

(a) by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or the laws of descent and distribution, or by the Optionee’s legal personal representative; and
(b) to the extent that the Optionee was entitled to exercise the Option at the date of the Optionee’s death.

Optionee’s Rights Not Transferable

Subject to the foregoing, the terms of this Plan shall bind the Trust and its successors and assigns, and each Optionee and his heirs, executors, administrators and personal representatives.

Takeover or Change of Control

(a) The Trust shall have the power, in the event of:

(i) any disposition of all or substantially all of the assets of the Trust, or the dissolution, merger, amalgamation or consolidation of the Trust with or into any other trust or of such trust into the Trust, or

6446315.1

(ii) any change in control of the Trust,

to make such arrangements as it shall deem appropriate for the exercise of outstanding Options or continuance of outstanding Options, including without limitation, to amend any Stock Option Agreement to permit the exercise of any or all of the remaining Options prior to the completion of any such transaction. If the Trust shall exercise such power, the Option shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Trust prior to the completion of such transaction.

15. Anti-Dilution of the Option

In the event of:

(a) any subdivision, redivision or change of the Units at any time during the term of the Option into a greater number of Units, the Trust shall deliver, at the time of any exercise thereafter of the Option, such number of Units as would have resulted from such subdivision, redivision or change if the exercise of the Option had been made prior to the date of such subdivision, redivision or change;

(b) any consolidation or change of the Units at any time during the term of the Option into a lesser number of Units, the number of Units deliverable by the Trust on any exercise thereafter of the Option shall be reduced to such number of Units as would have resulted from such consolidation or change if the exercise of the Option had been made prior to the date of such consolidation or change;

(c) any reclassification of the Units at any time outstanding or change of the Units into other units, or in case of the consolidation, amalgamation or merger of the Trust with or into any other Trust (other than a consolidation, amalgamation or merger which does not result in a reclassification of the outstanding Units or a change of the Units into other units), or in case of any transfer of the undertaking or assets of the Trust as an entirety or substantially as an entirety to another Trust, subject to the prior acceptance of the Exchange, at any time during the term of the Option, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Units to which he was theretofore entitled upon exercise of the Option, the kind and amount of units and other securities or property which such holder would have been entitled to receive as a result of such reclassification, change, consolidation, amalgamation, merger or transfer if, on the effective date thereof, he had been the holder of the number of Units to which he was entitled upon exercise of the Option.

Adjustments shall be made successively whenever any event referred to in this section shall occur. For greater certainty, the Optionee shall pay for the number of units, other securities or property as aforesaid, the amount the Optionee would have paid if the Optionee had exercised the Option prior to the effective date of such subdivision, redivision, consolidation or change of the Units or such reclassification, consolidation, amalgamation, merger or transfer, as the case may be.

6446315.1

16. Costs

The Trust shall pay all costs of administering this Plan.

17. Termination and Amendment

(a) The Board of Trustees may amend or terminate this Plan or any outstanding Option granted hereunder at any time without the approval of the unitholders of the Trust or any Optionee whose Option is amended or terminated, in order to conform this Plan or such Option, as the case may be, to applicable law or regulation or the requirements of the Exchange or any relevant regulatory authority, whether or not such amendment or termination would affect any accrued rights, subject to the approval of the Exchange or such regulatory authority.

(b) The Board of Trustees may amend or terminate this Plan or any outstanding Option granted hereunder for any reason other than the reasons set forth in Section 17(a) hereof, subject to the approval of the Exchange or any relevant regulatory authority and the approval of the unitholders of the Trust if required by the Exchange or such regulatory authority. Subject to Exchange Policies, disinterested unitholder approval will be obtained for any reduction in the exercise price of an Option, or the extension of the term of an Option, if the Optionee is an Insider of the Trust at the time of the proposed amendment. No such amendment or termination will, without the consent of an Optionee, alter or impair any rights which have accrued to him prior to the effective date thereof.

18. Withholding Tax

Upon exercise of an Option, the Optionee will, upon notification of the amount due and prior to or concurrently with the delivery of the certificates representing the Units, pay to the Trust amounts necessary to satisfy applicable withholding tax requirements or will otherwise make arrangements satisfactory to the Trust for such requirements. In order to implement this provision, the Trust or any related Trust will have the right to retain and withhold from any payment of cash or Units under the Plan the amount of taxes required to be withheld or otherwise deducted and paid in respect of such exercise. At its discretion, the Trust may require an Optionee receiving Units upon the exercise of an Option to reimburse the Trust for any such taxes required to be withheld by the Trust and withhold any distribution to the Optionee in whole or in part until the Trust is so reimbursed. In lieu thereof, the Trust will have the right to withhold from any cash amount due or to become due from the Trust to the Optionee an amount equal to such taxes. The Trust may also retain and withhold or the Optionee may elect, subject to approval by the Trust at its sole discretion, to have the Trust retain and withhold a number of Units having a market value not less than the amount of such taxes required to be withheld by the Trust to reimburse the Trust for any such taxes and cancel (in whole or in part) any such Units issuable upon exercise of an Option so withheld.

19. Applicable Law

This Plan shall be governed by, administered and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein.

6446315.1

Prior Plans

On the effective date (as set out in Section 21 hereof), subject to Exchange approval and, if required, unitholder approval:

(a) this Plan shall entirely replace and supersede prior stock option plans, if any, enacted by the Trust; and

(b) all outstanding options shall be deemed to be granted pursuant to this Plan.

Effective Date

This Plan shall become effective as of and from, and the effective date of this Plan shall be [•], 2024, upon receipt of all necessary unitholder and regulatory approvals.

Legends on Hold Periods

If required by the Exchange policies or applicable securities laws, the Units issued on exercise of the Options will be legended.

6446315.1

6445111.16

APPENDIX "L"

ODESSA AUDIT COMMITTEE CHARTER

(See attached)

ODESSA CAPITAL LTD.
(the "Corporation")

AUDIT COMMITTEE CHARTER

OVERALL ROLE AND RESPONSIBILITY

The Audit Committee shall:

1.1 Assist the board of directors of the Corporation (the "Board of Directors") in its oversight role with respect to:

(a) the quality and integrity of financial information;
(b) the independent auditor’s performance, qualifications and independence;
(c) the performance of the Corporation’s internal audit function, if applicable;
(d) the Corporation’s compliance with legal and regulatory requirements; and

1.2 Prepare such reports of the Audit Committee required to be included in the information/proxy circular of the Corporation in accordance with applicable laws or the rules of applicable securities regulatory authorities.

MEMBERSHIP AND MEETINGS

The Audit Committee shall consist of three (3) or more Directors appointed by the Board of Directors, the majority of whom shall not be officers or employees of the Corporation or any of the Corporation’s affiliates. Each of the members of the Audit Committee shall satisfy the applicable independence and experience requirements of the laws governing the Corporation, and applicable securities regulatory authorities.

The Board of Directors shall designate one (1) member of the Audit Committee as the Audit Committee Chair. Each member of the Audit Committee shall be financially literate as such qualification is interpreted by the Board of Directors in its business judgment. The Board of Directors shall determine whether and how many members of the Audit Committee qualify as a financial expert as defined by applicable law.

STRUCTURE AND OPERATIONS

The affirmative vote of a majority of the members of the Audit Committee participating in any meeting of the Audit Committee is necessary for the adoption of any resolution.

The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Committee shall report to the Board of Directors on its activities after each of its meetings at which time minutes of the prior Committee meeting shall be tabled for the Board of Directors.

The Audit Committee shall review and assess the adequacy of this Charter periodically and, where necessary, will recommend changes to the Board of Directors for its approval.

The Audit Committee is expected to establish and maintain free and open communication with management and the independent auditor and shall periodically meet separately with each of them.

B-1

SPECIFIC DUTIES

Oversight of the Independent Auditor

Make recommendations to the Board of Directors for the appointment and replacement of the independent auditor.
Responsibility for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.
Authority to pre-approve all audit services and permitted non-audit services (including the fees, terms and conditions for the performance of such services) to be performed by the independent auditor.
Evaluate the qualifications, performance and independence of the independent auditor, including: (i) reviewing and evaluating the lead partner on the independent auditor’s engagement with the Corporation, and (ii) considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence.
Obtain from the independent auditor and review the independent auditor’s report regarding the management internal control report of the Corporation to be included in the Corporation’s annual information/proxy circular, as required by applicable law.
Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law (currently at least every five years).

Financial Reporting

Review and discuss with management and the independent auditor:
prior to the annual audit the scope, planning and staffing of the annual audit;
the annual audited financial statements;
the Corporation’s annual and quarterly disclosures made in management’s discussion and analysis;
approve any reports for inclusion in the Corporation’s Annual Report, if any, as required by applicable legislation;
the Corporation’s quarterly financial statements, including the results of the independent auditor’s review of the quarterly financial statements and any matters required to be communicated by the independent auditor under applicable review standards;
significant financial reporting issues and judgments made in connection with the preparation of the Corporation’s financial statements;
any significant changes in the Corporation’s selection or application of accounting principles;
any major issues as to the adequacy of the Corporation’s internal controls and any special steps adopted in light of material control deficiencies; and
other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
Discuss with the independent auditor matters relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information and any significant disagreements with management.

B-2

B-3

AUDIT COMMITTEE'S ROLE

The Audit Committee has the oversight role set out in this Charter. Management, the Board of Directors, the independent auditor and the internal auditor all play important roles in respect of compliance and the preparation and presentation of financial information. Management is responsible for compliance and the preparation of financial statements and periodic reports. Management is responsible for ensuring the Corporation's financial statements and disclosures are complete, accurate, in accordance with generally accepted accounting principles and applicable laws. The Board of Directors in its oversight role is responsible for ensuring that management fulfills its responsibilities. The independent auditor, following the completion of its annual audit, opines on the presentation, in all material respects, of the financial position and results of operations of the Corporation in accordance with Canadian generally accepted accounting principles.

FUNDING FOR THE INDEPENDENT AUDITOR AND RETENTION OF OTHER INDEPENDENT ADVISORS

The Corporation shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor for the purpose of issuing an audit report and to any advisors retained by the Audit Committee. The Audit Committee shall also have the authority to retain such other independent advisors as it may from time to time deem necessary or advisable for its purposes and the payment of compensation therefor shall also be funded by the Corporation.

APPROVAL OF AUDIT AND REMITTED NON-AUDIT SERVICES PROVIDED BY EXTERNAL AUDITORS

Over the course of any year there will be two levels of approvals that will be provided. The first is the existing annual Audit Committee approval of the audit engagement and identifiable permitted non-audit services for the coming year. The second is in-year Audit Committee pre-approvals of proposed audit and permitted non-audit services as they arise.

Any proposed audit and permitted non-audit services to be provided by the External Auditor to the Corporation or its subsidiaries must receive prior approval from the Audit Committee, in accordance with this protocol. The Chief Financial Officer shall act as the primary contact to receive and assess any proposed engagements from the External Auditor.

Following receipt and initial review for eligibility by the primary contacts, a proposal would then be forwarded to the Audit Committee for review and confirmation that a proposed engagement is permitted.

In the majority of such instances, proposals may be received and considered by the Chair of the Audit Committee (or such other member of the Audit Committee who may be delegated authority to approve audit and permitted non-audit services), for approval of the proposal on behalf of the Audit Committee. The Audit Committee Chair will then inform the Audit Committee of any approvals granted at the next scheduled meeting.

6445111.16

APPENDIX "M"

UNAUDITED PRO FORMA STATEMENT OF FINANCIAL POSITION OF THE RESULTING ISSUER

(See attached)

MARGAUX REAL ESTATE INVESTMENT TRUST

UNAUDITED PRO FORMA
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT SEPTEMBER 30, 2024

AS AT SEPTEMBER 30, 2024

MARGAUX REAL ESTATE INVESTMENT TRUST
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

| | Odessa
(Unaudited) | Margaux REIT
(Unaudited) | | Pro forma
Adjustments | Pro forma
Balance
Margaux REIT
(Unaudited) |
| --- | --- | --- | --- | --- | --- |
| | $ | $ | | $ | $ |
| ASSETS | | | | | |
| NON-CURRENT ASSETS | | | | | |
| Real estate and equipment | - | 6 479 503 | (3d) | 325 000 | 6 804 503 |
| Intangible assets | - | 476 343 | | | 476 343 |
| Other assets | - | 14 959 | | | 14 959 |
| | - | 6 970 805 | | 325 000 | 7 295 805 |
| CURRENT ASSETS | | | | | |
| Cash | 18 694 | 60 060 | (3c) | 1 000 000 | 1 078 754 |
| Term deposit | 1 466 376 | 250 000 | | | 1 716 376 |
| Prepaid expenses | 2 411 | - | | | 2 411 |
| Other current assets | 26 362 | 77 761 | | | 104 123 |
| | 1 513 843 | 387 821 | | 1 000 000 | 2 901 664 |
| | 1 513 843 | 7 358 626 | | 1 325 000 | 10 197 469 |
| LIABILITIES | | | | | |
| NON-CURRENT LIABILITIES | | | | | |
| Mortgages | - | 1 704 568 | (3d) | 325 000 | 2 029 568 |
| Sales price balance | - | 300 000 | | | 300 000 |
| Convertible debentures | - | - | (3c) | 494 000 | 494 000 |
| Derivative financial instruments | - | - | (3c) | 26 000 | 26 000 |
| Contingent payment liability | - | 110 000 | | | 110 000 |
| Unit-based compensation | - | 338 000 | | | 338 000 |
| | - | 2 452 568 | | 845 000 | 3 297 568 |
| CURRENT LIABILITIES | | | | | |
| Accounts payable | 135 254 | 74 884 | (3a) | 274 849 | 484 987 |
| Deferred revenues | - | 12 994 | | | 12 994 |
| Note payable | - | 337 622 | | | 337 622 |
| Current portion of long term debts | - | 255 216 | | | 255 216 |
| | 135 254 | 3 133 284 | | 1 119 849 | 4 388 387 |
| UNITHOLDER'S EQUITY | | | | | |
| Share capital | 1 366 285 | - | (3a) | (1 366 285) | - |
| Trust units | - | 4 314 000 | (3a) | 1 999 999 | |
| | - | - | (3c) | 480 000 | 6 793 999 |
| Contributed surplus | 295 400 | - | (3a) | (295 400) | |
| | - | - | (3a) | 19 333 | 19 333 |
| Retained earnings / Deficit | (283 096) | (88 658) | (3a) | 283 096 | |
| | | | (3a) | (915 592) | (1 004 250) |
| | 1 378 589 | 4 225 342 | | 205 151 | 5 809 082 |
| | 1 513 843 | 7 358 626 | | 1 325 000 | 10 197 469 |

The accompanying notes are an integral part of the pro forma consolidated statement of financial position

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
SEPTEMBER 30, 2024
(Unaudited)

BASIS OF PRESENTATION

Margaux Real Estate Investment Trust ("Margaux") is an unincorporated open-ended real estate trust formed on October 29, 2021 under the laws of the province of Quebec. Margaux is authorized to issue an unlimited number of Trust units.

The pro forma unaudited consolidated statement of financial position (the "Pro Forma Statement") must be read with the transactions detailed in the information circular, the unaudited condensed interim financial statements of Odessa Capital Ltd. ("Odessa") and the unaudited consolidated condensed financial statements of Margaux as as September 30, 2024 and the accompanying notes of those financial statements included in the information circular.

Margaux Pro Forma Statement as at September 30, 2024 was prepared from the Margaux unaudited consolidated condensed interim statement of financial position as at September 30, 2024 and Odessa unaudited condensed interim statement of financial position as at September 30, 2024 as well as with the assumptions and adjustments detailed in note 3.

The substance of the proposed transaction is a transaction which results in Margaux becoming a listed public entity through the acquisition of Odessa. Therefore, these Pro Forma Statements present a continuation of Margaux's business.

The pro forma adjustments are provisory and are based on published financial information and certain assumptions and adjustments. The actual adjustments to the Margaux statement of financial position will depend on certain factors, including the financial performance of Margaux and Odessa between September 30, 2024 and the date of the transaction. Actual adjustments may differ from the adjustments reflected in this Pro Forma Statement.

Management considers that the assumptions and adjustments reasonably reflect all important aspects of the contemplated transactions and that the pro forma adjustments are justified in regard of these assumptions and appropriately applied in this Pro Forma Statement.

SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies used in preparing the Pro Forma Statement are set out in Odessa and Margaux audited financial statements for the year ended December 31, 2023. In preparing the Pro Forma Statement, a review was undertaken to identify accounting policy differences between Odessa and Margaux. Management believes that the significant accounting policies of the two companies are consistent in all material respects.

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
SEPTEMBER 30, 2024
(Unaudited)

PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

The Pro Forma Statement has been prepared as if the transactions and the following adjustments were realized on September 30, 2024 for the Pro Forma Statement.

3 Reverse takeover transaction

Considering that Odessa does not meet the definition of a business under IFRS 3 Business Combinations, the acquisition of Odessa is considered an equity-settled share-based payment under IFRS 2 Share-based Payment. That is, the transaction is equivalent to the issuance of units and options by Margaux for the net assets of Odessa and for obtaining a listing status. In accordance with reverse acquisition accounting:

a) The assets and liabilities of Margaux are included in the Pro Forma Statements at their carrying values and the net assets of Odessa are included at their fair value which is equal to the carrying value of the net assets given the current nature of the net assets. The difference between the estimated fair value of the Margaux deemed consideration transferred to Odessa shareholders less the fair value of the net assets acquired of Odessa is recorded as a listing expense.

The fair value of the net assets of Odessa acquired by Margaux is summarized as follows:

	Amount ($)
Assets acquired
Other assets	26 362
Cash	1 485 070
Prepaid expenses	2 411
Liabilities assumed
Accounts payable	(135 254)
Total net assets acquired	1 378 589
Consideration:
Fair value of 1,666,666 shares of Odessa	1 999 999
Fair value of 241,667 options of Odessa	19 333
Total consideration	2 019 332
Professional fees incurred in relation with the RTO	274 849
Excess consideration recorded as listing expense	915 592

The fair value of the shares of Odessa was based on the value per unit of the concurrent offering of $1.20 and the options of Odessa were assigned a fair value per option of $0.08 using the Black-Scholes option pricing model based on the following assumptions: exercise price 1.20$, risk-free rate of 3.36%, expected volatility of 100% and expected life of 5 years.

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
SEPTEMBER 30, 2024
(Unaudited)

b) An adjustment was recorded to reflect the consolidation of Odessa's common shares on a ratio of one new common share for the twelve old common shares (1:12 basis); and the exchange of all the issued and outstanding post consolidated common shares of Odessa for Trust units of Margaux. Margaux will issue 1,666,666 Trust units in exchange of the 1,666,666 consolidated common shares of Odessa.

An adjustment was recorded to reflect the consolidation of Odessa's share options ("Options") on a ratio of one new Options for the twelve old Options (1:12 basis); and the exchange of all the issued and outstanding post consolidated Options of Odessa for unit options of Margaux. Margaux will issue 241,667 unit options in exchange of the 241,667 consolidated Options of Odessa.

c) Offering

An adjustment was recorded to reflect Margaux issuance of $520,000 of convertible debentures and 400,000 Trust units at a unit price of $1.20 ($480,000) for a total consideration of $1,000,000. Expected issuance costs are negligeable as the placement is a non-brokered Private Placement.

The convertible debentures bear interest at 6.0% payable semi annually, maturing in 5 years, convertible into Trust units of Margaux at a price of $1.40 per Trust unit of Margaux. As Margaux's Trust units are redeemable upon unitholders demand, they are considered as financial liabilities. As a consequence, the convertible debentures have a derivative financial instruments component. At the date of issuance, a value of $494,000 and $26,000 was respectively recorded to the convertible debentures and the derivative financial instruments items.

d) Credit facilities and mortgage

Margaux has obtained an authorized line of credit of $350,000 with a financial institution, bearing interest at the prime rate plus 0.50%. As at September 30, 2024, the line of credit has not been used and has a balance of $0. In addition, Margaux has refinanced a mortgage and has obtained an additional $325,000, bearing interest at the prime rate plus 0.50%. The $325,000 has been used on expansion of properties.

PRO FORMA TRUST UNITS

Following the assumptions and adjustments explained in note 3, the number of Margaux units issued and outstanding as at September 30, 2024 is detailed as follows:

	Note	Number	$
September 30, 2024
Odessa balance		20 000 000	1 366 285
Consolidation 1:12	3b)	(18 333 334)	-
		1 666 666	1 366 285
Exchange of shares for units	3b)	(1 666 666)	(1 366 285)
		-	-
September 30, 2024
Margaux balance		4 195 059	4 314 000
Exchange of shares for units	3b)	1 666 666	1 999 999
Issuance of Trust units	3c)	400 000	480 000
		6 261 725	6 793 999

MARGAUX REAL ESTATE INVESTMENT TRUST
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
SEPTEMBER 30, 2024
(Unaudited)

PRO FORMA TRUST UNIT OPTIONS

Following the assumptions and adjustments explained in note 3, the number of Trust unit options issued and outstanding as at September 30, 2024 is detailed as follows:

	Note	Number	Exercise Price	Maturity
September 30, 2024
Odessa balance		1 500 000	0.10	August 3, 2028
Consolidation 1:12	3b)	(1 375 000)	0.10	August 3, 2028
		125 000	1.20	August 3, 2028
Options exchange	3b)	(125 000)	1.20	August 3, 2028
			-	-
September 30, 2024
Odessa balance		1 400 000	0.10	August 3, 2033
Consolidation 1:12	3b)	(1 283 333)	0.10	August 3, 2033
		116 667	1.20	August 3, 2033
Options exchange	3b)	(116 667)	1.20	August 3, 2033
			-	-
September 30, 2024
Margaux balance		400 000	1.02	December 21, 2031
Margaux balance		200 000	1.15	March 16, 2030
Margaux balance		100 000	1.25	April 11, 2029
Options exchange	3b)	125 000	1.20	August 3, 2028
Options exchange	3b)	116 667	1.20	August 3, 2033
		941 667	-	-

INCOME TAXES

The pro forma effective tax rate applicable to the consolidated operations will be determined according to the results of each entity. The income tax rate of Margaux is nil. The income tax rate of Odessa is 27.5%.

6445111.16

APPENDIX "N"

RESULTING ISSUER AUDIT COMMITTEE CHARTER

MARGAUX REAL ESTATE INVESTMENT TRUST

(the "Corporation")

AUDIT COMMITTEE MANDATE

OVERALL ROLE AND RESPONSIBILITY

The Audit Committee shall:

1.1 Assist the board of directors of the Corporation (the "Board of Directors") in its oversight role with respect to:

(a) the quality and integrity of financial information;
(b) the independent auditor's performance, qualifications and independence;
(c) the performance of the Corporation's internal audit function, if applicable; and
(d) the Corporation's compliance with legal and regulatory requirements.

MEMBERSHIP AND MEETINGS

The Audit Committee shall consist of three (3) or more Directors appointed by the Board of Directors, the majority of whom shall not be officers or employees of the Corporation or any of the Corporation's affiliates. Each of the members of the Audit Committee shall satisfy the applicable independence and experience requirements of the laws governing the Corporation, and applicable securities regulatory authorities.

STRUCTURE AND OPERATIONS

The affirmative vote of a majority of the members of the Audit Committee participating in any meeting of the Audit Committee is necessary for the adoption of any resolution.

The Audit Committee shall review and assess the adequacy of this Charter periodically and, where necessary, will recommend changes to the Board of Directors for its approval.

The Audit Committee is expected to establish and maintain free and open communication with management and the independent auditor and shall periodically meet separately with each of them.

SPECIFIC DUTIES

Oversight of the Independent Auditor

Make recommendations to the Board of Directors for the appointment and replacement of the independent auditor.
Responsibility for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.
Authority to pre-approve all audit services and permitted non-audit services (including the fees, terms and conditions for the performance of such services) to be performed by the independent auditor.
Evaluate the qualifications, performance and independence of the independent auditor, including: (i) reviewing and evaluating the lead partner on the independent auditor's engagement with the Corporation, and (ii) considering whether the auditor's quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence.
Obtain from the independent auditor and review the independent auditor's report regarding the management internal control report of the Corporation to be included in the Corporation's annual information/proxy circular, as required by applicable law.
Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law (currently at least every five years).

Financial Reporting

Review and discuss with management and the independent auditor:
prior to the annual audit the scope, planning and staffing of the annual audit;
the annual audited financial statements;
the Corporation's annual and quarterly disclosures made in management's discussion and analysis;
approve any reports for inclusion in the Corporation's Annual Report, if any, as required by applicable legislation;
the Corporation's quarterly financial statements, including the results of the independent auditor's review of the quarterly financial statements and any matters required to be communicated by the independent auditor under applicable review standards;
significant financial reporting issues and judgments made in connection with the preparation of the Corporation's financial statements;
any significant changes in the Corporation's selection or application of accounting principles;
any major issues as to the adequacy of the Corporation's internal controls and any special steps adopted in light of material control deficiencies; and
other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.

6445111.16

Discuss with the independent auditor matters relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information and any significant disagreements with management.

AUDIT COMMITTEE'S ROLE

FUNDING FOR THE INDEPENDENT AUDITOR AND RETENTION OF OTHER INDEPENDENT ADVISORS

APPROVAL OF AUDIT AND REMITTED NON-AUDIT SERVICES PROVIDED BY EXTERNAL AUDITORS

6445111.16

APPENDIX "O"

NOTICE OF APPLICATION AND INTERIM ORDER

(See attached)

303990466.1

CANADA

PROVINCE OF QUÉBEC
DISTRICT OF LONGUEUIL

No. 505-11-018296-249

SUPERIOR COURT
(Commercial Division)

Canada Business Corporations Act

IN THE MATTER OF A PROPOSED
ARRANGEMENT CONCERNING:

ODESSA CAPITAL LTD.
and
16080022 CANADA INC.

Applicants
and
MARGAUX REAL ESTATE INVESTMENT TRUST
and
HOLDERS OF SHARES OF ODESSA CAPITAL LTD.
and
THE DIRECTOR APPOINTED UNDER THE CANADA BUSINESS CORPORATIONS ACT

Impleaded Parties

NOTICE OF PRESENTATION OF THE APPLICATION FOR FINAL ORDER

TAKE NOTICE that the Applicants have filed an Application for Interim and Final Order regarding the Approval of an Arrangement (the "Application") before the Superior Court of Québec, District of Longueuil. A copy of the Application can be found on SEDAR+ under Odessa Capital Ltd.'s profile.

The Application for Interim Order was heard and an Interim Order was issued by the Superior Court of Québec on December 18, 2024 (the "Interim Order").

The Application will be presented, for adjudication on the final order contained therein (the "Final Order") to the Superior Court of Québec, District of Longueuil on February 5, 2025, in Room 1.15 of the Longueuil Courthouse, located at

1111 Jacques-Cartier Boulevard East, Longueuil, Québec, H2Y 1B7 at 9:00 a.m., or as soon thereafter as Counsel may be heard.

Pursuant to the Interim Order issued by the Superior Court of Québec, if you wish to make representations before the Court, you will be required to:

file an answer with this Court's registry and serve same on counsel to the Applicants (BCF LLP, c/o M'tre Gary Rivard, 1100 René-Lévesque Boulevard West, 25th Floor, Montréal (Québec) H3B 5C9, Email: [email protected], Fax: (514) 397-8515) by no later than 4:30 p.m. (EST) on or before January 30, 2025; and
if such answer is with the view to contesting the Application for Final Order, serve on the above-mentioned counsel and file with this Court's registry by no later than 4:30 p.m. (EST), on or before February 3, 2025, a written contestation supported as to the facts by affidavit(s), and exhibit(s) if any, without which such contestation the appearing person shall not be permitted to contest the Application for Final Order.

TAKE FURTHER NOTICE that, if you do not file an answer and/or a written contestation within the above-mentioned time limits, you may not be entitled to contest the Application for Final Order or make representations before the Court, and the Applicants could be granted a judgment without further notice or delay.

If you wish to make representations or contest the issuance by the Court of the Final Order, it is important that you take action within the time limits indicated, either by retaining the services of an attorney who will represent you and act in your name, or by doing so yourself in accordance with the formalities of the law.

DO ACT ACCORDINGLY.

MONTREAL, December 18, 2024

(S) BCF LLP
BCF LLP
Me Gary Rivard
[email protected]
1100 René-Lévesque Blvd West, 25th Floor
Montreal, Quebec H3B 5C9
Tel.: 514 397-6838
Fax: 514 397-8515
Our file: 111073-2
Attorneys for Applicants Odessa Capital Ltd and 16080022 Canada Inc.

303990466.1

CANADA
PROVINCE OF QUEBEC
DISTRICT OF LONGUEUIL
File: No: 505-11-018296-249

SUPERIOR COURT
Commercial Division
18 P.6. J.C.1
Longueuil, December 19, 2024

Present: The Honourable Patrick Buchholz, J.S.C.

IN THE MATTER OF A PROPOSED ARRANGEMENT CONCERNING:
ODESSA CAPITAL LTD.
and
16080022 CANADA INC.
Applicants
and
MARGAUX REAL ESTATE INVESTMENT TRUST
and
HOLDERS OF SHARES OF ODESSA CAPITAL LTD.
and
THE DIRECTOR APPOINTED UNDER THE CANADA BUSINESS CORPORATIONS ACT
Impleaded Parties

INTERIM ORDER¹

GIVEN the Applicants’ Application for Interim and Final Orders regarding the approval of an arrangement pursuant to the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (as amended, the “CBCA”), the exhibits, and the sworn statement of Mr. Michel Lassonde filed in support thereof (the “Application”);

GIVEN that this Court is satisfied that the Director appointed pursuant to the CBCA has been duly notified of the Application and has confirmed in writing that he would not appear or be heard on the Application;

¹ All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application, the Glossary of terms of the Information Circular, the Plan of Arrangement or the Arrangement Agreement.

GIVEN the provisions of the ABCA, the CBCA and the Civil Code of Québec (“CCQ”);

GIVEN the representations of counsel for the Applicants;

GIVEN that this Court is satisfied, at the present time, that the proposed transaction is an “arrangement” within the meaning of Section 192(1) of the CBCA;

GIVEN that this Court is satisfied, at the present time, that it is not practicable for the Applicants to effect the arrangement proposed under any other provision of the CBCA;

GIVEN that this Court is satisfied, at the present time, that the Applicants meet the requirements set out in Subsections 192(2)(a) and (b) of the CBCA and that the Applicants are not insolvent;

GIVEN that this Court is satisfied, at the present time, that the arrangement is put forward in good faith and, in all likelihood, for a valid business purpose;

FOR THESE REASONS, THE COURT:

[1] GRANTS the Interim Order sought in the Application;

[2] DISPENSES the Applicants of the obligation, if any, to notify any person other than the Director appointed pursuant to the CBCA with respect to the Interim Order;

[3] ORDERS that all Odessa Shareholders be deemed parties, as Impleaded Parties, to the present proceedings and be bound by the terms of any Order rendered herein;

The Meeting

[4] ORDERS that the Applicant Odessa may convene, hold and conduct the Meeting on January 30, 2025, commencing at 10:00 a.m. (Montréal time) or any other date that may be determined by Odessa according to law, its by-laws or the terms of this Interim Order, at the following location Hotel Alt, 6500, Boulevard de Rome, Brossard, Québec, J4Y 0B6, at which time the Odessa Shareholders will be asked, among other things, to consider and, if thought appropriate, to pass, with or without variation, the Arrangement Resolution substantially in the form set forth in Appendix “A” of the Circular to, among other things, authorize, approve and adopt the Arrangement, and to transact such other business as may properly come before the Corporation Meeting, the whole in accordance with the terms, restrictions and conditions of the articles and by-laws of Odessa, the ABCA, the CBCA, and this Interim Order, provided that to the extent there is any inconsistency between this Interim Order and the terms, restrictions and conditions of the articles and by-laws of Odessa or the ABCA, the CBCA, this Interim Order shall govern;

[5] ORDERS that in respect of the vote on the Continuation Resolution or any matter determined by the Chair of the Meeting to be related to the Arrangement, each Odessa Shareholder shall be entitled to cast one vote in respect of each such Odessa Share held;

[6] ORDERS that in respect of the vote on the Arrangement Resolution or any matter determined by the Chair of the Meeting to be related to the Arrangement, each Odessa Shareholder shall be entitled to cast one vote in respect of each such Odessa Share held;

[7] ORDERS that, on the basis that each registered holder of Odessa Shareholder be entitled to cast one vote in respect of each such Odessa Share for the purpose of the vote on the Arrangement Resolution, the quorum for the Meeting is fixed at one (1) Shareholder present in person or by proxy holding, in aggregate, 10% of all the outstanding Shares;

[8] ORDERS that the only persons entitled to attend, be heard or vote at the Meeting (as it may be adjourned or postponed) shall be the registered Shareholders at the close of business on the Record Date) their proxy holders, and the directors and advisors of the Applicants, provided however that such other persons having the permission of the Chair of the Meeting shall also be entitled to attend and be heard at the Meeting;

[9] ORDERS that for the purpose of the vote on the Arrangement Resolution, or any other vote taken by ballot at the Meeting, any spoiled ballots, illegible ballots and defective ballots shall be deemed not to be votes cast by Odessa Shareholders and further ORDERS that proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution;

[10] ORDERS that Odessa, if it deems it advisable, be authorized to adjourn or postpone the Meeting on one or more occasions (whether or not a quorum is present), without the necessity of first convening the Meeting or first obtaining any vote of Shareholders respecting the adjournment or postponement; further ORDERS that notice of any such adjournment or postponement shall be given by press release, newspaper advertisement or by mail, as determined to be the most appropriate method of communication by Odessa; further ORDERS that any adjournment or postponement of the Meeting will not change the Record Date for Shareholders entitled to notice of, and to vote at, the Meeting and further ORDERS that any subsequent reconvening of the Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the subsequent reconvening of the Meeting;

[11] ORDERS that Odessa may amend, modify and/or supplement the Plan of Arrangement at any time and from time to time, provided that any such amendment, modification and/or supplement is not adverse to the economic interest of any Shareholder and that:

(a) any such amendment, modification and/or supplement made before or at the Meeting, shall be communicated in writing to the Shareholders and to the Director appointed pursuant to the CBCA as soon as possible and in any event prior to or at the Meeting;

(b) any such amendment, modification and/or supplement made after the Meeting and before the hearing of the Application for the Final Order (as defined below) shall be approved by this Court and subject to such terms and conditions this Court may deem appropriate and required in the circumstances; and

(c) any such amendment, modification and/or supplement made after the Final Order hearing shall be approved by this Court and subject to such terms and conditions this Court may deem appropriate and required in the circumstances, unless it is non-material and concerns a matter which is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement.

[12] ORDERS that Odessa is authorized to use proxies at the Meeting; that Odessa is authorized, at its expense, to solicit proxies on behalf of its management, directly or through its officers, directors and employees, and through such agents or representatives as it may retain for that purpose, and by mail or such other forms of personal or electronic communication as it may determine; and that Odessa may waive, in its discretion, the time limits for the deposit of proxies by the Shareholders if it considers it advisable to do so;

[13] ORDERS that, to be effective, the Arrangement Resolution, with or without variation, must be approved by the affirmative vote of not less than 66 2/3% of the total votes cast on the Arrangement Resolution by the Shareholders present in person or by proxy at the Meeting and entitled to vote at the Meeting; and further ORDERS that such vote shall be sufficient to authorize and direct Odessa to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what has been disclosed to the Shareholders in the Notice Materials (as this term is defined below);

The Notice Materials

[14] ORDERS that Odessa shall give notice of the Meeting, and that service of the Application for a Final Order shall be made by mailing, delivering or otherwise communication, in the manner hereinafter described and to the persons hereinafter specified, a copy of this Interim Order, together with the following documents, with such non-material amendments thereto as Odessa may deem to be necessary or desirable, provided that such amendments are not inconsistent with the terms of this Interim Order (collectively, the "Notice Materials"):

(a) the Notice of Meeting substantially in the same form as contained in Exhibit P-1;

(b) the Circular substantially in the same form as contained in Exhibit P-2, the whole subject being finalized and also subject to any amendments, modifications or addition that could be required by the Autorité des Marchés Financiers ("AMF") or the TSXV Exchange prior to sending same;

(c) a Form of Proxy substantially in the same form as contained in Exhibit P-3, which shall be finalized by inserting the relevant dates and other information;

(d) a notice substantially in the form of the draft filed as Exhibit P-4 providing, among other things, the date, time and room where the Application for a Final Order will be heard, and that a copy of the Application can be found on Sedar+ under Odessa's profile (the "Notice of Presentation");

[15] ORDERS that the Notice Materials shall be distributed:

(a) to the registered Shareholders by mailing or sending same by courier service the same to such persons in accordance with the ABCA, the CBCA and Odessa's by-laws at least twenty-one (21) days prior to the date of the Meeting;

(b) to the non-registered Shareholders, in compliance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer;

(c) to Odessa's directors and auditors, by delivering same at least twenty-one (21) days prior to the date of the Meeting in person, by recognized courier service or electronically; and

(d) to the Director appointed pursuant to the CBCA, by delivering same at least twenty-one (21) days prior to the date of the Meeting, by recognized courier service or electronically;

[16] ORDERS that if at the time where the distribution of the Notice Materials is to occur there is ongoing postal strike involving the total suspension of all postal services provided by Canada Post further to work action initiated by Canada Post's worker union on November 15, 2024, Odessa shall then be authorized to apply to the AMF for relief or if the AMF has issued a General Order (Décision générale) granting relief, Odessa shall be authorized to communicate the Notice Materials in accordance with any such relief order or general order granting relief in lieu of in the manner set out at subparagraphs (15) a) and b) of this Interim Order;

[17] ORDERS that a copy of the Application be posted on Sedar+ under Odessa's profile at the same time the Notice Materials are mailed or otherwise communicated;

[18] ORDERS that the Record Date for the determination of Shareholders entitled to receive the Notice Materials and to attend and be heard at the Meeting and vote on the Arrangement Resolution shall be the close of business (EST) on December 16, 2024;

[19] ORDERS that Odessa may make, in accordance with this Interim Order, such additions, amendments or revision to the Notice Materials as it determines to be appropriate or as required further to additional comments or requests from the AMF or the TSXV Exchange (the "Additional Materials"), which shall be distributed to the persons entitled to receive

the Notice Materials pursuant to this Interim Order by the method and in the time determined by the Applicants to be most practicable in the circumstances;

[20] DECLARES that the mailing or delivery of the Notice Materials and any Additional Materials in accordance with this Interim Order as set out above constitutes good and sufficient notice of the Meeting upon all persons, and that no other form of service of the Notice Materials and any Additional Materials or any portion thereof, or of the Application need be made, or notice given or other material served in respect of the Meeting to any persons;

[21] ORDERS that the Notice Materials and any Additional Materials shall be deemed, for the purposes of the present proceedings, to have been received and served upon:

(a) in the case of distribution by mail, three (3) business days after delivery thereof to the post office;
(b) in the case of delivery in person or by courier, upon receipt thereof at the intended recipient's address; and
(c) in the case of delivery by facsimile transmission or by e-mail, on the day of transmission;

[22] DECLARES that the accidental failure or omission to give notice of the Meeting to, or the non-receipt of such notice by, one or more of the persons specified in the Interim Order shall not invalidate any resolution passed at the Meeting or the proceedings herein, and shall not constitute a breach of the Interim Order or defect in the calling of the Meeting, provided that if any such failure or omission is brought to the attention of the Applicants, it shall use reasonable efforts to rectify such failure or omission by the method and in the time it determines to be most reasonably practicable in the circumstances;

Dissenting Shareholders' Rights

[23] ORDERS that in accordance with the Dissenting Shareholders' Rights set forth in the Plan of Arrangement, any registered Shareholder who wishes to dissent must provide a Dissent Notice so that it is received by the Secretary of Odessa at 180, chemin des Patriotes Sud, Mont Saint-Hilaire, Québec, J3G 5J3, or by email to [email protected], with a copy to BCF LLP (attn: Me Gary Rivard) at 1100, René-Lévesque Boulevard West, 25th Floor, Montréal, Québec, H3B 5C9, Fax: 514-397-8515, email: [email protected], on or prior to 5:00 p.m. (EST) on the Second Business Day immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time);

[24] DECLARES that a Dissenting Shareholder who has submitted a dissent notice and who votes in favor of the Arrangement Resolution shall no longer be considered a Dissenting Shareholder with respect to the Shares voted in favor of the Arrangement Resolution,

and that a vote against the Arrangement Resolution or an abstention shall not constitute a Dissent Notice;

[25] ORDERS that any Dissenting Shareholder wishing to apply to a Court to fix a fair value for Shares in respect of which Dissent Rights have been duly exercised must apply to the Superior Court of Québec and that for the purposes of the Arrangement contemplated in these proceedings, the "Court" referred to in Section 190 of the CBCA means the Superior Court of Québec;

The Final Order Hearing

[26] ORDERS that subject to the approval by the Shareholders of the Arrangement Resolution in the manner set forth in this Interim Order, the Applicants may apply for this Court to sanction the Arrangement by way of a final judgment (the “Application for a Final Order”);

[27] ORDERS that the Application for a Final Order be presented before the Superior Court of Québec, sitting in the Commercial Division in and for the district of Longueuil at the Longueuil Courthouse, located at 1111, Jacques-Cartier Boulevard East, in Longueuil, Québec, Room 1.15 at 9:00 a.m. on February 5, 2025, or so soon thereafter as counsel may be heard, or at any other date this Court may see fit;

[28] ORDERS that the mailing or delivery of the Notice Materials constitutes good and sufficient service of the Application and good and sufficient notice of presentation of the Application for a Final Order to all persons, whether those persons reside within Québec or in another jurisdiction;

[29] ORDERS that the only persons entitled to appear and be heard at the hearing of the Application for a Final Order shall be the Applicants and any person that:

(a) files an appearance with this Court’s registry and serve same on the Applicants’ counsel, Me Gary Rivard, BCF LLP, 1100 René-Lévesque Boulevard West, 25th Floor, Montréal, Québec, H3B 5C9, fax : 514-397-8515, no later than 4:30 p.m. (EST) on January 30, 2025; and

(b) if such appearance is with a view to contesting the Application for a Final Order, serves on the Applicants’ counsel (at the above address and facsimile number), no later than 4:30 p.m. (EST) on February 3, 2025, a written contestation supported as to the facts alleged by affidavit(s), and exhibit(s), if any;

[30] ALLOWS the Applicants to file any further evidence it deems appropriate, by way of supplementary affidavits or otherwise, in connection with the Application for a Final Order;

Miscellaneous

[31] ALLOWS the Applicants to file any further evidence they deem appropriate, by way of supplementary affidavit or otherwise, in connection with the Application for Final Order.

[32] ORDERS that the Applicants be entitled, at any time, to seek leave to vary the Interim Order upon such terms and such notice as this Court deems just.

[33] ORDERS the provisional execution of the Interim Order notwithstanding any appeal therefrom and without the necessity of furnishing any security.

[34] THE WHOLE without judicial costs, save in case of contestation.

COPIE CERTIFIÉE CONFORME
AU DOCUMENT DÉTENU PAR LA COUR
Julie Ruel GACS
Personne désignée par le greffier

6445111.16

APPENDIX "P"

PLAN OF ARRANGEMENT

(See attached)

PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1 INTERPRETATION

In this Plan of Arrangement, the following terms have the following meanings:

1.1

"Affiliate" means any Person that would be deemed to be an affiliated entity of such person within the meaning of National Instrument 45-106 – Prospectus Exemptions;

"ABCA" means the Business Corporations Act (Alberta);

"Amalco" means the corporation resulting from the amalgamation of Newco and Odessa, to be named "16080022 Canada Inc.";

"Amalco Shares" means the common shares of Amalco;

"Arrangement", "herein", "hereof", "hereto", "hereunder" and similar expressions mean and refer to the arrangement pursuant to section 192 of the CBCA set forth in this Plan of Arrangement as supplemented, modified or amended, and not to any particular article, section or other portion hereof;

"Arrangement Agreement" means the arrangement agreement dated July 22, 2024, between Odessa, the REIT and Newco pursuant to which such parties have proposed to implement the Arrangement, including any amendments thereto;

"Arrangement Resolution" means the special resolution of the Shareholders approving the Arrangement, the Plan of Arrangement, and the Arrangement Agreement to be considered at the Meeting;

"Business Day" means a day, other than a Saturday, Sunday or day on which Canadian chartered banks are authorized or required by law to be closed at their offices in Montreal, Québec or Calgary, Alberta;

"CBCA" means the Canada Business Corporations Act;

"Certificate" means the certificate or certificates or other confirmation of filing to be issued by the Director pursuant to section 192 of the CBCA giving effect to the Arrangement;

"Consolidation Ratio" means the ratio of one (1) post-consolidation Odessa Share for every twelve (12) pre-consolidation Odessa Shares held;

"Continuance" means the continuance of Odessa from a corporation incorporated under the ABCA to a corporation continued under the CBCA;

"Continuance Resolution" means the resolution of the Shareholders to approve the Continuance;

"Contract of Trust" means the contract of trust dated as of October 29, 2021 governing the REIT, as the same may be amended and/or restated from time to time;

"control" means, with respect to control of a body corporate by a Person, the holding (other than by way of security) by or for the benefit of that Person of securities of that body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate (whether or not securities of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) provided that such votes, if exercised, are sufficient to elect a majority of the board of directors of the body corporate;

"Court" means the Superior Court of Québec;

"Depository" means Computershare Trust Company of Canada at its offices referred to in the Information Circular;

"Director" means the Director appointed under the CBCA;

"Dissent Right" means the right of a Shareholder pursuant to section 190 of the CBCA, as modified by the Interim Order and this Plan of Arrangement, to dissent to the Arrangement Resolution and to be paid the fair value of the Odessa Shares in respect of which the Shareholder dissents, all in accordance with the Interim Order and section 190 of the CBCA;

"Dissenting Shareholder" means any registered Shareholders who has validly exercised its Dissent Right and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Right, but only in respect of the Odessa Shares in respect of which the Dissent Right is validly exercised by such registered Shareholder;

"DRS Statement" means a direct registration system advice statement;

"Effective Date" means the date the Arrangement is effective under the CBCA;

"Effective Time" means 12:01 a.m. (Montreal time) on the Effective Date or such other time on the Effective Date as agreed to in writing by Odessa, Newco and the REIT;

"Final Order" means the order of the Court approving the Arrangement to be applied for following the Meeting and to be granted pursuant to the provisions of section 192 of the CBCA, as such order may be affirmed, amended or modified by any court of competent jurisdiction;

"Odessa" means Odessa Capital Ltd., a corporation existing under the ABCA which will, at the Effective Time and following the Continuance, be a corporation continued under the CBCA;

"Odessa Options" means the options issued by Odessa pursuant to the Stock Option Plan, entitling their holders to purchase Odessa Shares;

"Odessa Agent Options" means the agent's options issued by Odessa, entitling their holder to purchase Odessa Shares;

"Odessa Shares" means common shares of Odessa;

"Odessa Warrants" means Share purchase warrants issued by Odessa and outstanding as at the Effective Date;

"Information Circular" means the management information circular to be distributed to Shareholders by Odessa in connection with the Meeting;

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"Interim Order" means the interim order of the Court in a form acceptable to Odessa, the REIT and Newco, issued under section 192 of the CBCA containing declarations and directions with respect to the Arrangement and the Meeting and issued pursuant to the application of Newco, as such order may be amended, modified, supplemented or varied by the Court with the consent of Odessa, the REIT and Newco, each acting reasonably;

"Meeting" means the special meeting of Shareholders, and any adjournment(s) or postponement(s) thereof, called and held in accordance with the Interim Order, to consider and to vote on the Arrangement Resolution and the other matters set out in the Notice of Meeting;

"Newco" means 16080022 Canada Inc., a wholly-owned subsidiary of the REIT;

"Newco Shares" means the common shares of Newco;

"Optionholder" means the holder of an Odessa Option;

"Person" means any individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government, regulatory authority or other entity;

"Plan of Arrangement" means this plan of arrangement as amended or supplemented from time to time in accordance with the terms thereof;

"REIT" means Margaux Real Estate Investment Trust / Fiducie De Placement Immobilier Margaux, a trust established under the Civil Code of Québec pursuant to the Contract of Trust;

"Shareholders" means the holders of Odessa Shares;

"Stock Option Plan" means Odessa's stock option plan dated March 24, 2023;

"Tax Act" means the Income Tax Act (Canada);

"Unit" means a unit of the REIT;

"Unit Option Plan" means the REIT's unit option plan, in a form acceptable to Odessa, to be adopted by the REIT prior to the Effective Time;

"Unit Options" means options issued by the REIT pursuant to the Unit Option Plan, entitling their holder to purchase Units;

"Unit Warrants" means Unit purchase warrants to be issued by the REIT at the Effective Date, replacing Odessa Warrants; and

"Unitholders" means the holders of Units from time to time.

1.2 In this Plan of Arrangement, unless otherwise expressly stated or the context otherwise requires:

(a) references to "herein", "hereby", "hereunder", "hereof" and similar expressions are references to this Plan of Arrangement and not to any particular Section, subsection or Schedule;

(b) references to an "Article", "Section" or "Schedule" are references to an Article, Section or Schedule of or to this Plan of Arrangement;

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(c) words importing the singular shall include the plural and vice versa, words importing gender shall include the masculine, feminine and neuter genders;

(d) the use of headings is for convenience of reference only and shall not affect the construction or interpretation hereof;

(e) the word "including", when following any general term or statement, is not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

(f) a reference to a statute or code includes every regulation made pursuant thereto, all amendments to the statute or code or to any such regulation in force from time to time, and any statute, code or regulation which supplements or supersedes such statute, code or regulation; and

(g) for greater certainty, the trustees of the REIT have entered into this Plan of Arrangement in their capacity as trustees of the REIT under the declaration of trust governing the REIT and this Plan of Arrangement has been executed and delivered on behalf of the trustees of the REIT in such capacity, and, unless otherwise expressly provided herein, where any reference is made in this Plan of Arrangement to the REIT as a party to this Plan of Arrangement or any other agreement or to an act to be performed by or a covenant, representation or warranty given by the REIT, such reference shall be construed and applied for all purposes as if it referred to the trustees of the REIT, in their capacity as trustees of the REIT under the declaration of trust governing the REIT.

1.3 In the event that the date on which any action is required to be taken hereunder by any of the parties is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

ARTICLE 2 ARRANGEMENT AGREEMENT

2.1 This Plan of Arrangement is made pursuant and subject to the provisions of the Arrangement Agreement.

2.2 This Plan of Arrangement, upon the filing of the Articles of Arrangement and the issue of the Certificate, will become effective on, and be binding on and after the Effective Date on: (i) the Shareholders; (ii) Odessa; (iii) the REIT; and (iv) Newco.

2.3 The Articles of Arrangement and the Certificate shall be filed and issued, respectively, with respect to this Arrangement in its entirety. The Certificate shall be conclusive evidence that the Arrangement has become effective and that each of the provisions of Article 3 has become effective in the sequence and at the times set out therein.

ARTICLE 3 ARRANGEMENT

3.1 The following preliminary steps will occur in the following order as conditions precedent to the implementation of this Plan of Arrangement:

(a) the Continuance Resolution will have been approved in accordance with the ABCA; and

(b) the Continuance will have been completed.

3.2 The following shall occur and be deemed to occur in the order provided below on the Effective Time without further act or formality:

(a) the Odessa Shares held by Dissenting Shareholders who have exercised Dissent Rights which remain valid immediately before the Effective Date will be deemed to have been transferred to Odessa and cancelled and cease to be outstanding, and such Dissenting Shareholders will cease to have any rights as Shareholders other than the right to be paid the fair value of their Odessa Shares;

(c) each issued and outstanding Odessa Share (except for those held by Dissenting Shareholders) will be transferred to the REIT in exchange for Units, in proportion to the number of Odessa Shares held by each Shareholder in Odessa, at a ratio of one (1) Unit for each Odessa Share;

(d) each Odessa Option will:

(i) be amended to remove any restrictions on transferability;

(ii) be exchanged for an option (a "REIT Option") to acquire (on the same terms and conditions as were applicable to such Odessa Option immediately prior to the Effective Time under the Stock Option Plan and the agreement evidencing the grant), the number of REIT Units equal to the product of: (A) the number of Odessa Shares subject to such Odessa Option immediately prior to the Effective Time, and (B) the Consolidation Ratio, and the aggregate number of REIT Options received by an Optionholder shall be rounded down to the nearest whole number. The exercise price per REIT Unit subject to any such REIT Option shall be the amount (rounded up to the nearest one-hundredth of a cent) equal to the quotient of: (A) the exercise price per Odessa Share subject to such Odessa Option immediately before the Effective Time divided by (B) the Consolidation Ratio;

(e) each Odessa Agent Option will:

(i) be amended to remove any restrictions on transferability;

(ii) be exchanged for an option (a "REIT Agent Option") to acquire (on the same terms and conditions as were applicable to such Odessa Agent Option immediately prior to the Effective Time under the agreement evidencing the Odessa Agent Option), the number of REIT Units equal to the product of: (A) the number of Odessa Shares subject to such Odessa Agent Option immediately prior to the Effective Time, and (B) the Consolidation Ratio, and the aggregate number of REIT Agent Options received by a holder of Odessa Agent Options shall be

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rounded down to the nearest whole number. The exercise price per REIT Unit subject to any such REIT Agent Option shall be the amount (rounded up to the nearest one-hundredth of a cent) equal to the quotient of: (A) the exercise price per Odessa Share subject to such Odessa Agent Option immediately before the Effective Time divided by (B) the Consolidation Ratio;

(f) each Odessa Option and Odessa Agent Option acquired by the REIT for the consideration described above shall be cancelled; and

(g) Odessa and Newco will amalgamate and form Amalco, all outstanding shares of which will be owned by the REIT.

3.3 With respect to each Shareholder (other than Dissenting Shareholders), on the Effective Date:

(a) upon the transfer of Odessa Shares to the REIT in consideration for Units pursuant to Section 3.2(c):

(i) the REIT shall issue to the Shareholders the number of Units issuable to the Shareholders on the basis set forth in Section 3.2(c) and the name of each Shareholder shall be added to the registers of holders of Units;

(ii) the name of each Shareholder shall be removed from the register of holders of Odessa Shares as they relate to the Odessa Shares so transferred; and

(iii) the REIT shall become the holder of the Odessa Shares so transferred and shall be added to the register of holders of Odessa Shares;

(b) upon the exchange of Odessa Options for REIT Options pursuant to Section 3.2(d), each holder of Odessa Options shall cease to be a holder of Odessa Options and the name of such former holder of Odessa Options shall be removed from the register of holders of Odessa Options as it relates to the Odessa Options so exchanged and the name of such former holder of Odessa Options shall be added to the register of holders of REIT Options;

(c) upon the exchange of Odessa Agent Options for REIT Agent Options pursuant to Section 3.2(e), each holder of Odessa Agent Options shall cease to be a holder of Odessa Agent Options and the name of such former holder of Odessa Agent Options shall be removed from the register of holders of Odessa Agent Options as it relates to the Odessa Agent Options so exchanged and the name of such former holder of Odessa Agent Options shall be added to the register of holders of REIT Agent Options;

(d) upon the amalgamation of Newco and Odessa pursuant to Section 3.2(g):

(i) all of the Odessa Shares outstanding immediately before the amalgamation shall be cancelled and the REIT shall be removed from the register of holders of such shares;

(ii) all of the Newco Shares outstanding immediately before the amalgamation shall be cancelled and the REIT shall be removed from the register of holders of such shares;

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(iii) the articles of Amalco shall be the same as the articles of Newco, and the name of Amalco shall be "16080022 Canada Inc.";

(iv) Amalco shall issue to the REIT in exchange for the Odessa Shares referred to in Section 3.3(d)(i) and Newco Shares referred to in Section 3.3(d)(ii), a number of Amalco Shares to the REIT representing all of Amalco Shares outstanding as fully-paid and nonassessable shares, and the REIT shall be added to the register of holders of Amalco Shares;

(v) the by-laws of Amalco shall be the by-laws of Newco and a copy of such by-laws may be examined at the registered address of Amalco;

(vi) the first directors of Amalco shall be the directors of Newco;

(vii) the first officers of Amalco shall be the officers of Newco; and

(viii) the registered office of Amalco shall be the registered office of Newco.

ARTICLE 4 DISSENTING SHAREHOLDERS

4.1 Each registered Shareholder shall have the right to dissent with respect to the Arrangement in accordance with the Interim Order. A Dissenting Shareholder shall, on the Effective Date, cease to have any rights as a Shareholder and shall only be entitled to be paid the fair value of the holder's Odessa Shares. A Dissenting Shareholder who is paid the fair value of the holder's Odessa Shares shall be deemed to have transferred the holder's Odessa Shares to Odessa for cancellation on the Effective Date, notwithstanding the provisions of section 190 of the CBCA. A Dissenting Shareholder who for any reason is not entitled to be paid the fair value of the holder's Odessa Shares shall be treated as if the holder had participated in the Arrangement on the same basis as a non-dissenting Shareholder pursuant to Section 3.2(c), notwithstanding the provisions of section 190 of the CBCA. The fair value of the Odessa Shares shall be determined as of the close of business on the last Business Day before the day on which the Arrangement is approved by the holders of Odessa Shares at the Meeting; but in no event shall Odessa or Amalco be required to recognize such Dissenting Shareholders as shareholders of Odessa or Amalco after the Effective Date and the names of such holders shall be removed from the applicable register of shareholders as at the Effective Date. For greater certainty, in addition to any other restrictions in section 190 of the CBCA, no Person who has voted in favour of the Arrangement shall be entitled to dissent with respect to the Arrangement.

ARTICLE 5 OUTSTANDING CERTIFICATES AND FRACTIONAL SHARES

5.1 From and after the Effective Date, certificates formerly representing Odessa Shares under the Arrangement shall be null and void, other than certificates formerly representing Odessa Shares under the Arrangement held by Dissenting Shareholders (who are not Dissenting Shareholders that were deemed to have participated in the Arrangement pursuant to Section 4.1), which shall represent only the right to receive the fair value of the Odessa Shares represented by such certificates.

5.2 From the Effective Date, the option agreements providing for the Odessa Options shall represent, in respect of each Optionholder, only the right of the Optionholder and the obligation of the REIT to enter into an option agreement in respect of REIT Options on terms substantially similar to the

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terms of the agreement formerly representing the Odessa Options (including an equivalent option exercise price).

5.3 From the Effective Date, the option agreements providing for the Odessa Agent Options shall represent, in respect of each holder, only the right of the holder and the obligation of the REIT to enter into an option agreement in respect of REIT Agent Options on terms substantially similar to the terms of the agreement formerly representing the Odessa Agent Options (including an equivalent option exercise price).

5.4 The REIT shall, as soon as practicable following the Effective Date, forward or cause to be forwarded by first class mail (postage prepaid) to such former Shareholder at the address specified in the register maintained by the registrar and transfer agent of Odessa for the Odessa Shares, certificate(s) or DRS Statement(s), as to be determined by the REIT, representing the number of Units issued to such holder pursuant to the Arrangement.

5.5 No certificates or DRS Statements representing fractional Units shall be issued pursuant to the Plan of Arrangement.

ARTICLE 6 AMENDMENTS

6.1 The Parties to the Arrangement Agreement may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be: (i) set out in writing; (ii) filed with the Court and, if made following the Meeting, approved by the Court; and (iii) communicated to holders of Odessa Shares if and as required by the Court.

6.2 Any amendment of, modification to or supplement to this Plan of Arrangement may be proposed by Odessa at any time prior to or at the Meeting with or without any other prior notice or communication, and if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

6.3 Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Time but shall only be effective if it is consented to by each of Odessa, the REIT and Amalco, provided that it concerns a matter which, in the reasonable opinion of Odessa, the REIT and Amalco is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of Odessa, the REIT and Amalco or any former Shareholder, Optionholder or holder of Odessa Agent Options.

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6445111.16

APPENDIX "Q"

GENERAL BY-LAW OF ODESSA

(See attached)

6315704.1

INDEX OF BY-LAWS

By-law Number	Description	Directors' Approval (Date)	Shareholders' Approval (Date)
1	General by-law relating to the transaction of the business and affairs of the Corporation	May 29, 2024	May 29, 2024

6315704.1

BY LAW NUMBER 1

A BY LAW RELATING GENERALLY TO THE
TRANSACTION OF THE BUSINESS AND AFFAIRS OF

ODESSA CAPITAL LTD.
(the "Corporation")

CONTENTS

ONE - INTERPRETATION
TWO - BUSINESS OF THE CORPORATION
THREE - BORROWING AND SECURITIES
FOUR - DIRECTORS
FIVE - COMMITTEES
SIX - OFFICERS
SEVEN - PROTECTION OF DIRECTORS, OFFICERS
AND OTHERS
EIGHT - SHARES AND OTHER SECURITIES
NINE - DIVIDENDS AND RIGHTS
TEN - MEETINGS OF SHAREHOLDERS
ELEVEN - DIVISIONS AND DEPARTMENTS
TWELVE - NOTICES
THIRTEEN - DOCUMENTS IN ELECTRONIC OR OTHER FORM
FOURTEEN - EFFECTIVE DATE

SECTION ONE

INTERPRETATION

1.01 DEFINITIONS

In the by-laws of the Corporation, unless the context otherwise requires:

"Act" means the Canada Business Corporations Act, and any statute that may be substituted therefore, as from time to time amended;

"appoint" includes "elect" and vice versa;

"articles" means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival of the Corporation and includes an amendment to any of them;

"board" means the board of directors of the Corporation;

"by-laws" means this by law and all other by laws of the Corporation from time to time in force and effect;

"corporation" means a body corporate incorporated or continued under the Act and not discontinued under the Act;

"electronic document" means, subject to the Act, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means;

"information system" means a system used to generate, send, receive, store or otherwise process an electronic document;

"meeting of shareholders" includes an annual meeting of shareholders and a special meeting of shareholders;

"non business day" means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Canada);

"prescribed" means prescribed by the Act or the regulations, as the case may be;

"recorded address" means in the case of a shareholder, the shareholder's latest address as shown in the records of the Corporation or its transfer agent; and in the case of a director, at the director's latest address as shown in the records of the Corporation or in the last notice filed under the Act; and in the case of an officer, an auditor or a member of a committee of the board, such person's latest address as recorded in the records of the Corporation;

"regulations" means the regulations to the Act and any regulations that may be substituted therefore, as from time to time amended;

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"signing officer" means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by section 2.04 or by a resolution passed pursuant thereto;

"special meeting of shareholders" includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders;

"unanimous shareholder agreement" means a written agreement among all the shareholders of the Corporation, or among all such shareholders and a person who is not a shareholder, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the business and affairs of the Corporation, as from time to time amended; or a written declaration made by a person who is the beneficial owner of all the issued shares of the Corporation that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the business and affairs of the Corporation, as from time to time amended;

Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein; and words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, associations, unincorporated organizations and personal representatives.

SECTION TWO

BUSINESS OF THE CORPORATION

2.01 REGISTERED OFFICE

Until changed in accordance with the Act, the registered office of the Corporation shall be in the province specified in the articles, and at such location therein as the board may from time to time determine.

2.02 CORPORATE SEAL

The Corporation may, but need not, adopt a corporate seal, and may change a corporate seal that is adopted. A document executed on behalf of the Corporation is not invalid merely because a corporate seal is not affixed to it.

2.03 FINANCIAL YEAR

The financial year of the Corporation shall be determined by the board from time to time.

2.04 EXECUTION OF INSTRUMENTS

Any officer or any director may sign certificates and similar instruments (other than share certificates) on the Corporation's behalf with respect to any factual matters relating to the Corporation's business and affairs, including certificates certifying copies of the articles, by laws, resolutions and minutes of meetings of the Corporation. Subject to the foregoing:

(a) Deeds, transfers, assignments, contracts, obligations and other instruments shall be signed on behalf of the Corporation by one (1) or more persons who hold the office of director, chairman of the board, president, managing director, vice president, secretary, treasurer,

6315704.1

assistant secretary or assistant treasurer or any other office created by by-law or by resolution of the board. When there is only one director and that director is the only officer of the Corporation, deeds, transfers, assignments, contracts, obligations and other instruments may be signed by that person alone, as director or officer, on behalf of the Corporation;

(b) Security certificates (including share certificates) shall be signed by at least one director or officer of the Corporation, or by a registrar, transfer agent or branch transfer agent of the Corporation or an individual on their behalf, or by a trustee who certifies it in accordance with a trust indenture. Any signatures required on a security certificate (including share certificates) may be printed or otherwise mechanically reproduced on it.

In addition, the board may from time to time direct the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer or director may affix the corporate seal to any instrument requiring the same.

Any resolutions of the directors or shareholders of the Corporation and any documents and other instruments in writing requiring execution on behalf of the Corporation may be executed in separate counterparts, and all such executed counterparts when taken together shall constitute one resolution, document or other instrument in writing as the case may be. The Corporation and the directors and shareholders shall be entitled to rely on delivery of a facsimile copy of any executed resolution of the directors or shareholders of the Corporation or any executed document or other instrument in writing and such facsimile copy shall be legally effective to create a valid and binding resolution, document or other instrument in writing as the case may be.

2.05 BANKING ARRANGEMENTS

The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefore, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe or authorize.

2.06 VOTING RIGHTS IN OTHER BODIES CORPORATE

The signing officers of the Corporation may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the officers executing such proxies or arranging for the issuance of voting certificates or such other evidence of the right to exercise such voting rights. In addition, the board may from time to time direct the manner in which and the person or persons by whom any particular voting rights or class of voting rights may or shall be exercised.

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SECTION THREE

BORROWING AND SECURITIES

3.01 BORROWING POWER

Without limiting the borrowing powers of the Corporation as set forth in the Act and subject to the articles and any unanimous shareholder agreement, the board may from time to time:

(a) borrow money upon the credit of the Corporation;

(b) issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation, whether secured or unsecured;

(d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

3.02 DELEGATION

Subject to the articles and any unanimous shareholder agreement, the board may from time to time delegate to such one or more of the directors and officers of the Corporation or a committee of directors as may be designated by the board all or any of the powers conferred on the board by section 3.01 or by the Act to such extent and in such manner as the board shall determine at the time of each such delegation.

SECTION FOUR

DIRECTORS

4.01 NUMBER OF DIRECTORS AND QUORUM

Until changed in accordance with the Act, the board shall consist of not fewer than the minimum number and not more than the maximum of directors provided in the articles. Subject to section 4.09, the quorum for the transaction of business at any meeting of the board shall consist of a majority of the directors holding office or such greater or lesser number of directors as the board may from time to time determine.

4.02 QUALIFICATION

No person shall be qualified for election as a director if he is less than 18 years of age; if he is of unsound mind and has been so found by a court in Canada or elsewhere; if he is not an individual; or if he has the status of a bankrupt. A director need not be a shareholder.

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4.03 RESIDENCY

Subject to the Act, at least 25% of the directors of the Corporation must be resident Canadians. However, if the Corporation has less than four directors, at least one director must be a resident Canadian.

4.04 ELECTION AND TERM

The election of directors shall take place at the first meeting of the shareholders and at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The number of directors to be elected at any such meeting shall, if a maximum or minimum number of directors is authorized, be the number of directors then in office unless the directors or the shareholders otherwise determine or shall, if a fixed number of directors is authorized, be such fixed number. The election shall be by resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

4.05 REMOVAL OF DIRECTORS

Subject to the provisions of the Act, the shareholders may by resolution passed at a meeting specially called for such purpose remove any director from office and the vacancy created by such removal may be filled at the same meeting failing which it may be filled by the directors.

4.06 VACATION OF OFFICE

A director ceases to hold office when: he dies; he is removed from office by the shareholders; he ceases to be qualified for election as a director, or his written resignation is sent or delivered to the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later.

Subject to the Act, if all of the directors of the Corporation have resigned or have been removed without replacement, a person who manages or supervises the management of the business and affairs of the Corporation is deemed to be a director for the purposes of the Act.

4.07 VACANCIES

Subject to the Act, a quorum of the board may fill a vacancy in the board, except a vacancy resulting from an increase in the minimum number of directors or from a failure of the shareholders to elect the minimum number of directors provided for in the articles. In the absence of a quorum of the board, or if the vacancy has arisen from a failure of the shareholders to elect the minimum number of directors provided for in the articles, the board shall forthwith call a special meeting of shareholders to fill the vacancy. If the board fails to call such meeting or if there are no directors then in office, any shareholder may call the meeting.

4.08 ACTION BY THE BOARD

Subject to any unanimous shareholder agreement, the board shall manage, or supervise the management of, the business and affairs of the Corporation. Subject to sections 4.09 and 4.10, the powers of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office. Where the Corporation has only one director, that director may constitute a meeting.

6315704.1

4.09 CANADIAN DIRECTORS PRESENT AT MEETINGS

Subject to the Act, the board shall not transact business at a meeting unless,

(a) if the Corporation is subject to subsection 105(3) of the Act, at least 25% of the directors present are resident Canadians, or if the Corporation has less than four directors, at least one of the directors present is a resident Canadian; or
(b) if the Corporation is subject to subsection 105(3.1) of the Act, a majority of the directors present are resident Canadians or if the Corporation has only two directors, at least one of the directors present is a resident Canadian.

Despite the foregoing but subject to the Act, directors may transact business at a meeting of directors where the number of resident Canadian directors required is not present if

(a) a resident Canadian director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting, or
(b) the required number of resident Canadian directors would have been present had that director been present at the meeting.

4.10 PARTICIPATION

A director may, in accordance with the regulations, if any, and if all the directors of the Corporation consent, participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in such a meeting by such means is deemed for the purposes of the Act, to be present at that meeting.

4.11 PLACE OF MEETINGS

Meetings of the board may be held at any place in or outside Canada.

4.12 CALLING OF MEETINGS

Meetings of the board shall be held from time to time at such place, on such date and at such time as the board, the chairman of the board, the managing director, the president or any two directors may determine.

4.13 NOTICE OF MEETING

Notice of the time and place of each meeting of the board shall be given in the manner provided in section 12.01 to each director not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified, including, if required by the Act, any proposal to:

(a) submit to the shareholders any question or matter requiring approval of the shareholders;

6315704.1

(b) fill a vacancy among the directors or in the office of auditor, or appoint additional directors;
(c) issue securities except as authorized by the directors;
(d) issue shares of a series under the Act except as authorized by the directors;
(e) declare dividends;
(f) purchase, redeem or otherwise acquire shares issued by the Corporation;
(g) pay a commission referred to in the Act except as authorized by the directors;
(h) approve a management proxy circular;
(i) approve a take-over bid circular or directors' circular;
(j) approve any annual financial statements; or
(k) adopt, amend or repeal by laws.

A director may in any manner waive notice of or otherwise consent to a meeting of the board.

4.14 FIRST MEETING OF NEW BOARD

Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

4.15 ADJOURNED MEETING

Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

4.16 REGULAR MEETINGS

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

4.17 CHAIRMAN

The chairman of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: chairman of the board, managing director, president, or a vice president. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the directors present shall choose one of their number to be chairman.

6315704.1

4.18 VOTES TO GOVERN

At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chairman of the meeting shall not be entitled to a second or casting vote.

4.19 CONFLICT OF INTEREST

A director or officer who is a party to; or who is a director or officer, or an individual acting in a similar capacity, of a party to; or has a material interest in any person who is a party to, a material contract or material transaction, whether made or proposed, with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act. Any such contract or proposed contract shall be referred to the board or, in the event that all of the directors are so interested in such contract or the directors determine that it is advisable, to the shareholders for approval even if such contract is one that in the ordinary course of the Corporation's business would not require approval by the board or shareholders. A director interested in a contract so referred to the board shall not vote on any resolution to approve the same except as provided by the Act.

4.20 REMUNERATION AND EXPENSES

Subject to any unanimous shareholder agreement, the directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefore.

4.21 VALIDITY OF ACTS OF DIRECTORS AND OFFICERS

An act of a director or officer is valid notwithstanding an irregularity in their election or appointment or a defect in their qualification.

SECTION FIVE

COMMITTEES

5.01 COMMITTEE OF DIRECTORS

The board may appoint a committee of directors, however designated, and delegate to such committee any of the powers of the board except those which pertain to items which, under the Act, a committee of directors has no authority to exercise.

5.02 TRANSACTION OF BUSINESS

Subject to the provisions of section 4.10, the powers of a committee of directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Canada.

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5.03 ADVISORY COMMITTEES

The board may from time to time appoint such other committees as it may deem advisable, but the functions of any such other committees shall be advisory only.

5.04 PROCEDURE

Unless otherwise determined by the board, each committee shall have power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure.

SECTION SIX

OFFICERS

6.01 APPOINTMENT

Subject to any unanimous shareholder agreement, the board may from time to time appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to sections 6.02 and 6.03, an officer may but need not be a director and one person may hold more than one office.

6.02 CHAIRMAN OF THE BOARD

The board may from time to time also appoint a chairman of the board who shall be a director. If appointed, the board may assign to him any of the powers and duties that are by any provisions of this by law assigned to the managing director or to the president, and he shall, subject to the provisions of the Act, have such other powers and duties as the board may specify. During the absence or disability of the chairman of the board, his duties shall be performed and his powers exercised by the managing director, if any, or by the president.

6.03 MANAGING DIRECTOR

The board may from time to time also appoint a managing director who shall be a resident Canadian and a director. If appointed, he shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation; and he shall, subject to the provisions of the Act, have such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office.

6.04 PRESIDENT

The board may from time to time also appoint a president. If appointed, the president shall, subject to the discretion of the board, be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business of the Corporation, and he shall have such other powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office.

6315704.1

6.05 VICE PRESIDENT

The board may from time to time also appoint a vice-president. If appointed, the vice president shall have such powers and duties as the board or the chief executive officer may specify.

6.06 SECRETARY

The board may from time to time also appoint a secretary. If appointed, the secretary shall attend and be the secretary of all meetings of the board, shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; he shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the board; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as the board or the chief executive officer may specify.

6.07 TREASURER

The board may from time to time also appoint a treasurer. If appointed, the treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board whenever required an account of all his transactions as treasurer and of the financial position of the Corporation; and he shall have such other powers and duties as the board or the chief executive officer may specify.

6.08 POWERS AND DUTIES OF OTHER OFFICERS

The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board or the chief executive officer may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs.

6.09 VARIATION OF POWERS AND DUTIES

The board may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.

6.10 TERM OF OFFICE

The board, in its discretion, may remove any officer of the Corporation, without prejudice to such officer's rights under any employment contract or otherwise at law. Otherwise each officer appointed by the board shall hold office until his successor is appointed, or until his earlier resignation.

6.11 TERMS OF EMPLOYMENT AND REMUNERATION

The terms of employment and the remuneration of an officer appointed by the board shall be settled by it from time to time.

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6.12 CONFLICT OF INTEREST

An officer shall disclose his interest in any material contract or proposed material contract with the Corporation in accordance with section 4.19.

6.13 AGENTS AND ATTORNEYS

The board shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers of management or otherwise (including the powers to subdelegate) as may be thought fit.

6.14 FIDELITY BONDS

The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their powers and duties, in such form and with such surety as the board may from time to time determine.

SECTION SEVEN

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01 LIMITATION OF LIABILITY

Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations or from liability for any breach thereof.

7.02 INDEMNITY

Subject to the Act, the Corporation shall indemnify a director or officer of the Corporation; a former director or officer of the Corporation; or another individual who acts or acted at the Corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity.

The Corporation shall not indemnify an individual under the foregoing unless the individual

(a) acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation's request, and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful.

The Corporation shall also indemnify an individual in such other circumstances as the Act permits or requires.

7.03 INSURANCE

Subject to the Act, the Corporation may purchase and maintain insurance for the benefit of an individual referred to in section 7.02 against any liability incurred by the individual

(a) in the individual's capacity as a director or officer of the Corporation, or
(b) in the individual's capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the Corporation's request,

in such amounts as the board may from time to time determine.

SECTION EIGHT

SHARES AND OTHER SECURITIES

8.01 ALLOTMENT

The Board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

8.02 COMMISSIONS

The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

8.03 REGISTRATION OF TRANSFERS

Subject to the provisions of the Act, no transfer of securities shall be registered in a securities register except upon presentation of the certificate representing such securities with an endorsement, which complies with the Act, made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and

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effective as the board may from time to time prescribe, upon payment of all applicable taxes and any fees prescribed by the board, upon compliance with such restrictions on transfer as are authorized by the articles and upon satisfaction of any lien referred to in section 8.05.

8.04 TRANSFER AGENTS AND REGISTRARS

The board may from time to time appoint one or more agents to maintain, in respect of each class of securities of the Corporation issued by it in registered form, a central securities register and one or more branch securities registers. Such a person may be designated as transfer agent or registrar according to his functions and one person may be designated both registrar and transfer agent. The board may at any time terminate such appointment.

8.05 LIEN FOR INDEBTEDNESS

If the articles provide that the Corporation shall have a lien on shares registered in the name of a shareholder or the shareholder's personal representative for a debt of that shareholder to the Corporation, such lien may be enforced, subject to any other provisions of the articles and to any unanimous shareholder agreement, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or equity and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.

8.06 NON RECOGNITION OF TRUSTS

Subject to the provisions of the Act, the Corporation may treat as absolute owner of any security the person in whose name the security is registered in the securities register as if that person had full legal capacity and authority to exercise all rights of ownership, irrespective of any indication to the contrary through knowledge or notice of description in the Corporation's records or on the security certificate.

8.07 SECURITY CERTIFICATES

Every holder of securities of the Corporation shall be entitled, at his option, to a security certificate that complies with the Act, or to a non transferable written acknowledgment of his right to obtain a security certificate, stating the number and class or series of securities held by him as shown on the securities register. Security certificates and acknowledgments of a shareholder's right to a security certificate, respectively, shall be in such form as the board shall from time to time approve. Any security certificate shall be signed in accordance with section 2.04 and need not be under the corporate seal; provided that, unless the board otherwise determines, certificates representing securities in respect of which a transfer agent and/or registrar has been appointed shall not be valid unless countersigned by or on behalf of such transfer agent and/or registrar. The signature of one of the signing officers or, in the case of security certificates which are not valid unless countersigned by or on behalf of a transfer agent and/or registrar, the signatures of both signing officers, may be printed or mechanically reproduced in facsimile upon security certificates and every such facsimile signature shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation. A security certificate executed as aforesaid shall be valid notwithstanding that one or both of the officers whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate.

8.08 REPLACEMENT OF SECURITY CERTIFICATES

The board or any officer or agent designated by the board shall direct the issue of a new security certificate in lieu of and upon cancellation of a security certificate that has been mutilated or in substitution for a security certificate claimed to have been lost, destroyed or wrongfully taken on payment

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of such fee, not exceeding the prescribed amount, if any, and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

8.09 JOINT HOLDERS

If two or more persons are registered as joint holders of any security, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such security.

8.10 DECEASED SECURITY HOLDERS

In the event of the death of a holder, or of one of the joint holders, of any security, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make payment of any dividends thereon except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.

SECTION NINE

DIVIDENDS AND RIGHTS

9.01 DIVIDENDS

Subject to the provisions of the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interest in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation.

9.02 DIVIDEND CHEQUES

A dividend payable in cash shall be paid by cheque or other comparable form of payment to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at his recorded address, unless such holder otherwise directs. In the case of joint holders, the cheque or other comparable form of payment shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque or other comparable form of payment as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.03 NON RECEIPT OF CHEQUES

In the event of non receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non receipt and of title as the board may from time to time prescribe whether generally or in any particular case.

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9.04 RECORD DATE FOR DIVIDENDS AND RIGHTS

The board may, within the prescribed period, fix in advance a date, as a record date for determining shareholders entitled to receive payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation and, unless notice of the record date is waived in writing, notice of any such record date shall be given within the prescribed period. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or for the issue of any warrant or other evidence of or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

9.05 UNCLAIMED DIVIDENDS

Any dividend unclaimed after a period of 6 years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

SECTION TEN

MEETINGS OF SHAREHOLDERS

10.01 ANNUAL MEETINGS

Subject to the Act, the annual meeting of shareholders shall be held at such time in each year and, subject to section 10.03, at such place as the board may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing an auditor and for the transaction of such other business as may properly be brought before the meeting.

10.02 SPECIAL MEETINGS

The board shall have power to call a special meeting of shareholders at any time.

10.03 PLACE OF MEETINGS

Meetings of shareholders shall be held at the registered office of the Corporation or elsewhere in the municipality in which the registered office is situate or, if the board shall so determine, at some other place in Canada. Subject to the Act, a meeting of shareholders of the Corporation may be held at a place outside Canada if the place is specified in the articles or if all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.

10.04 PARTICIPATION

Any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the regulations, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting.

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10.05 MEETING HELD BY ELECTRONIC MEANS

If the directors or shareholders of the Corporation call a meeting of shareholders pursuant to the Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

10.06 NOTICE OF MEETINGS

Notice of the time and place of each meeting of shareholders shall be given, within the prescribed period, in the manner provided in section 12.01, to each director, to the auditor and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor's or accountant's report, election of directors and reappointment of the incumbent auditor or accountant shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting. A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of or otherwise consent to a meeting of shareholders.

10.07 LISTS OF SHAREHOLDERS ENTITLED TO NOTICE AND TO VOTE

For every meeting of shareholders, the Corporation shall, within the time period prescribed by the Act, prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to receive notice of the meeting, as of the record date for notice of the meeting as fixed by the directors, or, if no record date is fixed by the directors, as deemed by the Act.

For every meeting of shareholders, the Corporation shall, within the time period prescribed by the Act, prepare a list of shareholders entitled to vote at the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting, as of the record date for voting at the meeting as fixed by the directors, or, if no record date is fixed by the directors, as deemed by the Act.

10.08 RECORD DATE FOR NOTICE AND VOTING

(a) The board may, within the prescribed period, fix in advance a date, as a record date for determining shareholders entitled to receive notice of a meeting of shareholders.

If no record date is so fixed, the record date for the determination of the shareholders entitled to notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is so given or, if no notice is given, the day on which the meeting is held.

(b) The board may, within the prescribed period, fix in advance a date, as a record date for determining shareholders entitled to vote at a meeting of shareholders.

(c) If a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice of the

record date shall be given within the prescribed period and in the manner set out in the Act.

10.09 MEETINGS WITHOUT NOTICE

A meeting of shareholders may be held without notice at any time and place permitted by the Act (a) if all the shareholders entitled to vote thereat are present in person or represented by proxy or if those not present or represented by proxy waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held; so long as such shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. At such a meeting any business may be transacted which the Corporation at a meeting of shareholders may transact. If the meeting is held at a place outside Canada, shareholders not present or represented by proxy, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being held at such place.

10.10 CHAIRMAN, SECRETARY AND SCRUTINEERS

The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: chairman of the board, president, managing director or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be a shareholder, may be appointed by a resolution or by the chairman with the consent of the meeting.

10.11 PERSONS ENTITLED TO BE PRESENT

The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditor of the Corporation and others who, although not entitled to vote are entitled or required under any provision of the Act or the articles or by laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

10.12 QUORUM

A quorum for the transaction of business at any meeting of shareholders shall be at least one (1) person present in person, being a shareholder entitled to vote thereat or a duly appointed proxy or representative for an absent shareholder so entitled and representing in the aggregate not less than 10% of the outstanding shares of the Corporation carrying voting rights at the meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholder(s) present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholder(s) present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.

10.13 RIGHT TO VOTE

Subject to the provisions of the Act as to authorized representatives of any other body corporate or association, at any meeting of shareholders for which the Corporation has prepared the list referred to

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in section 10.07, every person who is named in such list shall be entitled to vote the shares shown opposite his name at the meeting to which the list relates.

10.14 PROXIES

Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or his attorney and shall conform with the requirements of the Act. A proxy is valid only at the meeting in respect of which it is given or any adjournment thereof.

10.15 TIME FOR DEPOSIT OF PROXIES

The board may specify in a notice calling a meeting of shareholders a time, not exceeding 48 hours excluding Saturdays and holidays, preceding the meeting or an adjournment thereof, before which time proxies to be used at such meeting must be deposited with the Corporation or its agent. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, unless it has been received by the secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting.

10.16 JOINT SHAREHOLDERS

If two or more persons hold shares jointly, any one of them present in person or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy and vote, they shall vote as one of the shares jointly held by them.

10.17 VOTES TO GOVERN

At any meeting of shareholders every question shall, unless otherwise required by the articles or by laws or by law, be determined by the majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a poll, the chairman of the meeting shall not be entitled to a second or casting vote.

10.18 SHOW OF HANDS

Subject to the provisions of the Act any question at a meeting of shareholders shall be decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried, an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.

10.19 BALLOTS

On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, any shareholder or proxyholder entitled to vote at the meeting may

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require or demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairman shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.

10.20 ELECTRONIC VOTING

Despite section 10.18, any vote referred to in such section may be held in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility, if the Corporation makes available such a communication facility.

Any person participating in a meeting of shareholders under sections 10.04 or 10.05 and entitled to vote at that meeting may vote, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

10.21 ADJOURNMENT

If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

10.22 RESOLUTION IN WRITING

A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless a written statement with respect to the subject matter of the resolution is submitted by a director or the auditors in accordance with the Act.

10.23 ONLY ONE SHAREHOLDER

Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting.

SECTION ELEVEN

DIVISIONS AND DEPARTMENTS

11.01 CREATION AND CONSOLIDATION OF DIVISIONS

The board may cause the business and operations of the Corporation or any part thereof to be divided or to be segregated into one or more divisions upon such basis, including without limitation, character or type of operation, geographical territory, product manufactured or service rendered, as the board may consider appropriate in each case. The board may also cause the business and operations of any such division to be further divided into sub units and the business and operations of any such divisions or sub units to be consolidated upon such basis as the board may consider appropriate in each case.

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11.02 NAME OF DIVISION

Any division or its sub units may be designated by such name as the board may from time to time determine and may transact business under such name, provided that the Corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the Corporation.

11.03 OFFICERS OF DIVISIONS

From time to time the board or, if authorized by the board, the chief executive officer, may appoint one or more officers for any division, prescribe their powers and duties and settle their terms of employment and remuneration. The board or, if authorized by the board, the chief executive officer, may remove at its or his pleasure any officer so appointed, without prejudice to such officer's rights under any employment contract. Officers of divisions or their sub units shall not, as such, be officers of the Corporation.

SECTION TWELVE

NOTICES

12.01 METHOD OF GIVING NOTICES

Any notice, document or other information (which term includes any communication or documents) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations, the articles, the by-laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid ordinary or air mail or if sent to him pursuant to Section 13 hereof. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent pursuant to Section 13 hereof shall be deemed to have been given when it is sent or otherwise forwarded via the relevant information system. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by him to be reliable.

12.02 NOTICE TO JOINT SHAREHOLDERS

If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice to one of such persons shall be sufficient notice to all of them.

12.03 COMPUTATION OF TIME

In computing the date when notice must be given under any provision requiring a specified number of days notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall also be excluded.

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12.04 UNDELIVERED NOTICES

If any notice given to a shareholder pursuant to section 12.01 is returned on two consecutive occasions because he cannot be found, the Corporation shall not be required to give any further notices to such shareholder until he informs the Corporation in writing of his new address.

12.05 OMISSIONS AND ERRORS

The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

12.06 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW

Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share prior to his name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement prescribed by the Act.

12.07 WAIVER OF NOTICE

Any shareholder (or his duly appointed proxyholder), director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him under any provision of the Act, the regulations, the articles, the by-laws or otherwise and such waiver or abridgment, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgment shall be in writing except a waiver of notice of a meeting of shareholders or of the board or of a committee of the board which may be given in any manner.

SECTION THIRTEEN

DOCUMENTS IN ELECTRONIC OR OTHER FORM

13.01 CREATION AND PROVISION OF INFORMATION

Subject to the Act and the regulations, a notice, document or other information may be created or provided in the form of an electronic document and such electronic document may be generated, sent, received, stored or otherwise processed by means of an information system.

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SECTION FOURTEEN

EFFECTIVE DATE

14.01 EFFECTIVE DATE

This by law shall come into force when made by the board in accordance with the Act.

MADE AND ADOPTED by the board of directors the • day of •, 2024.

President

CONFIRMED by the shareholders in accordance with the Act the • day of •, 2024.

President

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APPENDIX "R"

SECTION 191 OF THE BUSINESS CORPORATIONS ACT (ALBERTA)

Shareholder’s right to dissent

191(1) Subject to sections 192 and 242, a holder of shares of any class of a corporation may dissent if the corporation resolves to

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class,

(b) amend its articles under section 173 to add, change or remove any restrictions on the business or businesses that the corporation may carry on,

(b.1) amend its articles under section 173 to add or remove an express statement establishing the unlimited liability of shareholders as set out in section 15.2(1),

(d) be continued under the laws of another jurisdiction under section 189, or

(e) sell, lease or exchange all or substantially all its property under section 190.

(2) A holder of shares of any class or series of shares entitled to vote under section 176, other than section 176(1)(a), may dissent if the corporation resolves to amend its articles in a manner described in that section.

(3) In addition to any other right the shareholder may have, but subject to subsection (20), a shareholder entitled to dissent under this section and who complies with this section is entitled to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the last business day before the day on which the resolution from which the shareholder dissents was adopted.

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the shareholder or on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

(5) A dissenting shareholder shall send to the corporation a written objection to a resolution referred to in subsection (1) or (2)

(a) at or before any meeting of shareholders at which the resolution is to be voted on, or

(b) if the corporation did not send notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent, within a reasonable time after the shareholder learns that the resolution was adopted and of the shareholder’s right to dissent.

(6) An application may be made to the Court after the adoption of a resolution referred to in subsection (1) or (2),

(a) by the corporation, or

(b) by a shareholder if the shareholder has sent an objection to the corporation under subsection (5),

to fix the fair value in accordance with subsection (3) of the shares of a shareholder who dissents under this section, or to fix the time at which a shareholder of an unlimited liability corporation who dissents under this section ceases to become liable for any new liability, act or default of the unlimited liability corporation.

(7) If an application is made under subsection (6), the corporation shall, unless the Court otherwise orders, send to each dissenting shareholder a written offer to pay the shareholder an amount considered by the directors to be the fair value of the shares.

(8) Unless the Court otherwise orders, an offer referred to in subsection (7) shall be sent to each dissenting shareholder

(a) at least 10 days before the date on which the application is returnable, if the corporation is the applicant, or
(b) within 10 days after the corporation is served with a copy of the application, if a shareholder is the applicant.

(9) Every offer made under subsection (7) shall

(a) be made on the same terms, and
(b) contain or be accompanied with a statement showing how the fair value was determined.

(10) A dissenting shareholder may make an agreement with the corporation for the purchase of the shareholder's shares by the corporation, in the amount of the corporation's offer under subsection (7) or otherwise, at any time before the Court pronounces an order fixing the fair value of the shares.

(11) A dissenting shareholder

(a) is not required to give security for costs in respect of an application under subsection (6), and
(b) except in special circumstances must not be required to pay the costs of the application or appraisal.

(12) In connection with an application under subsection (6), the Court may give directions for

(a) joining as parties all dissenting shareholders whose shares have not been purchased by the corporation and for the representation of dissenting shareholders who, in the opinion of the Court, are in need of representation,
(b) the trial of issues and interlocutory matters, including pleadings and questioning under Part 5 of the Alberta Rules of Court,
(c) the payment to the shareholder of all or part of the sum offered by the corporation for the shares,
(d) the deposit of the share certificates with the Court or with the corporation or its transfer agent,
(e) the appointment and payment of independent appraisers, and the procedures to be followed by them,
(f) the service of documents, and
(g) the burden of proof on the parties.

(13) On an application under subsection (6), the Court shall make an order

(a) fixing the fair value of the shares in accordance with subsection (3) of all dissenting shareholders who are parties to the application,
(b) giving judgment in that amount against the corporation and in favour of each of those dissenting shareholders,

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(c) fixing the time within which the corporation must pay that amount to a shareholder, and
(d) fixing the time at which a dissenting shareholder of an unlimited liability corporation ceases to become liable for any new liability, act or default of the unlimited liability corporation.

(14) On

(a) the action approved by the resolution from which the shareholder dissents becoming effective,
(b) the making of an agreement under subsection (10) between the corporation and the dissenting shareholder as to the payment to be made by the corporation for the shareholder's shares, whether by the acceptance of the corporation's offer under subsection (7) or otherwise, or
(c) the pronouncement of an order under subsection (13),

whichever first occurs, the shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shareholder's shares in the amount agreed to between the corporation and the shareholder or in the amount of the judgment, as the case may be.

(15) Subsection (14)(a) does not apply to a shareholder referred to in subsection (5)(b).
(16) Until one of the events mentioned in subsection (14) occurs,

(a) the shareholder may withdraw the shareholder's dissent, or
(b) the corporation may rescind the resolution,

and in either event proceedings under this section shall be discontinued.

(17) The Court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder, from the date on which the shareholder ceases to have any rights as a shareholder by reason of subsection (14) until the date of payment.
(18) If subsection (20) applies, the corporation shall, within 10 days after

(a) the pronouncement of an order under subsection (13), or
(b) the making of an agreement between the shareholder and the corporation as to the payment to be made for the shareholder's shares,

notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

(19) Notwithstanding that a judgment has been given in favour of a dissenting shareholder under subsection (13)(b), if subsection (20) applies, the dissenting shareholder, by written notice delivered to the corporation within 30 days after receiving the notice under subsection (18), may withdraw the shareholder's notice of objection, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to the shareholder's full rights as a shareholder, failing which the shareholder retains a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.
(20) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due, or

6445111.16

(b) the realizable value of the corporation’s assets would by reason of the payment be less than the aggregate of its liabilities.

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10

APPENDIX "S"
SECTION 190 OF THE CANADA BUSINESS CORPORATIONS ACT

Right to dissent

190 (1) Subject to sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the corporation resolves to

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;

(b) amend its articles under section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;

(d) be continued under section 188;

(e) sell, lease or exchange all or substantially all its property under subsection 189(3); or

(f) carry out a going-private transaction or a squeeze-out transaction.

Further right

(2) A holder of shares of any class or series of shares entitled to vote under section 176 may dissent if the corporation resolves to amend its articles in a manner described in that section.

If one class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

Payment for shares

(3) In addition to any other right the shareholder may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.

No partial dissent

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Objection

(5) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.

Notice of resolution

(6) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.

Demand for payment

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(7) A dissenting shareholder shall, within twenty days after receiving a notice under subsection (6) or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing

(a) the shareholder’s name and address;
(b) the number and class of shares in respect of which the shareholder dissents; and
(c) a demand for payment of the fair value of such shares.

Share certificate

(8) A dissenting shareholder shall, within thirty days after sending a notice under subsection (7), send the certificates representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Forfeiture

(9) A dissenting shareholder who fails to comply with subsection (8) has no right to make a claim under this section.

Endorsing certificate

(10) A corporation or its transfer agent shall endorse on any share certificate received under subsection (8) a notice that the holder is a dissenting shareholder under this section and shall forthwith return the share certificates to the dissenting shareholder.

Suspension of rights

(11) On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where

(a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),
(b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or
(c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9), in which case the shareholder’s rights are reinstated as of the date the notice was sent.

Offer to pay

(12) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such notice

(a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or
(b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

Same terms

(13) Every offer made under subsection (12) for shares of the same class or series shall be on the same terms.

Payment

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(14) Subject to subsection (26), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (12) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Corporation may apply to court

(15) Where a corporation fails to make an offer under subsection (12), or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the shares of any dissenting shareholder.

Shareholder application to court

(16) If a corporation fails to apply to a court under subsection (15), a dissenting shareholder may apply to a court for the same purpose within a further period of twenty days or within such further period as a court may allow.

Venue

(17) An application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province.

No security for costs

(18) A dissenting shareholder is not required to give security for costs in an application made under subsection (15) or (16).

Parties

(19) On an application to a court under subsection (15) or (16),

(a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and

(b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

Powers of court

(20) On an application to a court under subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders.

Appraisers

(21) A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

Final order

(22) The final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of the shares as fixed by the court.

Interest

(23) A court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

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Notice that subsection (26) applies

(24) If subsection (26) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Effect where subsection (26) applies

(25) If subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within thirty days after receiving a notice under subsection (24), may

(a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or
(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

Limitation

(26) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or
(b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities.

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CERTIFICATE OF ODESSA CAPITAL LTD.

The foregoing document constitutes full, true and plain disclosure of all material facts relating to the securities of Odessa Capital Ltd., assuming Completion of the Qualifying Transaction.

DATED December 30, 2024.

(signed) "Michel Lassonde"
Michel Lassonde
President, Chief Executive Officer and director

(signed) "André Verrier"
André Verrier
Chief Financial Officer and director

ON BEHALF OF THE BOARD OF DIRECTORS OF ODESSA CAPITAL LTD.

(signed) "Richard Morrison"
Richard Morrison
Director

(signed) "Pierre Colas"
Pierre Colas
Director

6445111.16

CERTIFICATE OF MARGAUX REAL ESTATE INVESTMENT TRUST

The foregoing as it relates to Margaux Real Estate Investment Trust ("Margaux") constitutes full, true and plain disclosure of all material facts relating to the securities of Margaux.

DATED December 30, 2024.

(signed) "Michel Lassonde"
Michel Lassonde
President

(signed) "André Verrier"
André Verrier
Chief Financial Officer

ON BEHALF OF THE BOARD OF TRUSTEES OF MARGAUX CORPORATION

(signed) "André Verrier"
André Verrier
Trustee

(signed) "Pierre Colas"
Pierre Colas
Trustee

6445111.16

ACKNOWLEDGEMENT – PERSONAL INFORMATION

"Personal Information" means any information about an identifiable individual, and includes information contained in any items in the attached Circular that are analogous to Items 4.2, 11, 12.1, 15, 17.3, 18, 22, 23, 25, 30.3, 31, 32, 33, 34, 35, 36, 37, 40 and 41 of Form 3B1 of the Exchange, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B to the Corporate Finance Manual of the Exchange ("Appendix 6B")) pursuant to this Circular; and

(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

DATED December 30, 2024

ODESSA CAPITAL LTD.

Per: (Signed) "Michel Lassonde"
President, Chief Executive Officer and Director

AI assistant

16080022 CANADA INC — Proxy Solicitation & Information Statement 2025

48471_rns_2025-01-09_0eb9eab1-17b7-466c-9c89-cce3003a980c.pdf

Dissent Rights - Arrangement

Dissent Rights - Continuance

TABLE OF CONTENTS

FORWARD-LOOKING INFORMATION

SOURCE OF INFORMATION

CURRENCY INFORMATION

GLOSSARY

SUMMARY OF THE INFORMATION CIRCULAR

Meeting and Record Date

Director Appointment

Appointment of Auditor

Approval of Odessa Option Plan

Approval of Resulting Issuer Option Plan

Arrangement Resolution

Qualifying Transaction

Continuance Resolution

Shareholder Approvals and Business Combinations

Arm's Length Qualifying Transaction

Funds Available to Resulting Issuer and Principal Purpose

Notes:

Selected Pro Forma Consolidated Financial Information

Exchange Listing and Market Price

Conflicts of Interest

Interests of Experts

Risk Factors

Conditional Listing Approval

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

REGISTERED SHAREHOLDERS

NON-REGISTERED SHAREHOLDERS

EXERCISE OF PROXIES

NOTICE-AND-ACCESS

VOTING SHARES

QUORUM

PRINCIPAL SHAREHOLDERS

MAJORITY OF THE MINORITY SHAREHOLDER APPROVAL

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

DESCRIPTION OF THE TRANSACTION

ARRANGEMENT AGREEMENT

Interim Order

Mutual Conditions Precedent

Conditions to Obligations of Margaux

Conditions to Obligations of Odessa

Representations and Warranties

Covenant

Termination Provisions

PRIVATE PLACEMENT

MARGAUX APPROVAL

COURT APPROVAL

ARRANGEMENT

EXCHANGE AND SECURITIES LAW MATTERS

Business Combination

Valuation Exemption

Majority of the Minority Shareholder Approval

Background to the Transaction

Approval Process

BUSINESS TO BE CONDUCTED AT THE MEETING

PRESENTATION OF FINANCIAL STATEMENTS

FIXING THE NUMBER DIRECTORS

APPOINTMENT OF DIRECTORS

Orders, Penalties and Bankruptcies

APPOINTMENT OF AUDITOR

APPROVAL OF STOCK OPTION PLAN

The Odessa Option Plan

Existing Stock Options

Approval of Stock Option Plan

APPROVAL OF RESULTING ISSUER STOCK OPTION PLAN

Disinterested Shareholder Approval

The Resulting Issuer Option Plan

Approval of Resulting Issuer Stock Option Plan

APPROVAL OF THE ARRANGEMENT

Arrangement Resolution Dissent Rights

Arrangement Resolution

APPROVAL OF CONTINUANCE

Reasons for the Continuance

Procedure to Effect Continuance

16080022 CANADA INC Proxy Solicitation & Information Statement 2025