Skyline Investments Inc.

Investor Presentation • Sep 30, 2021

Sale of Canadian Resorts

September 30, 2021

Cautionary Statement1

General

This presentation has been prepared by Skyline Investments Inc. (the "Company" or "Skyline") as a general presentation about the Company.

This presentation is not intended to replace the need to review the formal reports published by the Company to the public on the Tel-Aviv Stock Exchange. This presentation is qualified in its entirety by reference to, and must be read in conjunction with, the information contained in the said reports. In the event of a conflict between this presentation and the contents of the reports of the Company as required by law, the provisions of said reports shall prevail. Additional information about the Company is available on SEDAR at www.sedar.com.

The information included in this presentation does not constitute any advice, recommendation, opinion or suggestion about the Company and does not replace an independent examination and independent advice in light of the specific data of each reader.

This presentation does not constitute or embody any offer or invitation to purchase securities of the Company and does not constitute or is a part of an invitation to receive such offers. This presentation is for information purposes only and shall not be construed as a prospectus, an offering memorandum, an advertisement, an offer, an invitation or a solicitation to enter into a transaction with the Company.

Except for Company-owned trademarks, the trademarks mentioned in this presentation are the property of their owners and are solely used in this presentation in order to understand the context. Use of the trademarks should not be interpreted as an approval or corroboration in relation to the Company's programs, the Company's services or the Company's securities.

Forward-Looking Information

This presentation may include forward-looking information within the meaning of applicable Canadian and Israeli securities legislation relating to the business of the Company, including forecasts, evaluations, estimates and other information regarding future events and issues. In some cases, forward-looking information can be identified by using terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts.

Forward-looking information in this presentation is based on current estimates and assumptions made by the Company's management, including, without limitation, a reasonably stable North American economy, the strength of the U.S. lodging industry, and the competitive ability of the Company. Although the forward-looking information contained in this presentation is based on what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with such information. Forward-looking information involves risks and uncertainties, including factors that are not within the Company's control, each of which, or a combination of them, may materially affect the Company's operating results and cause the actual results to substantially differ from the forward-looking information.

There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in the forward-looking statements. Further, all forward-looking information set forth herein reflects the Company's expectations as at the date of this presentation, and, except as expressly required by applicable law, the Company undertakes no obligation to update any forward-looking or other statements herein whether as a result of new information, future events or otherwise.

For greater certainty, the Company's strategy and plans contained in this presentation as of the date of publication may change depending on the resolutions of the Board of Directors of the Company, as may be held from time to time.

Non-IFRS Measures

In this presentation, the Company uses certain non-IFRS financial measures, which include net operating income ("NOI"), funds from operations ("FFO"), adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") and NOI (EBITDA) which are not measures recognized under International Financial Reporting Standards ("IFRS") and do not have standardized meanings prescribed by IFRS, and should not be compared to or construed as alternatives to profit/loss, cash flow from operating activities or other measures of financial performance determined in accordance with IFRS. NOI, FFO, Adjusted EBITDA and NOI (EBITDA), as computed by the Company, may differ from similar measures as reported by other companies in similar or different industries. These measures should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS. However, these non-IFRS measures are recognized supplemental measures of performance for real estate issuers widely used by the real estate industry, particularly by those publicly traded entities that own and operate income-producing properties, and the Company believes they provide useful supplemental information to both management and readers in measuring the financial performance of the Company. Further details on non-IFRS measures are set out in the Company's Management's Discussion and Analysis for the period ended June 30, 2021 and available on the Company's profile on SEDAR at www.sedar.com or MAGNA at www.magna.isa.gov.il

Cautionary Statement1

Disclaimer

You are advised to read this disclaimer carefully before reading, accessing or making any other use of the information included herewith. This presentation has been prepared for information purposes only, does not purport to be all-inclusive and is not intended to form the basis of any investment decision. It does not provide full disclosure of all material facts relating to Aegis Brands Inc. ("Aegis"), its subsidiaries or its securities. None of the statements contained in this presentation are intended to be, nor shall be deemed to be, representations or warranties, express or implied, by Aegis or any of its shareholders, directors, officers, employees, advisors or agents.

This presentation is not intended to be relied upon as advice to shareholders or other potential investors and does not take into account the investment objectives, financial situation, risk profile or tolerance, tax position or particular needs of any shareholder or other potential investor. This presentation is not, and under no circumstances is to be construed as, an advertisement or a public offering in Canada or in any other jurisdiction of the securities referred to in this presentation.

This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or make any investment, nor shall there be any sale or distribution of any securities of Aegis in any jurisdiction in which such offer, solicitation, sale or distribution would be unlawful. No securities commission or similar authority has reviewed or in any way passed upon this presentation or the merits of the securities described herein and any representation to the contrary is an offence.

The information contained in this presentation is current only as of its date and may have changed. Aegis disclaims any intention or obligation or undertaking to update or revise this information in light of new information, future events or otherwise.

Forward-Looking Information

Certain information in this presentation may constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking statements and information generally can be identified by the use of forward-looking terminology such as "objective", "may", "will", "expect", "plans", "intend", "estimate", "anticipate", "believe", "should", "continue", or similar expressions suggesting future outcomes or events. Forward-looking information includes, but is not limited to, statements of Skyline regarding the Transaction, including the anticipated expectations on Closing, the future payments to be received as consideration under the Transaction and the Purchase Option and alternative put/call right. Forward-looking information is not, and cannot be, a guarantee of future results or events. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by Skyline at the date the forwardlooking information is provided, inherently are subject to significant risks, uncertainties, contingencies and other factors that may cause actual results and events to be materially different from those expressed or implied by the forward-looking information. Material assumptions that were applied in providing forward-looking information include, but are not limited completion of the Transaction, the execution of Skyline's business and growth strategies, including the success of its strategic investments and initiatives; and no significant and continuing adverse changes in general economic conditions or conditions in the financial markets.

Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, the risks that the Transaction is completed and on the terms described. Except as required by law, Skyline does not intend to update these forward-looking statements.

Non-IFRS Measures

In this presentation, the Company uses certain non-IFRS financial measures, which include net operating income ("NOI"), funds from operations ("FFO"), adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") and NOI (EBITDA) which are not measures recognized under International Financial Reporting Standards ("IFRS") and do not have standardized meanings prescribed by IFRS, and should not be compared to or construed as alternatives to profit/loss, cash flow from operating activities or other measures of financial performance determined in accordance with IFRS. NOI, FFO, Adjusted EBITDA and NOI (EBITDA), as computed by the Company, may differ from similar measures as reported by other companies in similar or different industries. These measures should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS. However, these non-IFRS measures are recognized supplemental measures of performance for real estate issuers widely used by the real estate industry, particularly by those publicly traded entities that own and operate income-producing properties, and the Company believes they provide useful supplemental information to both management and readers in measuring the financial performance of the Company. Further details on non-IFRS measures are set out in the Company's Management's Discussion and Analysis for the period ended June 30, 2021 and available on the Company's profile on SEDAR at www.sedar.com or MAGNA at www.magna.isa.gov.il

Transaction Overview

• Sale of Skyline's Canadian resorts, and all adjacent land for \$210 million to a limited partnership (Resort LP) controlled by Freed Corp., a Toronto-based real estate developer and hotelier
  • Deerhurst: \$106,150,000 (51% of total)
  • Horseshoe: \$59,025,000 (28% of total)
  • Blue Mountain: \$44,825,000 (21% of total)
• Sale is approximately \$30M in excess of the Company's fair values
• Represents approximately 28% of Skyline's total assets on a fair value basis
• Sale is in conformance with the Company's stated strategy to monetize resorts/development lands
• Provides debt reduction on hospitality assets and excess cash exiting COVID-19 pandemic
• \$7M of non-refundable deposits are in a lawyer's trust account
• Approximately \$0.5 million reduction in corporate and development expenses
• Deal closing expected at the end of October 2021 (buyer has two 20-day extensions available)

Proceeds Details

• \$210 million transaction will be composed of the following:
• \$109 million in cash (52%) due on Closing
• \$60 million VTB (29%) due over four years at a 5% annual interest rate
  • \$10 million due February 29, 2024 (month 28)
  • \$25 million due April 30, 2025 (month 42)
  • \$25 million due October 31, 2025 (month 48)
  • 49% of interest to be paid quarterly, 51% to be accrued and paid in month 28 and paid quarterly thereafter
  • Total interest of approximately \$12 million to be earned over 48 months including bridge loan
  • VTB is secured by a second mortgage of the property and general security agreement at Resort LP level
  • Overall leverage of all the assets is 75%
• \$33 million (16%) non-cash equity investment in Resort LP (29% of combined entity)
  • Resort LP will own 100% of Blue Mountain, Horseshoe, Deerhurst and Muskoka Bay
  • Buyer will have call option at \$33 million plus 12%, option expires on December 31, 2022
  • If option expires then Buyer will have a call option and Skyline will have a put option for 50% of its interest in year 4 and 50% in year 5, allowing for a full 100% exit by year 5 if desired
• \$8 million (4%) by way of up to two-year bridge loan with 12% annual interest rate
  • Guaranteed and secured by Resort LP and Freed

Muskoka Bay Resort

• Roll-in value of \$90 million
• Assets include 869-acre resort, newly built 17,000 square foot club house, 18-hole championship golf course, all rental management contracts (currently 70) plus 10 owned units in the newly built (late 2020) Muskoka Bay hotel, all development lands

Muskoka Bay Resort

• Golf course is ranked #7 in Canada by ScoreGolf Canada
• Strategically located between Deerhurst and Horseshoe and approximately 2 hours from Toronto by car

Additional Deal Terms

• Major decisions of Resort LP require Skyline group's agreement, including acquisitions, dispositions, and issuance of equity or debt

▪ Normal tag along and drag along provisions

▪ No obligation to put in additional equity, with right to match any new investment to avoid dilution

Sale Price vs. Fair Value

• Sale price is approximately \$30 million above current fair value and \$40 million above the Company's pre-COVID value; driven by Blue Mountain
• Skyline is working with advisors to determine tax impact of sale; current estimate of tax on sale is approximately \$10 million, a portion of which will be deferred over 4 years

Property	Freed Allocation1	Fair Value June 30, 2021	Difference vs. June 30, 2021	FS Impact
Deerhurst	106,150	92,965	13,185	OCI/Income Statement
Total Horseshoe	59,025	64,625	(5,600)	OCI/Income Statement
Blue Mountain	44,825	24,172	20,653	Income Statement
Total	210,000	181,762	28,238
Horseshoe Lift Lease Assumption			4,159
Total FS Impact			32,397

• Allocation of proceeds within a property will drive OCI and Income Statement impacts and will also have an impact on taxes
  • Under IFRS, fair value changes to PP&E impact OCI, while Investment Property and Inventory impact the Income Statement
• Skyline and Freed will agree to the allocation within a property prior to Closing

⁽¹⁾ Allocations assigned by buyer at the property level only.

Cash on Closing (\$000's)
Purchase Price	210,000	100%
Less: VTB	(59,984)	29%
Less: Equity Deferral	(32,717)	16%
Less: Bridge Loan	(8,000)	4%
Cash on Closing	109,299	52%

VTB Payments (\$000's)

Total Payments	70,522
Total Interest	10,538
Total Principal Repayments	59,984	100%
October 2025 – Principal	24,984	48%
April 2025 – Principal	25,000	37%
February 2024 – Principal	10,000	15%

Resort LP Structure (\$000's)
Skyline Group Assets	210,000	63%
Muskoka Bay Resort	90,000	27%
Working Capital/Closing Costs	32,962	10%
Total Assets	332,962	100%
Mortgages/VTB/Bridge Loan	151,700	46%
VTB – Skyline	59,984	18%
VTB – Third Party	19,200	6%
Skyline Group Bridge Loan	8,000	2%
Skyline Group Equity	32,717	10%
Freed Equity	61,361	18%
Total Liabilities & Equity	332,962	100%

Gross Cash Flows1

• \$189 million in gross cash to be received after taking into account equity investment
• Skyline has a put option and Freed has a call option in years 4 and 5 for up to 50% of deferred equity in Resort LP at fair market value at that time, which provides option to remove 100% of Skyline's capital if desired

Gross Cash Flows (\$'000s)
	Closing	Year 1	Year 2	Year 3	Year 4	Total
Cash on Closing	109,299	-	-	-	-	109,299
VTB Principal	-	-	-	10,000	49,984	59,984
VTB Interest	-	1,483	1,483	5,698	1,874	10,538
Bridge Loan	-	-	8,000	-	-	8,000
12% Preferred Return on Bridge Loan	-	-	1,200	-	-	1,200
Total Gross Cash Inflows	109,299	1,483	10,683	15,698	51,858	189,021
Bridge Loan	8,000	-	(8,000)	-	-	-
VTB	59,984	-	-	(10,000)	(49,984)	-
Non-Cash Equity Roll	32,717	-	-	-	-	32,717
Total Proceeds	210,000	1,483	2,683	5,698	1,874	221,738

Notes:

(1) Note that the company is also in the process of renegotiating the interest rates and terms to maturity for its other property-level mortgages.

Significant deleveraging event also provides cash to pursue growth

Use of Proceeds (\$000's)
Cash on Closing	109,299
Repayment of Bond A1	(48,000)
Repayment of Horseshoe LOC	(16,000)
Payment to Blue Mountain Partner	(5,557)
Repayment of Other Loans	(4,252)
Income Tax Holdback	(2,957)
Closing and Other Costs	(2,497)
Excess Cash on Closing	30,036

Pro Forma Net Asset Value

(CAD 000's)		BV	Loan Balance June 30, 2021	LTV	Equity	Resort Sale Impact		Pro Forma Pro Forma
	Ownership					Assets	Liabilities	LTV	Equity
Hotels and Resorts
Deerhurst Resort (1)	100%	75,040	45,861	61%	29,179	(75,040)	(45,861)	-	-
Horseshoe Resort	100%	41,200	16,222	39%	24,978	(41,200)	(16,222)	-	-
Hyatt Regency Arcade	100%	63,085	22,233	35%	40,852			35%	40,852
Renaissance Hotel	50%	62,962	26,046	41%	36,916			41%	36,916
Courtyard Hotels	100%	174,260	117,552	67%	56,708			67%	56,708
Bear Valley Resort	100%	18,715	-	0%	18,715			0%	18,715
Total Hotels and Resorts		435,262	227,914	52%	207,348	(116,240)	(62,083)	52%	153,191
Other(2)		1,571	9,896		(8,325)	(1,571)	(5,744)		(4,152)
Total Hotels and Resorts per Consolidated FS		436,833	237,810	54%	199,023	(117,811)	(67,827)	53%	149,039
Lands
Lands3 Deerhurst	100%	25,726	3,192	12%	22,534	(17,540)	(3,192)		8,186
Horseshoe Lands	100%	17,900			17,900	(17,900)			-
Blue Mountain Lands	60%	21,300			21,300	(21,300)			-
Port McNicoll	100%	5,275			5,275				5,275
Total Lands		70,201	3,192	5%	67,009	(56,740)	(3,192)	0%	13,461
Projects Under Construction and Other		6,873	-		6,873	(6,873)			-
Total Real Estate		513,907	241,002	47%	272,905	(181,424)	(71,109)	51%	162,500
Cash and Cash Equivalents		29,819				30,036			59,855
Vendor Take Back Loans4		56,425				59,984			116,409
Equity Investment		-				32,717			32,717
Bridge Loan		-				8,000			8,000
Receivables & Other		41,125				(7,871)			33,254
Total Assets per Financial Statements		641,276				(58,558)			582,718
Debt (incl. Bonds)5		292,923					(71,109)		221,904
Other Liabilities		86,507					(20,823)		65,684
Total Liabilities		379,430					(91,842)		287,588
Non-Controlling Interest		31,055					8,261		39,316
Equity Attributable to Shareholders of the Company		230,791							255,814
Total Equity		261,846							295,130
Number of Shares, 000		16,745
Shareholders' Equity per Share (CAD)		13.78							15.28
Shareholders' Equity per Share (NIS)6		36.24							40.17

Notes:

(1) Loan balance: Series A bonds.

(2) Debt consists of equipment lease obligations; book value relates to Skyline Utility Services.

(3) Remaining lands represent Golf Cottages and Sanctuary Lots that will remain under Skyline ownership.

(4) Includes VTBs from Resort LP, Port McNicoll, and previously sold projects at Blue Mountain.

(5) Includes unsecured Series B bonds.

(6) Exchange rate NIS/CAD (as of June 30, 2021) is 0.38034.

Skyline's Strategy

Skyline's Strategy

Acquisition of hospitality properties to further decrease seasonality and diversify our geographic presence

Continued monetization of land assets to less than 10% of total assets

Active asset management and optimization of cash flow from existing hotel assets:

• Continual analysis of property performance
• Research of the operational markets
• Implementation of property upgrades
• Intensive site visits

Acquisition Targets

Focus on the US and Canada

Stabilized in-place income

Strong potential growth

Strong demand generators

Limited new supply

Low seasonality

Acquisition cost below replacement cost

Substantial Cash Flow Expansion

• Current normalized resort adjusted cash flow is approximately \$2 million per year
  • \$9.0 million of combined resort NOI less debt service of \$5.7 million and capex of \$1.3 million
• Redeployment of \$30 million from cash on closing will provide \$86 million in assets1 and combined with VTB and bridge loan interest, up to 3 times current normalized resort adjusted cash flow

Incremental Adjusted Cash Flow
	Illustrative Cap Rate
(CAD \$'000s)	8%	9%	10%
New Acquisitions from Initial Cash Proceeds1		85,818
New Acquisition NOI	6,865	7,724	8,582
VTB & Bridge Loan Cash Interest	1,483	1,483	1,483
Expense Reduction	500	500	500
Total NOI	8,848	9,707	10,565
Interest Expense2	2,789	2,789	2,789
CAPEX3	1,373	1,545	1,716
Total Interest Expense & CAPEX	4,162	4,334	4,505
Incremental Adjusted Cash Flow	4,686	5,373	6,060

▪ Skyline will receive a further approximately \$80 million in VTB principal and interest payments over the next 4 years, which will allow Skyline to purchase a further \$228 million in additional assets1

(3) CAPEX assumed to be incurred at 4% of revenue.

⁽¹⁾ Assumes 65% loan to value.

⁽²⁾ Assumes 5% interest rate.

Share Price Discount to NAV

▪ Pro forma NAV is expected to be 40.17 NIS per share1 after sale is completed compared to Skyline's closing share price on September 26, 2021 of 20.73 NIS, a 48% pro forma discount

Closing Summary

• Sale of the resorts is part of Skyline's monetization and diversification strategy
• Opportunity for Skyline to receive value well in excess of fair value during COVID-19 pandemic
• Equity roll-in provides Skyline with continuing small investment in the sector, but without any bank guarantees, capital commitments or direct management
• Lowers Skyline's debt on hospitality assets and increases cash reserves during COVID-19
• Skyline expects good opportunities in 2022 to redeploy excess cash
• Annual cash flow from the VTB and corporate overhead cost savings will be similar to normalized adjusted cash flow previously being received from the resorts; reinvestment of the proceeds will flow efficiently to FFO
• Sale is a significant, game-changing event for Skyline and will lower the company's risk profile substantially

Thank You!

Questions?

Please contact Rob Waxman | Chief Financial Officer 647-207-5312 | robw@skylineinvestments.com

WWW.SKYLINEINVESTMENTS.COM