Offering Memorandum

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this Offering Memorandum. Any representation to the contrary is an offence. The information disclosed on this page is a summary only. Purchasers should read the entire Offering Memorandum for full details about the Offering. This is a risky investment. See Item 8 - Risk Factors.

Date:	May 27, 2022
TheIssuer:	Limestone Loan Capital Corporation (the"Corporation")
Address:	1020 Bayridge Drive, Suite209
	Kingston, Ontario K7P2S2
Phone:	(855)208-8382
Email:	[email protected]

Reporting Issuer: The Corporation is not a reporting issuer in any jurisdiction. These securities do not and will not trade on any exchange or market.

SEDAR Filer: Yes, but only as required pursuant to section 2.9 of National Instrument 45-106 – Prospectus Exemptions. The Corporation is not a reporting issuer and does not file continuous disclosure documents on SEDAR that are required to be filed by reporting issuers.

The Offering

Refer to "Glossary of Terms" for the meanings of capitalized words and phrases that are used but not defined in this summary.

Securities Offered	8.5% 3 year secured Bonds (referred to herein as the "Series C Bonds")3 year zero coupon secured Bonds (referred to herein as the "Series E Bonds")10.5% 5 year secured Bonds (referred to herein as the "Series G Bonds")5 year zero coupon secured Bonds (referred to herein as the "Series H Bonds")(collectively the "Bonds")See Item 5.1 for details regarding the terms of the Bonds.
Price Per Security	$100 per Bond. See Item 5.1 for details regarding the terms of the Bonds.
Minimum Offering	The Offering is not subject to any minimum offering amount and as such you may bethe only purchaser.
Maximum Offering	The maximum aggregate amount of this Offering together with the Previous Offerings is$50,000,000 (500,000 Bonds) of which $17,091,000 has been raised as of the date of thisOffering Memorandum from the issue of a combination of Series A Bonds, Series B Bonds,Series C Bonds, Series D Bonds, Series E Bonds, Series F Bonds, Series G Bonds and SeriesH Bonds by the Corporation.The maximum offering under this Offering is $32,909,000 (329,090 Bonds). The Corporationexpects to issue up to 329,090 Bonds through the issuance of a combination of Series CBonds, Series E Bonds, Series G Bonds and Series H Bonds under this Offering. TheCorporation may issue in excess of 500,000 Bonds through future offerings of Bonds andmay issue new series of bonds. See Item 8 – Risk Factors – Additional Issuances ofBonds.
Minimum SubscriptionAmount Per Subscriber	$25,000 (250 Bonds) The directors of the Corporation may, in their sole discretion, reduce theminimum investment amount per Subscriber in limited circumstances.
Available Funds	Funds available under this offering may not be sufficient to accomplish our proposedobjectives.
Payment Terms	Payment in full by cheque or bank draft of the subscription price is to be made with the deliveryof a duly executed and completed Subscription Agreement. See Item 5.2 - SubscriptionProcedure.
Proposed Closing Date(s)	Closings will occur at any time and from time to time on such dates as the Corporation maydetermine.
Income Tax Consequences	There are important tax consequences to these securities.See Item 6 - Income Tax Consequences and Deferred Plan Eligibility.
Purchasers' Rights	You have 2 business days to cancel your Subscription Agreement to purchase these securities.If there is a misrepresentation in this Offering Memorandum, you have the right to sue eitherfor damages or to cancel the Subscription Agreement. See Item 11 - Purchasers' Rights.
Resale Restrictions	You will not be able to sell these securities except in very limited circumstances. You maynever be able to resell these securities. See Item 10 - Resale Restrictions.

	The Corporation reserves the right to retain agents to, and/or pay persons ("Selling Agents")who, effect sales of the Bonds, in which case, subject to Applicable Laws, such Selling Agentsmay receive the following selling commissions:
	(1)Series C Bonds and Series E Bonds: the Corporation may pay up to six percent (6%)of the Gross Proceeds realized from the sale of Bonds sold directly by Selling Agents;and
Selling Agents	(2)Series G Bonds and Series H Bonds: the Corporation may pay up to ten percent (10%)of the Gross Proceeds realized from the sale of Bonds sold directly by Selling Agents.
	The Corporation may also pay Exempt Market Dealers up to one percent (1%) of the GrossProceeds realized from the sale of the Bonds as a dealer administration fee.
	The officer and directors of the Corporation may also sell Bonds to Subscribers in accordancewith applicable securities laws. No commissions will be paid with respect to any sales ofBonds made by the officer and directors. See Item 7 - Compensation Paid to Sellers andFinders – Related & Connected Issuer Matters.
Related and ConnectedIssuer	The Corporation expects that the Bonds will be sold to investors by Rethink and DiversifySecurities Inc. ("Rethink"), an Exempt Market Dealer registered in the Provinces of BritishColumbia, Alberta, Saskatchewan, Ontario, Prince Edward Island and Manitoba. Rethink isrelated to the Corporation as certain officers and directors of Rethink are officers, directorsand shareholders of a corporate shareholder of the Corporation which also holds shares inRethink. As a result of the above, Rethink and the Corporation are considered to be "related"and "connected" in accordance with Applicable Laws and as a consequence the relationshipbetween the Corporation and Rethink may lead a reasonable prospective purchaser of thesecurities to question the independence of such parties for purposes of the distribution of theBonds under this Offering. Rethink, prior to trading with or advising their clients with respectto the Bonds, shall inform clients of the relevant relationships and connections with the issuerof the securities, which in the case of this Offering is the Corporation. See Item 7 -Compensation Paid to Sellers and Finders – Related & Connected Issuer Matters.
OM Marketing Materials	All OM Marketing Materials related to this Offering and delivered or made reasonably availableto a prospective Subscriber are hereby incorporated by reference into this OfferingMemorandum.
LIMESTONE LOAN COPYPlease initial below and submit this page with your Subscription Agreement.

Investor Initials

This Offering is being made to, and subscriptions will only be accepted from, persons resident in the Provinces and Territories of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick, Newfoundland and Labrador, Prince Edward Island, Northwest Territories, Yukon and Nunavut. This Offering is being made pursuant to certain exemptions contained in National Instrument 45-106 – Prospectus Exemptions ("NI 45-106").

This Offering Memorandum constitutes an offering of securities only in those jurisdictions and to those persons to whom they may be lawfully offered for sale. This Offering Memorandum is not, and under no circumstances is to be construed as, a prospectus or advertisement or a public offering of these securities in any jurisdiction.

No person has been authorized to give any information or to make any representation not contained in this Offering Memorandum. Any such information or representation which is given or received must not be relied upon.

Offering Memorandum

Date:	May 27,2022
TheIssuer:	Limestone Loan Capital Corporation (the"Corporation")
Address:	1020 Bayridge Drive, Suite209
	Kingston, Ontario K7P2S2
Phone:	(855)208-8382
Email:	[email protected]

Reporting Issuer: The Corporation is not a reporting issuer in any jurisdiction. These securities do not and will not trade on any exchange or market.

The Offering

Refer to "Glossary of Terms" for the meanings of capitalized words and phrases that are used but not defined in this summary.

Securities Offered	8.5% 3 year secured Bonds (referred to herein as the "Series C Bonds")3 year zero coupon secured Bonds (referred to herein as the "Series E Bonds")10.5% 5 year secured Bonds (referred to herein as the "Series G Bonds")5 year zero coupon secured Bonds (referred to herein as the "Series H Bonds")(collectively the "Bonds")See Item 5.1 for details regarding the terms of the Bonds.
Price Per Security	$100 per Bond. See Item 5.1 for details regarding the terms of the Bonds.
Minimum Offering	The Offering is not subject to any minimum offering amount and as such you may bethe only purchaser.
Maximum Offering	The maximum aggregate amount of this Offering together with the Previous Offerings is$50,000,000 (500,000 Bonds) of which $17,091,000 has been raised as of the date of thisOffering Memorandum from the issue of a combination of Series A Bonds, Series B Bonds,Series C Bonds, Series D Bonds, Series E Bonds, Series F Bonds, Series G Bonds and SeriesH Bonds by the Corporation.The maximum offering under this Offering is $32,909,000 (329,090 Bonds). The Corporationexpects to issue up to 329,090 Bonds through the issuance of a combination of Series CBonds, Series E Bonds, Series G Bonds and Series H Bonds under this Offering. TheCorporation may issue in excess of 500,000 Bonds through future offerings of Bonds and mayissue new series of bonds. See Item 8 – Risk Factors – Additional Issuances of Bonds.
Minimum SubscriptionAmount Per Subscriber	$25,000 (250 Bonds) The directors of the Corporation may, in their sole discretion, reduce theminimum investment amount per Subscriber in limited circumstances.
Available Funds	Funds available under this offering may not be sufficient to accomplish our proposedobjectives.
Payment in full by cheque or bank draft of the subscription price is to be made with the deliveryPayment Termsof a duly executed and completed Subscription Agreement. See Item 5.2 - SubscriptionProcedure.
Proposed Closing Date(s)	Closings will occur at any time and from time to time on such dates as the Corporation maydetermine.
Income Tax Consequences	There are important tax consequences to these securities.See Item 6 - Income Tax Consequences and Deferred Plan Eligibility.
Purchasers' Rights	You have 2 business days to cancel your Subscription Agreement to purchase these securities.If there is a misrepresentation in this Offering Memorandum, you have the right to sue eitherfor damages or to cancel the Subscription Agreement. See Item 11 - Purchasers' Rights.
Resale Restrictions	You will not be able to sell these securities except in very limited circumstances. You maynever be able to resell these securities. See Item 10 - Resale Restrictions.

	The Corporation reserves the right to retain agents to, and/or pay persons ("Selling Agents")who, effect sales of the Bonds, in which case, subject to Applicable Laws, such Selling Agentsmay receive the following selling commissions:
	(1)Series C Bonds and Series E Bonds: the Corporation may pay up to six percent (6%)of the Gross Proceeds realized from the sale of Bonds sold directly by Selling Agents;and
Selling Agents	(2)Series G Bonds and Series H Bonds: the Corporation may pay up to ten percent (10%)of the Gross Proceeds realized from the sale of Bonds sold directly by Selling Agents.
	The Corporation may also pay Exempt Market Dealers up to one percent (1%) of the GrossProceeds realized from the sale of the Bonds as a dealer administration fee.
	The officer and directors of the Corporation may also sell Bonds to Subscribers in accordancewith applicable securities laws. No commissions will be paid with respect to any sales ofBonds made by the officer and directors. See Item 7 - Compensation Paid to Sellers andFinders – Related & Connected Issuer Matters.
Related and ConnectedIssuer	The Corporation expects that the Bonds will be sold to investors by Rethink and DiversifySecurities Inc. ("Rethink"), an Exempt Market Dealer registered in the Provinces of BritishColumbia, Alberta, Saskatchewan, Ontario, Prince Edward Island and Manitoba. Rethink isrelated to the Corporation as certain officers and directors of Rethink are officers, directorsand shareholders of a corporate shareholder of the Corporation which also holds shares inRethink. As a result of the above, Rethink and the Corporation are considered to be "related"and "connected" in accordance with Applicable Laws and as a consequence the relationshipbetween the Corporation and Rethink may lead a reasonable prospective purchaser of thesecurities to question the independence of such parties for purposes of the distribution of theBonds under this Offering. Rethink, prior to trading with or advising their clients with respectto the Bonds, shall inform clients of the relevant relationships and connections with the issuerof the securities, which in the case of this Offering is the Corporation. See Item 7 -Compensation Paid to Sellers and Finders – Related & Connected Issuer Matters.
OM Marketing Materials	All OM Marketing Materials related to this Offering and delivered or made reasonably availableto a prospective Subscriber are hereby incorporated by reference into this OfferingMemorandum.
INVESTOR COPYPlease retain this complete copy of the Offering Memorandum for your records.

NOTE REGARDING FORWARD-LOOKING STATEMENTS 1
	GLOSSARY 2

	ITEM 1 - USE OF AVAILABLE FUNDS 4
1.1	Available Funds 4
1.2	Use of Available Funds 4
1.3	Future Cash Calls 4
	ITEM 2 - BUSINESS OF THE CORPORATION 4
2.1	Structure 4
	2.11 Related Parties 4
2.2	Our Business 5
	2.2.1 Business of SCF 5
	2.2.2 Offering Structure 9
	2.2.3 Investment Flow Chart 9
2.3	Development of Business 10
2.4	Long Term Objectives 10
2.5	Short Term Objectives and How The Corporation Intends To Achieve Them 11
2.6	Insufficient Funds 11
2.7	Material Agreements 11
	2.7.1 SCF Loan Agreement 11
	2.7.2 Trust Indenture with Olympia Trust Company 13
	ITEM 3 - DIRECTORS, MANAGEMENT, PROMOTERS AND PRINCIPAL HOLDERS 32
3.1	Compensation and Securities Held 32
3.2	Management Experience 33
	3.2.1 Management Experience of SCF 33
3.3	Penalties, Sanctions and Bankruptcy 34
	ITEM 4 - CAPITAL STRUCTURE 34
4.1	Share Capital 34
4.2	Long Term Debt 36
4.3	Prior Sales 38
	ITEM 5 - SECURITIES OFFERED 40
5.1	Terms of Securities 40
5.2	Subscription Procedure 42
	ITEM 6 - INCOME TAX CONSEQUENCES AND DEFERRED PLAN ELIGIBILITY 43
	ITEM 7 - COMPENSATION PAID TO SELLERS AND FINDERS – RELATED & CONNECTED ISSUER MATTERS 44
	ITEM 8 - RISK FACTORS 45
	ITEM 9 - REPORTING OBLIGATIONS 48
9.1	Reporting to Bondholders 48
	ITEM 10 - RESALE RESTRICTIONS 49
10.1	General Statement 49
10.2	Restricted Period 49
10.3	Manitoba resale restrictions 49
	ITEM 11 - PURCHASERS' RIGHTS 49
	ITEM 12 - FINANCIAL STATEMENTS 59
12.1	Financial Statements of the Corporation 60
	ITEM 13 - DATE AND CERTIFICATE 90

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Offering Memorandum contains forward-looking statements. These statements relate to future events or the future performance of the Corporation and SCF (as that term is defined in the "Glossary of Terms" herein). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "targeting", "intend", "could", "might", "continue", or the negative of these terms or other comparable terminology. These statements are only predictions. In addition, this Offering Memorandum may contain forward-looking statements attributed to third party industry sources. Undue reliance should not be placed on these forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur and may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The forward-looking statements contained in this Offering Memorandum are expressly qualified by this cautionary statement. The Corporation is not under any duty to update any of the forward-looking statements after the date of this Offering Memorandum to conform such statements to actual results or to changes in the Corporation's expectations except as otherwise required by applicable legislation.

COVID-19 PANDEMIC

In order to combat the Covid-19 outbreak (the "Covid-19 pandemic"), governments worldwide, including those countries in which the entity operates, have enacted emergency measures including travel bans, legally enforced or self-imposed quarantine periods, social distancing and business and organization closures. These measures have caused material disruptions to businesses, governments and other organizations resulting in an economic slowdown and increased volatility. Governments and central banks have responded with significant monetary and fiscal interventions designed to stabilize economic conditions. This rapidly evolving event, including health and safety conditions, economic environment and resulting government measures, creates a high level of uncertainty and risk that may have a significant impact on the Corporation's activities, results of operations and financial condition. The duration and impact of the pandemic is unknown at this time, as is the efficacy of any interventions. As such it is not possible to estimate the length and severity of these developments and the impact on the financial results and condition of the Corporation, 2394260 Ontario Inc. (operating under the trade name of SkyCap Financial) and their respective operations in future periods. See Item 2.3 - Development of Business and Item 8 - Risk Factors herein for further disclosure with respect to the Covid-19 pandemic.

GLOSSARY OF TERMS

In this Offering Memorandum, unless the context otherwise requires, the following words and terms shall have the indicated meanings and grammatical variations of such words and terms shall have corresponding meanings:

"Applicable Laws" means all applicable provisions of law, domestic or foreign, including all securities laws applicable to the Corporation of each province and territory of Canada.

"BCA" means the Business Corporations Act (Ontario).

"Bondholder(s)" means a holder of Bonds purchased by a Subscriber pursuant to this Offering Memorandum.

"Bonds" means collectively the Series C Bonds, Series E Bonds, Series G Bonds and Series H Bonds issued by the Corporation pursuant to this Offering Memorandum. See Item 5.1 - Terms of Securities.

"Class D Share Offering" shall have the meaning ascribed to it Item 2.3 (ix) - Development of Business herein.

"Covid-19 pandemic" shall have the meaning ascribed to it in Item 2.3 - Development of Business herein.

"CRA" means the Canada Revenue Agency.

"Deferred Plan" means any one of or collectively an RESP, RRIF, RRSP and a TFSA.

"Face Value Amount" means: (i) with respect to each Series E Bond, the sum of $128.70186; (ii) with respect to each Series F Bond, the sum of $172.04284; and (iii) with respect to each Series H Bond, the sum of $167.90491.

"Gross Proceeds" means, at any time, the aggregate gross proceeds of this Offering.

"Indenture" shall have the meaning ascribed to it in Item 2.3 Development for Business herein.

"Independent" has the meaning ascribed to such term as defined by NI 81-107.

"Independent Director" means a director of the Corporation who is Independent.

"Loan" or "Loan(s)" means the loan or loans of all of the funds raised pursuant to this Offering and the Previous Offerings by the Corporation to SCF as more particularly described in Item 2.7.1 herein.

"Maturity Date" means with respect to: (i) Series A Bonds, Series C Bonds and Series E Bonds the 15th day of either March, June, September, or December based on the first of these dates that arises after the third anniversary of the date of issue of a Series A Bond, Series C Bond or Series E Bond; and (ii) Series B Bonds, Series D Bonds, Series F Bonds, Series G Bonds and Series H Bonds the 15th day of either March, June, September, or December based on the first of these dates that arises after the fifth anniversary of the date of issue of a Series B Bond, Series D Bond, Series F Bond, Series G Bondor Series H Bond.

"Maximum Offering Amount" means the maximum offering hereunder of gross proceeds of $32,909,000.

"NI 45-106" means National Instrument 45-106 Prospectus Exemptions.

"NI 81-107" means National Instrument 81-107 Independent Review Committee for Investment Funds.

"Offering" means the offering of Series C Bonds, Series E Bonds, Series G Bonds and Series H Bonds pursuant to the terms of this Offering Memorandum.

"Offering Memorandum" means this offering memorandum dated May 27, 2022 as amended or supplemented.

"Olympia Trust" means Olympia Trust Company, a trust company registered pursuant to the Trust Companies Act (Alberta) and other applicable legislation within Canada.

"Previous Offerings" means:

the offering of Series A Bonds and Series B Bonds by the Corporation pursuant to an offering memorandum dated June 14, 2019; and
the offering of Series C Bonds, Series D Bonds, Series E Bonds and Series F Bonds by the Corporation pursuant to offering memorandum dated May 8, 2020; and
the offering of Series C Bonds, Series E Bonds, Series G Bonds and Series H Bonds pursuant to an offering memorandum dated May 28, 2021.

"Principal Amount" means the aggregate dollar value of each Subscriber's subscription for Series C Bonds or Series G Bonds determined by multiplying the number of Bonds purchased by a Subscriber by $100.

"Principal Party" means the officer or directors of the Corporation.

"Public Company Election" means the election of the Corporation to become a "public corporation" pursuant to subsection 89(1) of the Tax Act.

"public corporation" means a corporation that is resident in Canada at the particular time:

(a) if at that time a class of shares of the capital stock of the corporation is listed on a designated stock exchange in Canada; and
(b) if before that time it elected in prescribed manner by filing Form T2073 to be a public corporation, and it complied with prescribed conditions relating to the number of its shareholders, the dispersal of ownership of its shares and the public trading of its shares;

unless it ceased to be a public corporation because of an election or designation before that particular time.

"Regulations" means the Tax Act regulations.

"RESP" means Registered Education Savings Plan as defined under the Tax Act.
"RRIF" means Registered Retirement Income Fund as defined under the Tax Act.

"RRSP" means Registered Retirement Savings Plan as defined under the Tax Act.

"Rethink" shall have the meaning ascribed to it in Item 7 – Compensation Paid to Sellers and Finders herein.

"SCF" means 2394260 Ontario Inc. (operating under the trade name of SkyCap Financial), is a private Ontario corporation related to the Corporation by a common officer, director and shareholder. See Item 2.2.1 - Business of SCF.

"SCF Loan Agreement" means the loan agreement between the Corporation and SCF dated March 25, 2019. See Item 2.7.1 Material Agreements – SCF Loan Agreement.

"Selling Commissions" means the aggregate of commissions of up to seven percent (7%) with respect to Series C Bonds and Series E Bonds and the aggregate of commissions of up to eleven percent (11%) with respect to the Series G Bonds and Series H Bonds of the Gross Proceeds from the sale of the Bonds pursuant to this offering payable to parties who sell the Bonds and who are entitled to receive such commissions under Applicable Laws. See Item 7 - Compensation Paid to Sellers and Finders.

"Series A Bonds" means the 9% three (3) year secured Bonds previously issued by the Corporation.

"Series B Bonds" means the 12% five (5) year secured Bonds previously issued by the Corporation.

"Series C Bonds" means the 8.5% three (3) year secured Bonds issued by the Corporation as more particularly described in Item 5.1 herein.

"Series D Bonds" means the 11% five (5) year secured Bonds previously issued by the Corporation.

"Series E Bonds" means the zero coupon three (3) year secured Bonds issued by the Corporation as more particularly described in Item 5.1 herein.

"Series F Bonds" means the zero coupon (5) year secured Bonds previously issued by the Corporation.

"Series G Bonds" means the 10.5% five (5) year secured Bonds issued by the Corporation as more particularly described in Item 5.1 herein.

"Series H Bonds" means the zero coupon five (5) year secured Bonds issued by the Corporation as more particularly described in Item 5.1 herein.

"Subscribers" mean parties who subscribe for Bonds pursuant to this Offering.

"Subscription Agreement" means the Subscription Agreement entered into between a Subscriber and the Corporation with respect to the purchase of Bonds by a Subscriber under this Offering.

"Tax Act" means the Income Tax Act (Canada).

"TFSA" means a Tax-Free Savings Account as defined by the Tax Act.

"Trust Indenture" means the Indenture, as amended, between the Corporation and Olympia Trust Company as more particularly described in Item 2.7.2 herein.

In this Offering Memorandum, references to "dollars" and $ are to the lawful currency of Canada, unless otherwise indicated.

ITEM 1 - USE OF AVAILABLE FUNDS

1.1 Available Funds

The following table discloses the available funds ("Available Funds") of this Offering:

		Assuming MinimumOffering	Assuming MaximumOffering
A	Amount to be raised by issuance of thisOffering	Nil	$32,909,000
B	Selling Commissions and Fees (1)	Nil	(1)
C	Estimated Offering Costs (2)	Nil	(2)
D	Marketing Costs (3)	Nil	(3)
E	Available Funds: E= A –(B + C + D)	Nil	$32,909,000
F	Additional sources of funding required (4)	Nil	Nil
G	Working Capital Deficiency	Nil	Nil
H	Total: H= (E+F) -G	Nil	(4)$32,909,000

(1) All Selling Commissions payable with respect to the sale of Bonds pursuant to this Offering, estimated to be $2,961,810, assuming an average of nine percent (9%) Selling Commissions have been paid with respect to the Maximum Offering Amount. All Selling Commissions will be paid on the Corporation's behalf by SCF pursuant to the terms of the SCF Loan Agreement. See Item 7 - Compensation Paid to Sellers and Finders.

(2) The estimated Offering Costs associated with this Offering, estimated to be $100,000, will be paid on the Corporation's behalf by SCF pursuant to the SCF Loan Agreement. See Item 2.7.1 - SCF Loan Agreement.

(3) Marketing Costs with respect to this Offering are expected to be $50,000 and will be paid on the Corporation's behalf by SCF pursuant to the SCF Loan Agreement. See Item 2.7.1 - SCF Loan Agreement.

(4) The Corporation does not expect to require additional funds from other sources to advance its business objectives.

1.2 Use of Available Funds

The following table provides a detailed breakdown of how the Corporation will use the Available Funds of this Offering and the Previous Offerings in the 12 months ensuing from the date of this Offering Memorandum:

Description of intended use of Available	Assuming Minimum	Assuming Maximum
Funds listed in order of priority	Offering	Offering
The Available Funds of this Offering will be loanedby the Corporation to SCF as working capital forfunding Loans by SCF.	Nil	(1)$32,909,000

(1) All costs associated with this Offering, will be paid on the Corporation's behalf by SCF pursuant to the terms of the SCF Loan Agreement. See Item 2.7.1 - SCF Loan Agreement.

1.3 Future Cash Calls

An investor in these securities will not be required to make any additional funds available to the Corporation in addition to their subscription amount.

ITEM 2 - BUSINESS OF THE CORPORATION

2.1 Structure

The Corporation is a corporation incorporated under the BCA pursuant to a certificate of incorporation dated March 22, 2019. The Corporation's head office is located at 1020 Bayridge Drive, Suite 209, Kingston, Ontario.

2.1.1 Related Parties

Jeremy Wilson is the President and a director of the Corporation. He is also the sole officer and director of SCF and he is the sole shareholder of Limestone Asset Management Inc. ("LAM"). LAM is the sole shareholder of SCF and is the majority voting shareholder of the Corporation. LAM also holds Class B Common Shares and Class C Common Shares in the Corporation.

2.2 Our Business

The Corporation has carried out limited business prior to this Offering and has limited development history.

Since inception, the Corporation undertaken the Previous Offerings which has resulted in the Corporation issuing an aggregate of 2,848 Series A Bonds, 21,439 Series B Bonds, 23,303 Series C Bonds, 28,938 Series D Bonds, 5,281 Series E Bonds, 24,074 Series F Bonds, 33,780 Series G Bonds and 31,247 Series H Bonds raising an aggregate of $17,091,000. See Item 4.2 - Prior Sales.

As of March 31, 2022, the Corporation has paid a total of $1,182,319.68 in interest to its holders Bonds.

The Corporation is raising funds for the purpose of loaning (the "Loan") the Available Funds from this Offering to SCF. Pursuant to the SCF Loan Agreement, SCF will use a portion of the Available Funds to pay for all costs, fees and commissions associated with this Offering (See the notes in Item 1.1 herein). See Item 2.2.1 - Business of SCF and Item 2.7.1 - SCF Loan Agreement. The Corporation will have security over the present and after acquired personal property of SCF.

The Corporation's security in with respect to SCF's personal property may be subordinated in favour of security granted by SCF to any one or more institutional lender ("Institutional Lender(s)"). See Item 8 - Risk Factors – Investment & Issuer Risk – Loan to SCF.

As of the date of this Offering Memorandum, the Corporation has loaned $17,091,000 to SCF from available funds raised under the Previous Offerings. As of March 31, 2022 the total amount of accrued unpaid interest payable by SCF to the Corporation is $664,934.69. As of March 31, 2022, SCF has paid a total of $1,611,660.73 to the Corporation in interest under the Loan. The Corporation intends to continue to loan funds to SCF with the available funds of this Offering.

2.2.1 Business of SCF

SCF was founded in 2013 and is based in Kingston, Ontario.

SCF carries on an on-line lending business in Canada in all provinces except Nova Scotia and Quebec. SCF is servicing approximately 6,000 current SCF Borrowers (as that term is defined in the heading below). In 2022, SCF was named a finalist for the Consumer Lender of the Year in the Leaders in Lending awards presented by the Canadian Lenders Association (https://www.canadianlenders.org/2022-award-finalists/).

Source: https://skycapfinancial.com/

Consumer Credit in Canada

The big five Canadian banks dominate the consumer lending space in Canada, however, these banks have high credit thresholds for unsecured loans, lines of credit and credit cards, which leaves a large part of the Canadian population unable to access bank credit as a result of the bank's low risk tolerance procedures. SCF has implemented a process to offer unsecured loans (each an "SCF Loan") to qualified borrowers (each an "SCF Borrower") who may not be able to meet the rigorous qualifications of a bank. SCF does not restrict what an SCF Borrower can use an SCF Loan for. SCF leverages its technology and business practices to accurately and efficiently originate, underwrite and manage its SCF Loan portfolio.

Common reasons for an SCF Borrower seeking an SCF Loan are to cover bill payments, unexpected expenses, vehicle repair, home repair, debt consolidation, or financing a retail purchase. In order for an SCF Borrower to qualify for an SCF Loan, applications are reviewed by SCF which may involve review of the length of time an SCF Borrower has worked for their current employer (confirmed through an employment check), credit history review, minimum length of time a client has lived at their residential address and reviewing certain financial ratios.

SCF Loan Terms

SCF Loans currently range between $500 to $10,000 and range between 9 to 36 months. Payments of principal and interest are set-up on a weekly, bi-weekly, semi-monthly, or monthly basis, with an annual percentage rate from 19.99% to 39.99%. SCF creates a payment schedule, whereby, automatic payments will be set up with an SCF Borrower to ensure that SCF Loans are repaid on a regular schedule. SCF is continually reviewing its competitiveness in the marketplace and may periodically makes changes to its loan terms including but not limited to the principal amount of loans, length of term and loan underwriting criteria.

SCF Loan Portfolio

SCF's Loan portfolio can be split into two (2) portfolios: (1) product finance loans which are unsecured loans provided to a client where funds are used to finance the purchase of products or services from a third-party vendor ("SCF Product Finance Loans" or "Product Finance Loans"); and (2) personal loans ("SCF Personal Loans" or "Personal Loans") which are unsecured loans, the proceeds of which are used by SCF Borrowers at their discretion. As the market dynamics in the lending landscape in Canada shifts, SCF may, in the future, offer consumer loans to SCF Borrowers with respect to the purchase of vehicles, secured loans with respect to additional personal property related assets, fund secondary mortgages, provide credit cards, provide lines of credit and other related debt products. SCF may also in the future offer other ancillary products to SCF Borrowers such as credit monitoring.

SCF Product Finance Loans

SCF Product Finance Loans are unsecured loans which are advanced to an SCF Borrower to finance the purchase of products or services by an SCF Borrower from a third-party vendor ("Vendor"). SCF Borrowers use funds from SCF Product Finance Loans for the purpose of financing purchases (for example, furniture purchases). SCF has a profit share arrangement with the Vendor which includes a "vendor hold back" that mitigates credit risk to SCF. Where a purchase by an SCF Borrower involves a vendor hold back, SCF only advances a portion of the total purchase price of the product to the Vendor, and the remainder is held as contingent based on performance which minimizes the SCF Borrower default risk to SCF. For example, if the purchase price is $1,000 then as little as $400 may be advanced to the Vendor and $600 may be held back and would be advanced over time to limit potential losses to SCF as the Vendor assumes a majority of the credit risk. The amount and timing of the hold back may vary over time.

Previously, SCF offered Product Finance Loans for the purpose of helping an SCF Borrower establish or re-establish their credit through a third-party vendor. SCF exited the credit building business line in 2020 to focus on SCF Product Finance Loans and SCF Personal Loans.

SCF Personal Loans

SCF Personal Loans are unsecured loans used by a potential SCF Borrower at their discretion.

SCF Borrowers to whom SCF Personal Loans are advanced on average have the following personal characteristics:

50% Male & 50% Female
Average Age 40 years old
Average Annual Income $57,100
Average Under 50% Debt to Income Ratio
26% are Homeowners
21% have a "payday loan"

SCF Personal Loan Underwriting

SCF uses standard underwriting procedures employed for each SCF Personal Loan application it considers. Some of the risk management policies followed by SCF in these procedures include:

SCF uses an automated decision tool (the "Decision Tool"). Commencing in 2022, SCF began using the Decision Tool Modellica Pro, offered by GDS Link (1). It utilizes the credit data provided by a major Canadian credit bureau and allows SCF to review SCF Personal Loan applications. Decision Tool allows SCF to upload its underwriting criteria parameters into the platform along with third party data sources including credit and banking data whereby the software automates a credit adjudication giving a potential SCF Borrower a real time decision if their application will be approved or denied. This process allows SCF to scale by automating a significant part of the underwriting process while maintaining its own underwriting criteria.
Each new SCF Personal Loan application is screened using the Decision Tool, which can screen dozens of metrics instantly, such as credit score, high risk fraud flags, types of trade lines, payment history on trade lines, derogatory items, judgments, collections, credit utilization, frequency of credit applications, and the average age of accounts. The Decision Tool also evaluates data and metrics besides credit bureau information like aggregated banking data from an applicant as well as a shared industry "good/bad list" called Lenders API facilitated through the Canadian Lenders Association in which SCF is a member.
SCF underwriters focus on manual reviews of the applications that pass the thresholds of SCF's credit model.
A benefit to SCF using the Decision Tool to assist in its SCF Personal Loan underwriting process is that the underwriter's role is that of a manual reviewer providing human validation to the model inputs and outputs.

Creditor Insurance

As an additional revenue stream, SCF also cross sells optional creditor insurance ("SCF Creditor Insurance") on its approved SCF Personal Loan applications, whereby SCF is the beneficiary of the policy. These policies offer protection to SCF Borrowers in the event of death, critical illness or involuntary job loss. Under SCF Creditor Insurance, in the event of death or critical illness of an SCF Borrower, the outstanding loan balance would be covered by SCF Creditor Insurance. The SCF Creditor Insurance coverage includes arrears, if any, and interest. In the event of job loss, injury, or sickness, SCF Creditor Insurance covers regular interest and principal payments, plus a small principal prepayment for six (6) months. If after six (6) months, the SCF Borrower is still unemployed, injured, or sick, the SCF Creditor Insurance can pay out a lump sum up to the remaining balance within the policy limits. Since 2017, when SCF first introduced SCF Creditor Insurance, the majority of SCF's Personal Loan SCF Borrowers chose to take advantage of the SCF Creditor Insurance. As an alternative, an SCF Borrower may obtain loan protection insurance from alternative insurance providers as well.

SCF is the beneficiary of the SCF Creditor Insurance policies and earns a sales commission from the SCF Creditor Insurance insurer, reducing risk on the portfolio and assists with returns. SCF currently only sells creditor insurance on SCF Personal Loans although SCF may expand this going forward to include SCF Product Finance Loans as well.

For example, SCF agrees to advance a SCF Personal Loan in the amount of $3,000 loan over a three (3) year period at an annual rate of 39.99% interest. After the SCF Borrower has been approved, an option to purchase SCF Creditor Insurance is offered to the SCF Borrower. If the SCF Borrower accepts, they are sent a loan agreement and documentation about the coverage for execution.

Based on the above example amount, the SCF Borrower would pay monthly payments of $144.31 (which is principal and interest on the SCF Personal Loan) plus $101.31 in monthly SCF Credit Insurance premium (the "Premium") plus any applicable taxes on the Premium. The Premium is collected over time by SCF. SCF retains 50% of the Premium as the sales commission and remits monthly, the other 50% plus the sales taxes to the SCF Creditor Insurance Insurer ("Insurer"). Depending on performance of the portfolio with respect to cancellations and claims under the SCF Creditor Insurance policies which it has placed, the Insurer may pay a bonus (an "Creditor Insurance Bonus") to SCF out of the 50% Premium that the Insurer was originally paid by SCF. The Creditor Insurance Bonus could be as much as 52% of the Premium paid to the Insurer.

Home and Auto Benefits Plan

In May 2020, SCF began offering a Home and Auto Benefits Plan (the "Home & Auto Plan" or "Plan") offered through FIMC Partners Canada ULC (FIMC) as a cross selling opportunity for SCF Personal Loan applications. The Home & Auto Plan provides SCF Borrowers with dozens of different benefits through the Plan. These range from automobile related benefits like towing, roadside assistance, and reimbursement of insurance deductibles to home related benefits like locksmith service reimbursement, home insurance deductible reimbursement, prescription discounts, legal fee reimbursement for drafting wills and ambulance/paramedic expense reimbursement. The Home & Auto Plan also provides many different travel related discounts and reimbursements to its members. The Plan costs $310.25 plus applicable retail sales tax for an individual one-year Plan or $406.55 plus applicable retail sales tax for a one-year family Plan. The Home & Auto Plan is another revenue stream as SCF earns a sales commission of 25% of the Plan cost before tax as a sales commission. In 2020, approximately 67% of the SCF Personal Loan Borrowers purchased a Home & Auto Plan when offered and in 2021, approximately 53% of such Borrowers purchased the plan.

SCF Loan History and Current Loan Portfolio

In 2021, SCF originated and serviced 1,982 SCF Product Finance Loans having an aggregate principal loan amount of $7,130,649 and originated 1,900 SCF Personal Loans having an aggregate principal loan amount of $5,659,947. With respect to the above SCF Personal Loans, 67% of these SCF Borrowers initially accepted SCF Creditor Insurance and as of December 31, 2021, 84% of those SCF Loans remain insured. Note, the figures above represent the contracted loan balances from new loan originations. As part of its business model, SCF routinely rewards performing SCF Borrowers with upsell and increase offers for larger loan amounts. In this case, when loans are refinanced into larger loans, the total new balance is included in the contract originated amount (numbers above) and isn't split between the "refinanced amount" and the "new money". In addition, these figures do not take into account any regular amortization nor any early repayments.

In March 2022, SCF initiated the inclusion of an administration fee in SCF Personal Loans that is capitalized into the SCF Personal Loan balance at origination. The overall annual percentage rate of a SCF Personal Loan is unchanged for SCF Borrowers and the addition of the administration fee results in a drop in the interest rate. The administration fee is variable based on the amount of the SCF Personal Loan.

Since inception to March 31, 2022, SCF has loaned approximately $12,167,576 in SCF Personal Loans. In its history, SCF has had 869 SCF Personal Loans in which an SCF Borrower has defaulted with respect to its payment obligations with respect to a SCF Personal Loan. These defaults totaled approximately $1,274,345 net of recoveries of $110,522, representing 10.5% of SCF's total dollar volume of SCF Personal Loans that it has facilitated.

Of its current loan portfolio, the SCF Personal Loan product line represents approximately 55% of the portfolio in dollar terms where the SCF Product Finance Loans represent approximately 45% of the portfolio. Due to the higher margins, management has been growing the SCF Personal Loan product line in 2021 and is intending on continuing this growth.

SCF Liquidity

In an effort to enhance SCF's availability of funds to facilitate further growth, SCF entered in an agreement with an institutional investor to periodically sell a portion of its Product Finance Loans to that investor. SCF retains the client servicing and the relationship while earning a servicing fee contingent on portfolio performance. In 2021, SCF originated and sold an additional 95 Product Finance Loans representing $302,585 in principal balance to an institutional investor. In the first quarter of 2021, SCF ceased to offer further loans to the institutional investor.

SCF Registration

SCF is required to be licensed in connection with the sale of SCF Creditor Insurance. SCF, or its principal, is licensed as a "Restricted Sales Agent" under The Insurance Act (Manitoba), The Insurance Act (Alberta) and The Insurance Act (Saskatchewan) in Manitoba, Alberta and Saskatchewan. SCF is restricted to selling SCF Creditor Insurance through its insurance partner, Canadian Premier Life Insurance. No other provinces where SCF offers SCF Personal Loans require a license to sell SCF Creditor Insurance.

SCF operates in compliance with consumer protection legislation in the provinces in which it operates and is licensed under applicable lending legislation in Saskatchewan. There is no lending legislation applicable to SCF in the other provinces in which it carries on business that is currently applicable to SCF.

Bad Debts and SCF Loan Defaults

When an SCF Borrower halts or delays payment, SCF attempts to resolves these matters through a number of different stages. The first stage is SCF's internal customer service team following up on missed payments. As the SCF Loan ages, it is transferred to SCF's internal collections team. Depending on the specifics of the SCF Loan, the internal collections team may recommend litigation through small claims court seeking a judgment and wage garnishment. Otherwise, the file is sent to an external collection agency for recovery.

SCF keeps track of a bad debt provision on its personal loan books which is an annualized figure calculated for a given time period and expressed as a percentage of average gross loans receivable. SCF's internally targeted bad debt provision is set at 12% - 14%. The actual annualized bad debt provision for the calendar year ended December 31, 2018 was 13.7%, in 2019 it was 12.7%, in 2020 it was 13.2% and for the year ended December 31, 2021 was 11.7%. For the period November 1, 2021 through March 31, 2022, SCF had an annualized bad debt provision of 15.4% and for the period April 1, 2021 to March 31, 2022 was 14%. Due to the seasonality involved in borrower repayments, shorter periods annualized to an annual equivalent may introduce some volatility which may not exist when looking at a full year period. Due to the contractual risk mitigating offsets, the bad debt for the SCF Product Finance Loans is not able to be calculated in the same manor. Under SCF's accounting policies, personal loans are classified as "impaired" when in the opinion of management, there is reasonable doubt as to the collectability, either in whole or in part, of the principal amount or when the file is 180 days in arrears. SCF's management evaluates impairment monthly on a loan by loan basis.

Between March 2020 and March 2022, as a result of the Covid-19 pandemic, SCF saw an increase in the occurrence of non-sufficient funds ("NSF") events at times by SCF Borrowers of approximately 23% in comparison to the period prior to March 1, 2020 which contributed in SCF writing off $1,111,350 in defaulted loan principal over the two-year period. These NSF levels have fluctuated throughout the Covid-19 pandemic and fluctuated region to region based on government lock-downs and stay-at-home orders from various jurisdictions. There is a risk that elevated levels will result in future defaults under SCF Loans. Since April of 2021, NSF events have returned to pre-Covid-19 levels and time impact of these NSF events have now flowed through to the charge offs. See Item 8 - Risk Factors.

SCF is actively monitoring all of its missed payments and working on solutions to help SCF Borrowers. SCF has made arrangements in terms of payment deferrals, reduced payments and alternate payment dates which are all options employed by SCF as part of SCF Borrower management that SCF engages in on a regular basis. As of the date of this Offering Memorandum, SCF has made arrangements to assist less than 5% of its Borrowers specifically as a result of the Covid-19 pandemic.

Limited Regulation

Subscribers should note that the consumer loan industry is not subject to the same level of regulation as the banking industry. In particular, consumer lenders such as SCF are not subject to minimum capital, corporate governance, financial reporting and disclosure requirements. Funds from this Offering will be used by SCF to fund SCF Loans. Accordingly, an investment in the Corporation's Bonds carries more risk than would an investment in debt securities issued by a bank or other regulated financial institution.

Distribution of Interest Income by the Corporation

Pursuant to the terms of the SCF Loan Agreement, SCF will pay interest to the Corporation on funds loaned by the Corporation to SCF at a rate of 15% per annum compounded quarterly (the "Interest Income") on each Loan amount. The Interest Income will be paid gross and without any deduction whatsoever. SCF will pay all Interest Income to the Corporation, plus principal of the Loan in accordance with a repayment schedule set up between SCF and the Corporation. The Corporation will then distribute the Interest Income as follows: (i) to pay the Bondholders their interest; and (ii) all remaining interest may then be dividended to the Class B, Class C and Class D Shareholders or retained by the Corporation for use in its lending business.

2.2.2 Offering Structure

The purpose of this Offering is to allow Subscribers to participate, indirectly through acquiring Bonds in the Corporation, in the financing of unsecured loans made by SCF.

Funds from Deferred Plans may be used to purchase Bonds pursuant to this Offering subject to the general comments of Buchanan Barry LLP. See Item 6 - Income Tax Consequences and Deferred Plan Eligibility.

No advance income tax ruling has been applied for or received with respect to the income tax consequences described in this Offering Memorandum. See Item 8 - Risk Factors.

No assurance can be given that changes in the Tax Act or future court decisions or the implementation of new taxes will not adversely affect the Corporation or fundamentally alter the income tax consequences to holders of the Bonds with respect to acquiring, holding or disposing of the Bonds of the Corporation.

Subscribers are strongly encouraged to consult their tax advisors as to the tax consequences of acquiring, holding and disposing of the Bonds purchased pursuant to this Offering.

2.2.3 Investment Flow Chart

The following represents the proposed use of the Available Funds of this Offering after the payment of the costs associated with this Offering. See Item - 1.1 Available Funds.

1. Subscribers purchase Bonds in the Corporation with funds from Deferred Plans or cash.
1. Olympia Trust Company, as Indenture Trustee, issues Bonds to Subscribers on behalf of the Corporation.
1. The Corporation will loan the Available Funds of this Offering to SCF.
1. SCF will use the Available Funds to issue SCF Loans to SCF Borrowers. See Item 2.2.1 - Business of SCF and Item 2.7.1 - SCF Loan Agreement.

2.3 Development of Business

The major developments in the business of the Corporation since its inception are as follows:

(i) Entering into the SCF Loan Agreement with SCF. See Item 2.7.1 - SCF Loan Agreement;
(ii) The Corporation has raised $17,091,000 from the issuance of 170,910 a combination of Series A, Series B, Series C, Series D, Series E, Series F, Series G and Series H Bonds under the Previous Offerings;
(iii) The Corporation has advanced the sum of $17,091,000 to SCF pursuant to the terms of the SCF Loan Agreement;
(iv) The Corporation has paid $1,182,319.68 in the aggregate as interest payments to holders of Series A, Series B, Series C, Series D, Series E, Series F, Series G and Series H Bonds pursuant to the terms of the Bonds;
(v) The Corporation has entered into the Trust Indenture (the "Indenture") with Olympia Trust Company ("Olympia Trust") pursuant to which Olympia Trust will issue the Bonds pursuant to this Offering and will enforce any default by the Corporation under the Bonds on behalf of the Bondholders. See Item 2.7.2 - Trust Indenture with Olympia Trust Company;
(vi) In March of 2020, the Corporation became the beneficiary of a life insurance policy (the "Policy") from Manulife Financial in the amount of $1,000,000. The Policy is with respect to Mr. Wilson. It has an annual premium of $856.44 which is paid by the Corporation from available profits after the payment of its principal and interest obligations under the Bonds. In the event of Mr. Wilson's death, the proceeds of the Policy's death benefit would be used by the Corporation to ensure business continuity and the hiring of a qualified manager to continue operations;
(vii) Mr. Sean Marshall was appointed as a director of the Corporation on April 14, 2020 as a replacement director due to the death of Mr. Glen Mazur. See Item 3.2 – Management Experience;
(viii) In July of 2020, the Corporation became the beneficiary of a critical illness policy (the "CI Policy") from Manulife Financial in the amount of $250,000 with respect to Jeremy Wilson. In the event of Mr. Wilson being critically ill, the proceeds of the CI Policy's benefit would be used by the Corporation to ensure business continuity and the hiring of a qualified manager to continue operations;
(ix) In May of 2022, the Corporation made an offering (the "Class D Share Offering") of Class D Shares to subscribers (" Class D Share Subscribers") for a purchase price of $1 per Class D Share. The Corporation issued 79,000 Class D shares to 158 Class D Share Subscribers on May 27, 2022; and
(x) The Corporation filed a Public Company Election pursuant to subsection 89(1) of the Tax Act with the CRA on May 27, 2022 to be treated as public corporation under the Tax Act effective as of May 27, 2022.

There have been no material events that have adversely affected the Corporation's business since its inception other than the following:

1. Passing of Glen Mazur. Until March 12, 2020 the board of directors of the Corporation was comprised of Jeremy Wilson (See Item 3.2 – Management Experience) and Glen Mazur. Mr. Mazur was an "Independent" as defined by NI 81-107. Mr. Mazur passed away on March 12, 2020 leaving the Corporation at present with no Independent directors. The Corporation may appoint one or more Independent directors during the currency of this Offering; and
1. Commencing in the middle of March 2020, as a result of the Covid-19 pandemic, SCF has seen an increase in the occurrence of NSF events by SCF Borrowers (SCF does not treat loans as being impaired until they are 180 days delinquent) in comparison prior to March 1, 2020. By the second quarter of 2021 NSF events had returned to pre-Covid levels. The continuation or worsening of the Covid-19 pandemic may present new challenges to the business of the Corporation and SCF. See Item 2.2.1 - Business of SCF – Bad Debts and SCF Loan Defaults and Item 8 – Risk Factors.

2.4 Long Term Objectives

The Corporation's long term goals are to: (i) raise an aggregate of $50,000,000 pursuant to this Offering and the Previous Offerings; (ii) continue to loan the Available Funds from this Offering to SCF to be used by SCF to fund Personal Loans and Product Finance Loans as disclosed in Item 2.2 herein; and (iii) provide a return to its Bondholders.

The anticipated costs to be incurred by the Corporation with respect to completion of its long term objectives are the same as its short term objectives and are as set out in Item 2.5 below.

2.5 Short Term Objectives and How the Corporation Intends to Achieve Them

The Corporation's goal for the next 12 months is to raise up to $32,909,000 for the purpose of loaning these funds to SCF. The following outlines the Corporation's short-term objective and the method and cost associated with the achievement thereof.

What we must do and how we will do it	Target number ofmonths tocomplete	Our cost tocomplete
Raise up to $32,909,000pursuant to this Offering andloan the Available Funds to SCF.	12 months	$3,111,810(1)

(1) Represents all estimated offering costs, fees and commissions associated with this Offering over the above period. All fees, costs and commissions associated with this Offering will be paid on the Corporation's behalf by SCF. See notes (1)-(3) in Item 1.1 - AvailableFunds.

2.6 Insufficient Funds

The Available Funds raised from this Offering will be committed to the business objectives of the Corporation. The Corporation does not intend to hold any significant cash reserves, other than those amounts necessary to pay for all administration and operating expenses incurred by the Corporation in the conduct of its business. The Corporation does not anticipate requiring additional funds to pursue its objectives.

2.7 Material Agreements

The following are the key terms of all material agreements which the Corporation has entered into and which can reasonably be regarded as presently being material to the Corporation or a prospective purchaser of Bonds being offered pursuant to this Offering.

2.7.1 SCF Loan Agreement

The Corporation entered into the SCF Loan Agreement with SCF dated March 25, 2019, the material terms of which are summarized below.

For the purposes of this summary the following capitalized terms shall have the meanings as provided for below:

"General Security Agreement" means the General Security Agreement entered into by SCF and the Corporation on March 25, 2019.

"Governmental Authority" means any nation or government, any state, provincial or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Institutional Lender" means a financial institution or company providing financing or lending products to SCF where SCF provides a security interest in the personal property of SCF.

"Loan" means the aggregate of all advances (each a "Loan Amount") made by the Corporation to SCF pursuant to the SCF Loan Agreement.

"Security Interest" means the right and/or grant given by SCF to a creditor of a continuing lien, security interest and right of setoff as security for the Loan, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of administrative agent or any of SCF or any of their respective successors and assigns, or in transit to any of them.

"Transaction Documents" means the SCF Loan Agreement, General Security Agreement, and each and every other document or instrument relating to or executed in connection with the Loan(s).

Interest

SCF will pay interest to the Corporation on each Loan Amount at a rate of 15% per annum compounded quarterly on each Loan Amount.
The interest will be paid gross and without any deduction whatsoever.

SCF will pay all interest, plus principal of each Loan Amount in accordance with the repayment schedule. The repayment schedule timing will have the same parameters as the Bonds to coincide with the payment dates and maturity dates of the Bonds issued by the Corporation. Each Loan Amount will mature on the same date as the maturity date of the Bonds whose principal amounts correspond to the Loan Amount.

Security

SCF shall grant a Security Interest on all its personal property (including its book of consumer loans) to the Corporation pursuant to the General Security Agreement.

The Corporation's claim on the personal property of SCF is subordinate to any security agreement constituted in the future between SCF and one or more Institutional Lender. Should SCF require documentation from the Corporation to provide to an Institutional Lender regarding the Corporation's subordinated security position, the Corporation will comply with any reasonable request.

Fees and Expenses

(i) SCF shall pay a lender fee equivalent to all legal and out of pocket cost and expenses incurred by the Corporation in connection with issuing an Offering Memorandum, including legal and advisory fees, and selling commissions.
(ii) SCF shall further pay a lender fee equivalent to all costs and expenses in connection of the Corporation granting the Loan and any subsequent expenses incurred by the Corporation, which included, but is not limited to any related Transaction Document.
(iii) SCF shall pay any costs and expenses, related to the Corporation enforcing the granted security interest of SCF after an Event of Default.

Negative Covenants of SCF

So long as the SCF Loan Agreement is in effect or SCF shall have any obligations hereunder, SCF hereby covenants and agrees with the Corporation as follows:

(i) it shall not commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such Law or to the appointment of or taking possession by a receiver, receiver and manager, liquidator, assignee, trustee, custodian, of it or of any substantial part of its property, and it shall not make any general assignment for the benefit of creditors, or fail generally to pay debts as such debts become due, and shall not take any action in furtherance of any of the foregoing;
(ii) it shall not (1) commit any act in violation of applicable Laws that relate to its operations or (2) commit any act in violation of a law which could reasonably be expected to have a material adverse effect;
(iii) it shall not default under any term or provision of any agreement between it and the Corporation, and which default shall not have been cured within the applicable cure period;
(iv) SCF undertakes that, during the term of the SCF Loan Agreement all its obligations will rank at least pari passu with all its other present and future obligations, except for obligations with Institutional Lenders as permitted in the SCF Loan Agreement, or obligations which are preferred by law;
(v) SCF shall at all times (1) keep all licences, permits, and franchises necessary for the operation of its business in order, (2) ensure all charter documents are in good standing, and (3) keep all its assets which are useful in and necessary to its business in good working order and condition (ordinary wear and tear excepted) and make all necessary repairs thereto and replacements thereof.

Termination

The Corporation may cancel the Loan forthwith and without any prior written notice in case of the following events, which constitutes default ("Event of Default") by SCF:

i. SCF fails to pay any amounts of the Loan when due;
ii. Failure by SCF to comply with any other term or condition of the SCF Loan Agreement, and if such failure is capable of being remedied, the failure remains not remedied for more than thirty (30) Business days after the Corporation gives notice thereof to SCF;
iii. Any material representation or warranty made by SCF is incorrect or misleading in material respect;
iv. The appointment of a receiver over any material part of the assets or undertakings of SCF, which results in a suspension of payments, or an attachment being made on a material part of SCF's assets or undertakings, or any bankruptcy, insolvency or similar legal action instituted by or against SCF;
v. The occurrence of any other event which in the reasonable opinion of the Corporation would have a material adverse effect on SCF's ability to comply with any of its obligations under the SCF Loan Agreement; or
vi. Becoming party to any transaction whereby all or a substantially all of its undertakings and property have or will become the property of a third-party without the prior consent of the Corporation (i.e. change of control).

2.7.2 Trust Indenture with Olympia Trust Company ("Trust Indenture")

The following is a summary of the Trust Indenture dated March 31, 2020. This is a summary only and is subject to the complete terms and conditions of the Trust Indenture. A copy of the Trust Indenture is available to Subscribers upon written request to the Corporation.

For the purposes of this Item 2.7.2, the capitalized terms below shall have the following meanings:

(a) "Accrued Face Value Amount" means the accrued dollar amount ascribed to a Series E Bond, Series F or Series H Bond, calculated as of: (i) the date on which an Event of Default occurs; and (ii) the date of a Bondholder Notice;
(b) "Aggregate Issuable Amount" means aggregate of: (i) the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds: PLUS (ii) the Discounted Face Value of the outstanding Series E Bonds, Series F and Series H Bonds, which subject to the terms and conditions of the Indenture, shall not exceed $50,000,000;
(c) "Applicable Law" means applicable laws (including rules, regulations, policies and instruments) in each of the Provinces of Canada;
(d) "Bondholders' Notice" means an instrument signed in one or more counterparts by the Holder or Holders of not less than 25% the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS (ii) the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds;
(e) "Business Day" means any day other than a Saturday, Sunday or any other day that the Indenture Trustee in Calgary, Alberta or Toronto, Ontario is not generally open for business;
(f) "Corporation" means Limestone Loan Capital Corporation, a corporation existing under the laws of the Province of Ontario;
(g) "Discounted Face Value Amount" means the sum of $100 with respect to each Series E Bond, Series F Bond and Series H Bond;
(h) "Event of Default" has the meaning ascribed thereto in the Indenture;
(i) "Existing Bondholders" means those parties to which Previously Issued Bonds have been issued by the Corporation;
(j) "Extraordinary Resolution" means a resolution passed as an extraordinary resolution by the affirmative votes of the Holders of at least 66 2/3% of the aggregate outstanding Principal Amount of Bonds represented and voting on a poll at a meeting of Holders duly convened for the purpose and held in accordance with the provisions of the Indenture;
(k) "Face Value Amount" means: (i) with respect to each Series E Bond, the sum of $128.70186; (ii) with respect to each Series F Bond, the sum of $172.04284; and with respect to each Series H Bond, the sum of $167.90491;
(l) "Holders" means the Persons for the time being entered in the register for Bonds as Holders of Bonds payable to a named payee or any transferees of such Persons by endorsement or delivery;
(m) "Indebtedness" means (without duplication): (i) any unpaid Principal Amount of and interest due and payable by the Corporation with respect to the Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds issued under this Indenture; (ii) any unpaid the Face Value Amount with respect to the Series E Bonds, Series F Bonds and Series H Bonds issued under the Indenture; and (iii) all other amounts due or to become due and payable by the Corporation under or in connection with the Indenture and the Bonds;
(n) "Indenture Obligations" means the obligations of the Corporation and any other obligor hereunder or under the Bonds to pay: (i) with respect to the Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds, the Principal Amount of and interest on such Bonds when due and payable on a Maturity Date or an Interest Payment Date, as the case may be; (ii) with respect to the Series E Bonds, Series F Bonds and Series H Bonds, the Face Value Amount of each such Bond payable on a Maturity Date; and (iii) all other amounts due or to become due under or in connection with the Indenture, the Bonds and the performance of all other obligations to the Indenture Trustee (including all amounts due to the Indenture Trustee under the Indenture) and the Holders under the Indenture and the Bonds, according to the terms of the Indenture;
(o) "Indenture Trustee" or "Trustee" means Olympia Trust Company in its capacity as trustee under the Indenture, and its successors and permitted assigns in such capacity, or any other party appointed as Indenture Trustee in accordance with the terms of the Indenture;
(p) "Interest Payment Date" means March 15, June 15, September 15, and December 15 of each year that a Series A Bond, Series B Bond, Series C Bond, Series D Bond or Series G Bond is outstanding;
(q) "Interest Period" means, with respect to the Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds only, the period commencing on the later of (a) the date of issue of a Series A Bond, Series B Bond, Series C Bond, Series D Bond or Series G Bond and (b) the immediately preceding Interest Payment Date on which interest has been paid, and ending on the date immediately preceding the Interest Payment Date in respect of which interest is payable;
(r) "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including any conditional sale or other title retention agreement or lease in the nature thereof, but excluding a title retention agreement to the extent it constitutes an operating lease;
(s) "Maturity Date" means, subject to the terms of the Indenture, when used with respect to any Bond, the date that is three (3) years with respect to Series A Bonds, Series C Bonds and Series E Bonds and five (5) years with respect to Series B Bonds, Series D Bonds, Series F Bonds, Series G Bonds and Series H Bonds, from the date of issue of a Bond or as otherwise therein or herein provided, whether at the stated Maturity Date or by declaration of acceleration or otherwise;
(t) "Previously Issued Bonds" means the Series A and Series B unsecured bonds of the Corporation issued by the Corporation prior to the date of the Indenture;
(u) "Principal Amount" means the aggregate dollar value of each Holder of Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds of Series G Bonds determined by multiplying the number of Bonds held by Bondholder by $100;
(v) "Record Date" means the date specified for determining Holders entitled to receive interest on the Bonds on any Interest Payment Date;
(w) "Replacement Bonds" shall have the meaning as provided for in the Indenture;
(x) "SCF" means 2394260 Ontario Inc., a private Ontario corporation (operating under the trade name of SkyCap Financial).

Concerning Interest With Respect to Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds

(a) Subject to accrual of any interest on unpaid interest from time to time, interest on such Series A Bond, Series B Bond, Series C Bond, Series D Bond or Series G Bond will cease to accrue from the Maturity of such Bond; unless, upon due presentation and surrender of such Bond for payment on or after the Maturity such payment is improperly withheld or refused.
(b) If the date for payment of any amount of Face Value Amount, Principal Amount, or interest is not a Business Day at the place of payment, then payment will be made on the next Business Day and Holders will not be entitled to any further interest on such Principal Amount, or to any interest on such interest or other amount so payable, in respect of the period from the date for payment to such next Business Day.
(c) Wherever in this Indenture or the Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds or Series G Bonds there is mention, in any context, of the payment of interest, such mention is deemed to include the payment of interest on amounts in default to the extent that, in such context, such interest is, was or would be payable pursuant to this Indenture or the Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds or Series G Bonds and express mention of interest on amounts in default in any of the provisions of this Indenture will not be construed as excluding such interest in those provisions of the Indenture where such express mention is not made.
(d) Unless otherwise specifically provided in the terms of the Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds or Series G Bonds, with respect to the payment of interest for any period, interest shall be computed on the basis of the actual number of days elapsed in a year of 365 or 366 days.

Bonds to Rank Pari Passu

The Bonds will be direct obligations of the Corporation. Each Bond will rank pari passu with each other Bond (regardless of their actual date of issue).

Payments of Amounts Due on Maturity

(a) The following provisions shall apply to Bonds:
- i. The Corporation shall provide each Holder with a minimum of 30 days written notice (a "Maturity Notice") of the Maturity Date of the Bonds held by a Holder and instruct the Holder to deliver the Bonds referenced in the Maturity Notice to the Indenture Trustee prior to the Maturity Date. On or before 11:00 a.m. (Toronto time) on the Business Day before each Maturity Date for Bonds outstanding from time to time under this Indenture, the Corporation will deliver to the Indenture Trustee an electronic transfer of funds, bank draft or certified cheque in an amount sufficient to pay the amount payable in respect of such Bonds (less any tax required by law to be deducted) due and owing on that date. The Corporation, through the Indenture Trustee or any agent of the Indenture Trustee, will pay to each Holders entitled to receive payment, on the condition that the Indenture Trustee has received the Bonds in accordance with the terms of the Maturity Notice: (i) with respect to the Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds 100% of the Principal Amount, together with all accrued and unpaid interest on the Principal Amount with respect to the Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; and (ii) with respect to the Series E Bonds, Series F Bonds and Series H Bonds, 100% of the Face Value Amount of the Series E Bonds, Series F Bonds and Series G Bonds. Such amounts shall be sent by prepaid ordinary mail to the order of the Holder of such Bond appearing on the registers maintained by the Indenture Trustee. The delivery of such amounts to the Indenture Trustee will satisfy and discharge the liability of the Corporation for the Bonds to which the deposit of funds relates to the extent of the amount deposited;
- ii. Failure by the Corporation to make a deposit as required to be made pursuant to this Section will constitute default in payment on the Bonds in respect of which the deposit of funds was required to have beenmade;
- iii. In the event that funds have been deposited by the Corporation with the Indenture Trustee as provided for in (a)(i) above, the Indenture Trustee shall disburse funds to Holders in accordance with the terms of this Section; and
- iv. Once the Indenture Trustee has made a payment under the sub-paragraph i. above with respect to a Bond, the Indenture Trustee shall have no further obligation under the Indenture to make any future payments to Bondholder of such a Bond;
(b) The Indenture Trustee shall have no obligation to disburse funds pursuant to this Section unless the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable on the applicable Maturity Date. The Indenture Trustee shall, if any funds are received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.

Payment of Interest

As interest becomes due and payable on each fully registered Bond, the Corporation, either directly or through the Indenture Trustee or any agent of the Indenture Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Indenture Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of each Holder of Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds appearing on the registers maintained by the Indenture Trustee at the close of business on March 15, June 15, September 15 and December 15 addressed to the Holder at the Holder's last address appearing on the register (or in the case of joint Holders, to such address of one of the joint Holders), unless such Holder otherwise directs.

Date of Issue and Maturity

Bonds will be dated as of their respective Issuance Date and, subject to the terms of the Indenture, each Bond shall mature as follows:

(a) Series A Bonds, Series C Bonds and Series E Bonds on the 15th day of either March, June, September, or December based on the first of these dates that occurs after the third anniversary of the respective Issuance Date of a Series A Bond, Series C Bond or Series E Bond; and
(b) Series B Bonds, Series D Bonds, Series F Bonds, Series G Bonds and Series H Bonds on the 15th day of either March, June, September, or December based on the first of these dates that occurs after the fifth anniversary of the respective Issuance Date of a Series B Bond, Series D Bond, Series F Bond, Series G Bond or Series H Bond.

Payment of Principal Amount and Face Value Amount

(a) The Principal Amount of a Series A Bond, Series B Bond, Series C Bond, Series D Bond or Series G Bond and all accrued and unpaid interest thereon will be due and payable on the Maturity Date of a Series A Bond, Series B, Series C Bond, Series D Bond and Series G Bond; and
(b) The Face Value Amount of a Series E Bond, Series F Bond or a Series H Bond will be due and payable on the Maturity Date of a Series E Bond, Series F Bond or a Series H Bond.

Interest

(a) Series A Bonds, Series B Bonds, Series C Bond, Series D Bond or Series G Bond will bear simple interest on the unpaid Principal Amount thereof as follows:

Series A Bonds: 9% interest per annum commencing as of their Issuance Date, payable quarterly on March 15, June 15, September 15, and December 15 of each year during the term of the Series A Bonds both before and after default judgment and execution from the date thereof until payment in full of all amounts owing to the Series A Bondholders have been paid;

Series B Bonds: 12% interest per annum commencing as of their Issuance Date, payable quarterly on March 15, June 15, September 15, and December 15 of each year during the term of the Series B Bonds both before and after default judgment and execution from the date thereof until payment in full of all amounts owing to the Series B Bondholders have been paid;

Series C Bonds: 8.5% interest per annum commencing as of their Issuance Date, payable quarterly on March 15, June 15, September 15, and December 15 of each year during the term of the Series C Bonds both before and after default judgment and execution from the date thereof until payment in full of all amounts owing to the Series C Bondholders have been paid;

Series D Bonds: 11% interest per annum commencing as of their Issuance Date, payable quarterly on March 15, June 15, September 15, and December 15 of each year during the term of the Series D Bonds both before and after default judgment and execution from the date thereof until payment in full of all amounts owing to the Series D Bondholders have been paid;

Series G Bonds: 10.5% interest per annum commencing as of their Issuance Date, payable quarterly on March 15, June 15, September 15, and December 15 of each year during the term of the Series G Bonds both before and after default judgment and execution from the date thereof until payment in full of all amounts owing to the Series G Bondholders have been paid.

(b) The first Interest Payment Date will be the first of the following dates to occur after the date of issue of a Series A Bond, Series B Bond, Series C Bond, Series D Bond or Series G Bond by the Corporation: March 15, June 15, September 15, and December 15. Interest will be payable in respect of each Interest Period on each Interest Payment Date in accordance with the terms of the Indenture;
(c) The Record Date will be the fifth Business Day prior to the day of each Interest Period; and
(d) Subject to the terms of the Indenture, Series E Bonds, Series F Bonds and Series H Bonds shall not bear interest and no interest shall be payable by the Corporation to the Holders of Series E Bonds, Series F Bonds or Series H Bonds.

Currency of Payment

The Principal Amount of and interest on the Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds and the Face Value Amount of Series E Bonds, Series F Bonds and Series H Bonds will be payable in Canadian dollars.

Register of Certificated Bonds

The Indenture Trustee shall cause to be kept by and at its principal office of the Indenture Trustee in Calgary, Alberta, a register in which shall be entered the names and addresses of the Holders of registered Bonds and particulars of the Bonds held by them respectively and of all transfers of registered Bonds.

No Notice of Trusts

Neither the Corporation nor the Indenture Trustee nor any registrar shall be bound to take notice of or see to the execution of any trust (other than that created by the Indenture) whether express, implied or constructive, in respect of any Bond, and may transfer the same on the direction of the Person registered as the Holder thereof, whether named as trustee or otherwise, as though that Person were the beneficial owner thereof.

Registers Open for Inspection

The register referred to in the Indenture shall, subject to Applicable Law, at all reasonable times be open for inspection by the Corporation or the Indenture Trustee. Every registrar, including the Indenture Trustee, shall from time to time when requested so to do by the Corporation or by the Indenture Trustee, in writing, furnish the Corporation or the Indenture Trustee, as the case may be, with a list of names and addresses of Holders of Bonds entered on the register kept by them and showing the Principal Amount of the Bonds held by each such Holder, provided the Indenture Trustee shall be entitled to charge a reasonable fee to provide such a list.

Transfers and Exchange of Bonds

(a) Subject to of the terms of the Indenture, Bonds in any authorized form or denomination, may be exchanged, upon reasonable notice, for Bonds in any other authorized form or denomination and for the same Maturity Date, bearing the same interest rate and of the same aggregate Principal Amount as the Bonds so exchanged.
(b) Transfers of Bonds may only occur upon the written approval of the Corporation and in accordance with the requirements of all Applicable Laws.
(c) The transferee of a Bond shall only be entitled, after the appropriate form of Bond transfer instrument is deposited with the Corporation and Indenture Trustee or other registrar and upon compliance with all other conditions in respect of a transfer of Bonds required by the Indenture or by Applicable Law, to be entered on the register as the owner of such Bond free from all equities or rights of set-off or counterclaim between the Corporation and the transferor or any previous Holder of such Bond, save in respect of equities of which the Corporation is required to take notice by statute or by order of a court of competent jurisdiction.

Closing of Registers

(a) Neither the Corporation nor the Indenture Trustee nor any registrar shall be required to make transfers of any Bonds on any Interest Payment Date for such Bonds or prior to the last five Business Days prior an Interest Payment Date.
(b) In the event that any Bonds have been issued hereunder, the Corporation and the Indenture Trustee agree that additional Bonds will not be issued hereunder (i) on any Interest Payment Date or (ii) prior to the last five Business Days prior an Interest Payment Date.

Charges for Registration or Transfer

For each Bond registered, transferred or discharged from registration, the Indenture Trustee or other registrar, except as otherwise herein provided, may make a reasonable charge for its services and in addition may charge a reasonable sum for each new Bond issued and payment of such charges and reimbursement of the Indenture Trustee or other registrar for any stamp taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange, registration, transfer or discharge from registration as a condition precedent thereto.

Cancellation of Previously Issued Bonds

(a) In conjunction with the execution of the Indenture by the Corporation and the Indenture Trustee, the Corporation shall cancel the bond certificates representing the Previously Issued Bonds and shall provide the Indenture Trustee with evidence of such cancellation as maybe requested by the Indenture Trustee, acting reasonably. The Corporation shall also provide the Indenture Trustee with an issuing direction for the issuance by the Indenture Trustee of Bonds ("Replacement Bonds") to the Existing Bondholders as replacement for each Existing Bondholder's Previously Issued Bonds.
(b) Each Replacement Bond shall have the same terms and conditions as provided for in the Indenture with respect to the Bonds other than with respect to the following: the Maturity Date for each Replacement Bond shall be the same date as the maturity date of the Previously Issued Bond for which a Replacement Bond has been issued, which dates are set forth in Appendix A to the Indenture.

As long as any Bonds remain outstanding the Corporation hereby covenants and agrees with the Indenture Trustee for the benefit of the Indenture Trustee and the Bondholders as follows:

Payment of Principal, Interest and Face Value Amount

The Corporation covenants and agrees for the benefit of the Holders that it will duly and punctually pay: (i) the Principal Amount of, interest on Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; and (ii) the Face Value Amount of the Series E Bonds, Series F Bonds and Series H Bonds, as applicable, in accordance with the terms of the Bonds and this Indenture. The Principal Amount, interest thereon with respect to the Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds and the Face Value Amount of Series E Bonds, Series F Bonds and Series H Bonds shall be considered paid on the date due if on such date the Indenture Trustee holds, in accordance with this Indenture, money sufficient to pay any Principal Amount, interest thereon and/or Face Value Amount of the above Bonds then due.

Existence

The Corporation will do or cause to be done all things necessary to preserve and keep in full force and effect the corporate existence, as applicable, and the corporate power, as applicable, of the Corporation; provided, however, that the Corporation shall not be required to preserve any such corporate existence and corporate power if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Corporation and (ii) that the loss thereof is not disadvantageous in any material respect to the Bondholders.

Payment of Taxes and Other Claims

The Corporation will pay or discharge or cause to be paid or discharged, before the same shall become delinquent:

(a) all taxes, assessments and governmental charges levied or imposed upon the Corporation or upon the income, profits or property of the Corporation; and
(b) all lawful claims for labour, materials and supplies, which if unpaid, might by law become a lien upon the property of the Corporation;

provided, however, that the Corporation shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which the Corporation has established adequate reserves therefor in accordance with GAAP.

Statement by Officers As to Default

(a) The Corporation will deliver to the Indenture Trustee, within 120 days after the end of each fiscal year and at any other time on written demand of the Indenture Trustee, a certificate from the chief executive officer, chief financial officer or chief accounting officer that the Corporation has complied with all covenants and other requirements contained in the Indenture that, if not complied with, would constitute a Default or Event of Default, or, if there has been a failure to so comply, giving particulars of the failure.
(b) When any default by the Corporation has occurred and is continuing under the Indenture, or if the Indenture Trustee or any Holder gives any notice or takes any other action with respect to a claimed Default, the Corporation shall deliver to the Indenture Trustee by courier or by facsimile transmission an officers' certificate, specifying such event, notice or other action within ten (10) Business Days of its occurrence.

Use of Proceeds

The Corporation shall use the proceeds from the issuance of the Bonds to loan the funds to SCF pursuant to the terms of a loan agreement dated March 25, 2019 between the Corporation and SCF as may amended and/or supplemented from time to time.

Securitization of Indebtedness

To secure the payment, performance and satisfaction in full of the Indebtedness, the Corporation hereby:

(a) assigns, transfers, mortgages, pledges and charges in favour of the Indenture Trustee and grants to and in favour of the Indenture Trustee, for and on behalf of each Holder, a continuing security interest in and to all of the Corporation's present and after-acquired personal property of whatsoever kind and wheresoever situate, including, without limitation, all proceeds in the form of goods, chattel, paper, investment property, documents of title, instruments, intellectual property, money or intangibles;
(b) assigns, transfers, mortgages, pledges and charges as and by way of a floating charge to and in favour of the Indenture Trustee, for and on behalf of each Holder, in and to all of the undertaking and all the property and assets, rights and things of the Corporation both present and future, legal or equitable, of which the Corporation may be possessed or to which it may be entitled or which may hereafter be acquired by the Corporation, including all its right, title, estate and interest in and to any and all real, personal or mixed property, now owned or hereafter acquired by the Corporation and all proceeds and all products of, and all accessions to, any of the foregoing; and
(c) the assignments, transfers, mortgages, pledges and charges referred to in sub-paragraphs (a) and (b) above shall be collectively referred to as the "Charge" and of the Corporation's present and after-acquired personal property together with all of the undertaking and all the property and assets, rights and things of the Corporation both present and future, legal or equitable, of which the Corporation may be possessed or to which it may be entitled or which may hereafter be acquired by the Corporation as referred to in sub-paragraphs (a) and (b) above shall be collectively referred to as the "Collateral". In further support of Charge against the Collateral the Corporation shall execute a general security agreement (the "Security Agreement") in favour of the Indenture Trustee dated the same date as this Trust Indenture.

Registration

The Corporation will ensure that the Indenture and all documents, caveats, security notices and financing statements in respect thereof, are promptly filed and re-filed, registered and re-registered and deposited and re-deposited, in such manner, in such offices and places, and at such times and as often as may be required by Applicable Law or as may be necessary or desirable to perfect and preserve the Charge and the rights conferred or intended to be conferred upon the Indenture Trustee by the Charge and will promptly provide the Indenture Trustee with evidence (satisfactory to the Indenture Trustee) of such filing, registration and deposit.

Subordination of Charge and Limitations on Encumbrances on Collateral

(a) The Indenture Trustee, upon receiving written notice from the Corporation, shall provide the Corporation with such executed instruments and agreements as are reasonably necessary to subordinate the Charge to any security granted by the Corporation to an institutional lender who provides the Corporation with financing for working capital, which financing is secured by the Collateral.
(b) Other than with respect to the terms of sub-paragraph (a) above, the Corporation shall not, without the prior written consent of the Indenture Trustee, create, incur or permit to exist, and will defend the Collateral against, and will take such action as is necessary to remove, any encumbrance or claim on, or to, the Collateral.

Discharge

Subject to the provisions of the Indenture upon the full and final payment and performance of the Indebtedness, the Indenture and the rights hereby granted shall, at the written request of the Corporation, be terminated and thereupon the Indenture Trustee shall at the written request and at the expense of the Corporation cancel and discharge the Charge and execute and deliver to the Corporation such deeds and other instruments as shall be requisite to cancel and discharge the Charge. Further, the Indenture shall continue to be effective or be reinstated, as the case may be, if for any reason at any time any payment or performance of the Indebtedness, or any part thereof, is rescinded, reversed, nullified, rendered void or voidable or such payment must otherwise be restored, refunded, returned or reimbursed by the Indenture Trustee or a Holder.

Additional Security

Nothing in this Indenture contained shall detract from or limit the absolute obligation of the Corporation to make payment of the Indenture and of all monies owing hereunder at the time and in the manner provided in the Indenture and to perform or observe any other act or condition which it is required to perform or observe hereunder whether or not the Charge is operative, and the rights under the Indenture shall be in addition to and not in substitution for any other security interests of any and every character now or hereafter held by the Indenture Trustee for the Indebtedness.

Events of Default

Unless otherwise provided in a Supplemental Indenture, an "Event of Default", means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) default in the payment of any interest on any outstanding Series A Bond, Series B Bond, Series C Bond, Series D Bond or Series G Bond when it becomes due and payable, and continuance of such default for a period of 15 days subject to the following: there shall be no Event of Default where the Corporation has provided the Indenture Trustee with the funds required to make a payment of interest on any outstanding Series A Bond, Series B Bond, Series C Bond, Series D Bond or Series G Bond in accordance with the terms of the Indenture and the Indenture Trustee has failed to pay the interest to Holders in accordance with the terms of the Indenture;
(b) default in the payment of: (i) the Principal Amount of any outstanding Series A Bond, Series B Bond, Series C Bond, Series D Bond or Series G Bond; or (ii) the payment of any Face Value Amount of any outstanding Series E Bond, Series F Bond or Series H Bond when due and the continuance of such default for a period of 15 days subject to the following: there shall be no Event of Default where the Corporation has provided the Indenture Trustee with the funds required to make a payment of: (i) the Principal Amount on any outstanding Series A Bond, Series B Bond, Series C Bond, Series D Bond or Series G Bond; or (ii) the Face Value Amount of any outstanding Series E Bond, Series F Bond or Series H Bond; in accordance with the terms of this Indenture and the Indenture Trustee has failed to pay the Principal Amount or Face Value Amount, as applicable, to Holders in accordance with the terms of the Indenture;
(c) default in the observance or performance, or breach, of any covenant or agreement of the Corporation with respect to: (i) the terms of this Trust Indenture; and/or (ii) the terms of Security Agreement; and continuance of such default or breach for a period of 30 days after written notice has been given: (i) to the Corporation by the Indenture Trustee; or (ii) to the Corporation and the Indenture Trustee pursuant to a Bondholders' Notice;
(d) an entry of a decree or order by a court having jurisdiction in the premises adjudging the Corporation a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustments or composition of or in respect of the Corporation under any Bankruptcy Law or any other Applicable Law, or appointing a receiver of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order un-stayed and in effect for a period of 30 consecutive days; or
(e) the institution by the Corporation of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any Bankruptcy Law or any other applicable Canadian, provincial or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver of the Corporation or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due.

Waiver of Default

Upon the happening of any Event of Default hereunder:

(a) the Holders of the Bonds shall have the power (in addition to the powers exercisable by Extraordinary Resolution as hereinafter provided) by requisition in writing by the Holders of more than 50% of the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS (ii) the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds or Series H Bonds then outstanding, to instruct the Indenture Trustee to waive any Event of Default and to cancel any declaration made by the Indenture Trustee pursuant to the Indenture and the Indenture Trustee shall thereupon waive the Event of Default and cancel such declaration, or either, upon such terms and conditions as shall be prescribed in such requisition; provided that, notwithstanding the foregoing if the Event of Default has occurred by reason of the non- observance or nonperformance by the Corporation of any covenant applicable only to one or more series of Bonds, then the Holders of more than 50% of the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS (ii) the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds shall be entitled to exercise the foregoing power and the Trustee shall so act; and
(b) the Indenture Trustee, so long as it has not become bound to declare the Principal Amount and interest on the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and/or Series G Bonds and/or the Face Value Amount of the Series E Bonds, the Series F Bonds and/or Series H Bonds then outstanding to be due and payable, or to obtain or enforce payment of the same, shall have power to waive any Event of Default if, in the Indenture Trustee's opinion, acting reasonably, the same shall have been cured or adequate satisfaction made therefor, and in such event to cancel any such declaration theretofore made by the Indenture Trustee in the exercise of its discretion, upon such terms and conditions as the Indenture Trustee may deem advisable, acting reasonably.

No such act or omission either of the Indenture Trustee or of the Holders shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default or the rights resulting therefrom.

Acceleration of Maturity; Rescission and Annulment

Subject to the terms and conditions of the Indenture, the Indenture Trustee or the Holders of not less than 25% of the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS (ii) the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds may, and the Indenture Trustee at the request of such Holders shall, declare: (i) the Principal Amount of, and accrued and unpaid interest on, all of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; and (ii) the Accrued Face Value Amount of all of the outstanding Series E Bonds, Series F Bonds and Series H Bonds, immediately due and payable and, upon any such declaration, all such amounts will become due and payable immediately, together with any other Indenture Obligations. If an Event of Default specified in the Indenture or (e) above occurs and is continuing, then: (i) the Principal Amount of, and accrued and unpaid interest on, all of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; and (ii) the Accrued Face Value Amount of all of the outstanding Series E Bonds, Series F Bonds and Series H Bonds will ipso facto become and be immediately due and payable plus any other Indenture Obligations without any declaration or other act on the part of the Indenture Trustee or any Holder. The Corporation shall deliver to the Indenture Trustee, within ten (10) days after the occurrence thereof, notice of any default or acceleration referred to in the Indenture. The Corporation acknowledges, and the parties hereto agree, that each Holder has the right to maintain its investment in the Bonds free from repayment by the Corporation. At any time after a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee, the Holders of more than 50% of the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds, by written notice to the Corporation and the Indenture Trustee, may rescind such declaration and its consequences if:

(a) the Corporation has paid or deposited with the Indenture Trustee a sum sufficient to pay,
- i. all overdue interest on all outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds;
- ii. the unpaid Principal Amount on any outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds that has become due other than by such declaration of acceleration and interest thereon at the rate borne by the Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds;
- iii. to the extent that payment of such interest is lawful, interest on overdue interest and overdue Principal Amount at the rate borne by the Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds;
- iv. the unpaid Accrued Face Value Amount on any outstanding Series E Bonds, Series F Bonds and Series H Bonds that has become due;
- v. interest on the unpaid Accrued Face Value Amount on any outstanding Series E Bonds (at a rate 8.5% per annum), Series F Bonds (at a rate of 11% per annum) and Series H Bonds (at a rate of 10.5% per annum) that has become due; and
- vi. all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and Counsel; and
(b) all Events of Default, other than the non-payment of amounts of Principal Amount of or interest on the outstanding Series A Bonds Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds or the Face Value Amount on the outstanding Series E Bonds, the Series F Bonds and Series H Bonds, as applicable, that have become due solely by such declaration of acceleration, have been cured or waived as provided in the Indenture.

No such rescission shall affect any subsequent Default or impair any right consequent thereon.

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee

(a) The Corporation covenants that if a default of the nature set out in the Indenture occurs, the Corporation will, upon demand of the Indenture Trustee, pay to the Indenture Trustee for the benefit of the Holders: (i) the whole amount then due and payable on such outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds, for Principal Amount and unpaid interest thereon; (ii) the whole amount then due and payable on such outstanding Series E Bonds, Series F Bonds and Series H Bonds of the Accrued Face Value Amount; (iii) interest on all overdue amounts; and (iv) of the Indenture in addition thereto, any such further Indenture Obligations, including an amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and Counsel.
(b) If the Corporation fails to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name as Indenture Trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Corporation and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Corporation wherever situated.
(c) If an Event of Default occurs and is continuing, the Indenture Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Indenture Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Indenture Trustee May File Proofs of Claim

In case of any pending receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation and its debts or any other obligor upon the Bonds and their debts or the property of the Corporation or of such other obligor or their creditors, the Indenture Trustee irrespective of whether: A (i) the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; or (ii) the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds, shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Corporation for the payment of overdue: B (i) Principal Amount or interest thereon with respect to the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; (ii) or the Accrued Face Value Amount with respect to the outstanding Series E Bonds, Series F Bonds and Series H Bonds, shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of principal, interest, overdue interest and any other Indenture Obligations owing and unpaid in respect of the Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding; and
(b) to collect and receive any moneys or other securities or property payable or deliverable upon the conversion or exchange of such securities or upon any such claims and to distribute the same,

and any custodian, receiver, assignee, indenture trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay the Indenture Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee hereunder.

Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such proceeding.

Indenture Trustee May Enforce Claims Without Possession of Bonds

All rights of action and claims under the Indenture or the Bonds may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as Indenture Trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and Counsel, be for the rateable benefit of the Holders of the Bonds in respect of which such judgment has been recovered.

Application of Monies by Indenture Trustee

Except as herein otherwise expressly provided, any money collected by the Indenture Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of such money on account of Principal Amount or interest, upon presentation of the Bonds and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

i.) first, in payment or in reimbursement to the Indenture Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Indenture Trustee in or about the execution of its trusts under, or otherwise in relation to, the Indenture, with interest thereon as herein provided;
ii.) second, but subject as hereinafter in this Section provided, in payment, rateably and proportionately to the Holders of Bonds, of the Principal Amount and accrued and unpaid interest and interest on amounts in default on the Bonds which shall then be outstanding in the priority of Principal Amount first and in payment, rateably and proportionately to; (i) the Holders of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds, of the Principal Amount, accrued and unpaid interest thereon and the Holders of the outstanding Series E Bonds, Series F Bonds and Series H Bonds of the Accrued Face Value Amount: and (ii) interest on amounts in default on the Bonds which shall then be outstanding in priority of: (i) Principal Amount and Accrued Face Value Amount firstly; (ii) then accrued and unpaid interest with respect to the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; and (iii) interest on amounts in default with respect to the Bonds unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between Principal Amount, interest thereon and Accrued Face Value Amount as may be directed by such resolution; and
iii.) third, in payment of the surplus, if any, of such monies to the Corporation or its assigns, as the case may be. 22

The Indenture Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Indenture Trustee may think necessary to provide for the payments mentioned in the Indenture, is insufficient to make a distribution of not less than two percent (2%) of the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS (ii) the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds, but it may retain the money so received by it and invest or deposit the same as provided in the Indenture until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

No Suits by Bondholders

No Holder of any Bond shall have any right to institute any action, suit or proceeding at law or in equity for the purpose of enforcing payment of the Principal Amount of or interest on the Bonds or for the execution of any trust or power hereunder or for the appointment of a liquidator or receiver or for a receiving order under the Bankruptcy and Insolvency Act (Canada) or to have the Corporation or any guarantor wound up or to file or prove a claim in any liquidation or bankruptcy proceeding or for any other remedy hereunder, unless:

(a) such Holder shall previously have given to the Indenture Trustee written notice of the happening of an Event of Default hereunder;
(b) the Bondholders by Bondholders' Notice shall have made a request to the Indenture Trustee and the Indenture Trustee shall have been afforded reasonable opportunity either itself to proceed to exercise the powers hereinbefore granted or to institute an action, suit or proceeding in its name for such purpose;
(c) the Bondholders or any of them shall have furnished to the Indenture Trustee, when so requested by the Indenture Trustee, sufficient funds and security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby;
(d) the Indenture Trustee shall have failed to act within 60 days after such notification, request and offer of indemnity and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Indenture Trustee, to be conditions precedent to any such proceeding or for any other remedy hereunder by or on behalf of the Holder of any Bonds; and
(e) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Bondholders of a majority or more in Principal Amount of the outstanding Bonds,

it being understood and intended that no one or more Bondholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of the Indenture to affect, disturb or prejudice the rights of any other Bondholders, or to obtain or to seek to obtain priority or preference over any other Bondholders or to enforce any right under the Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Bondholders.

Unconditional Right of Bondholders to Receive Principal Amount and Interest

Notwithstanding any other provision in the Indenture, a Bondholder shall have the right, which is absolute and unconditional, to receive payment, as provided herein of the Principal Amount of and interest on such Bond on the applicable Maturity Date and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Bondholder.

Control by Bondholders

The Holders of more than 50% of the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS (ii) the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee, provided that:

(a) such direction shall not be in conflict with any rule of law or with the Indenture,
(b) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction, and
(c) the Indenture Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Bondholders not consenting.

Notice of Event of Default

If an Event of Default shall occur and be continuing the Indenture Trustee shall, within 30 days after it receives written notice of the occurrence of such Event of Default, give notice of such Event of Default to the Bondholders in the manner provided in the Indenture, provided that notwithstanding the foregoing, unless the Indenture Trustee shall have been requested to do so by way of a Bondholders' Notice, the Indenture Trustee shall not be required to give such notice if the Indenture Trustee in good faith shall have determined that the withholding of such notice is in the best interests of the Bondholders and shall have so advised the Corporation in writing.

Undertaking for Costs

All parties to this Indenture agree, and each Holder of any Bond by his/hers/its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney's fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Indenture Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than ten percent (10%) of the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS (ii) the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds, or to any suit instituted by any Holder for the enforcement of the payment of the Principal Amount or interest on any outstanding Series A Bond, Series B Bond, Series C Bond, Series D Bond or Series G Bond or the Accrued Face Value Amount on any outstanding Series E Bond, Series F Bond or Series H Bond on or after the Maturity Date in respect of such Bond.

Judgment Against the Corporation

The Corporation agrees with the Indenture Trustee that, in case of any judicial or other proceedings to enforce the rights of the Bondholders, judgment may be rendered against it in favour of the Bondholders or in favour of the Indenture Trustee, as Indenture Trustee for the Bondholders, for any amount which may remain due in respect of the Bonds and the interest thereon and any other monies owing hereunder.

Immunity of Indenture Trustee and Others

The Bondholders and the Indenture Trustee hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future officer, director, indenture trustee or any shareholder of the Corporation or of any successor for the payment of the Principal Amount of or interest on any of the Bonds or on any covenant, agreement, representation or warranty by the Corporation contained herein or in the Bonds.

Indenture Trustee May Demand Production of Bonds

The Indenture Trustee shall have the right to demand production of the Bonds in respect of which any payment of Principal Amount or interest thereon with respect to the outstanding Series A Bonds, Series B Bonds, Series C Bonds or Series D Bonds or Accrued Face Value Amount with respect to the outstanding Series E Bonds or Series F Bonds required by the Indenture is made and may cause to be endorsed on the same a memorandum of the amount so paid and the date of payment, but the Indenture Trustee may, in its discretion, dispense with such production and endorsement, upon such indemnity being given to it and to the Corporation as the Indenture Trustee shall deem sufficient.

Release from Covenants

Upon proof being given to the reasonable satisfaction of the Indenture Trustee that:

(a) the Principal Amount of all of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds and interest thereon (including interest on amounts in default) thereon;
(b) the Face Value Amount of all the outstanding Series E Bonds, Series F Bonds and Series H Bonds;
(c) another money payable under the Indenture has been paid or satisfied;
(d) upon payment of all costs, charges and expenses properly incurred by the Indenture Trustee in relation to the Indenture and all interest thereon and the remuneration of the Indenture Trustee (or upon provision satisfactory to the Indenture Trustee being made therefor), at the written request and at the expense of the Corporation,

the Indenture Trustee will forthwith execute and deliver to the Corporation such deeds or other instruments necessary to evidence the satisfaction and discharge of the Indenture and to release the Corporation from its covenants in the Indenture, except those relating to the indemnification of the Indenture Trustee.

Discharge

The Indenture Trustee shall at the written request of the Corporation release and discharge this Indenture and execute and deliver such instruments as it shall be advised by Counsel are requisite for that purpose and to release the Corporation from its covenants herein contained (other than the provisions relating to the indemnification of the Indenture Trustee), upon proof being given to the reasonable satisfaction of the Indenture Trustee that (i) the Principal Amount and interest thereon (including interest on amounts in default, if any), on all the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; (ii) Face Value Amount of all the outstanding Series E Bonds, Series F Bonds and Series H Bonds; and (iii) all other monies payable hereunder have been paid or satisfied (including interest on amounts in default, if any) on such Bonds and of all other monies payable hereunder has been duly and effectually provided for in accordance with the provisions hereof.

Right to Convene Meeting

(a) Wherever in the Indenture a consent, waiver, notice, authorization or resolution of the Holders (or any of them) is required, a meeting may be convened in accordance with the Indenture to consider and resolve whether such consent, waiver, notice, authorization or resolution should be approved by the Holders. A resolution passed by the affirmative votes of the Holders of at least a majority of the aggregate outstanding Principal Amount of the Bonds represented and voting on a poll at a meeting of Holders duly convened for the purpose and held in accordance with the provisions of the Indenture shall constitute conclusively such consent, waiver, notice, authorization or resolution; provided that an Extraordinary Resolution shall be required wherever in this Indenture such consent, waiver, notice, authorization or resolution of the Holders is required to be approved by Extraordinary Resolution or otherwise by Holders of not less than 66 2/3% of the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS (ii) the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds.
(b) The Indenture Trustee or the Corporation may at any time and from time to time, and the Indenture Trustee shall, on receipt of a Written Direction of the Corporation or a Bondholders' Notice and upon receiving funding for the costs thereof and being indemnified to its reasonable satisfaction by the Corporation or by the Holders signing such Bondholders' Notice, convene a meeting of Holders.
(c) If the Indenture Trustee fails to convene a meeting after being duly requested as aforesaid (and indemnified and funded as aforesaid), the Corporation or such Bondholders may themselves convene such meeting and the notice calling such meeting may be signed by such Person as those Bondholders designate. Every such meeting will be held in Toronto, Ontario or such other place as the Indenture Trustee may in any case determine or approve.

Notice of Meetings

At least 21 days' notice of any meeting of the Holders of Bonds then outstanding shall be given to the Bondholders in the manner provided in the Indenture and a copy of such notice shall be sent by post to the Indenture Trustee (unless the meeting has been called by it) and to the Corporation (unless such meeting has been called by it). Such notice shall state the time and the place where the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat and it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article. The accidental omission to give notice of a meeting to any Holder of Bonds shall not invalidate any resolution passed at any such meeting. A Holder may waive notice of a meeting either before or after the meeting.

Chairman

Some Person, who need not be a Holder, nominated in writing by the Indenture Trustee shall be chairman of the meeting and if no Person is so nominated, or if the Person so nominated is not present within 15 minutes from the time fixed for the holding of the meeting, a majority of the Holder s present in Person or by proxy shall choose some Person present to be chairman.

Quorum

Subject to this Indenture, at any meeting of the Holders of Bonds a quorum shall consist of two or more Holders present in Person or by proxy and representing not less than 25% of the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS (ii) the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds then outstanding. If a quorum of the Holders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if convened by the Bondholders or pursuant to a Bondholders' Notice, shall be dissolved, but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day thereafter) at the same time and place and no notice shall be required to be given in respect of such adjourned meeting. At the adjourned meeting, the Holders present in person or by proxy shall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent 25% of the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds then outstanding. Any business may be brought before or dealt with at an adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless the required quorum be present at the commencement of business.

Power to Adjourn

The chairman of any meeting at which a quorum of the Holders is present may, with the consent of the Holders of more than 50% of the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS (ii) the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds represented thereat, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

Voting

On a show of hands every Person who is present and entitled to vote, whether as a Holder or as proxy for one or more Bondholders or both, shall have one vote. On a poll each Holder present in person or represented by a duly appointed proxy shall be entitled to one vote in respect of one dollar ($1) of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds one vote in respect of one dollar ($1) of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds (calculated as of the date of the applicable Bondholder's Notice) of which it is the Holder. A proxy need not be a Holders. In the case of joint registered Holders, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them be present in person or by proxy, they shall vote together in respect of the Bonds of which they are joint Holders.

Show of Hands

Every question submitted to a meeting, except an Extraordinary Resolution and an amendment, supplement or waiver pursuant to the Indenture, will be decided by a majority of the votes given on a show of hands or, if a poll is requested as provided in the Indenture, by a majority of the votes cast on the poll and will be binding on all Holders of Bonds. At any meeting of Holders where no poll is required or requested, a declaration made by the chairman that a resolution has been carried, or carried by any particular majority, or lost, will be conclusive evidence thereof.

Poll

A poll will be taken on every Extraordinary Resolution, every amendment, supplement or waiver pursuant to the Indenture and when required by a Holder or a proxy representing a Holder holding not less than five percent (5%) of the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS (ii) the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds represented at the meeting. If at any meeting a poll is so demanded on the election of a chairman or on a question of adjournment, it will be taken forthwith. If at any meeting a poll is demanded on any other question, or an Extraordinary Resolution or an amendment, supplement or waiver pursuant to the Indenture is to be voted upon, a poll will be taken in such manner and either at once or after an adjournment as the chairman directs. The result of a poll will be deemed to be the decision of the meeting at which the poll was demanded and will be binding on all Holders of Bonds.

Proxies

A Holder may be present and vote at any meeting of Holders by an authorized representative. The Corporation (in case it convenes the meeting) or the Indenture Trustee (in any other case) for the purpose of enabling the Holders to be present and vote at any meeting without producing their Bonds, and of enabling them to be present and vote at any such meeting by proxy and of depositing instruments appointing such proxies at some place other than the place where the meeting is to be held, may from time to time make and vary such regulations as it shall think fit providing for and governing any or all of the following matters:

(a) the form of the instrument appointing a proxy, which shall be in writing, and the manner in which the same shall be executed and the production of the authority of any Person signing on behalf of a Holder;
(b) the deposit of instruments appointing proxies at such place as the Indenture Trustee, the Corporation or the Holder convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same must be deposited; and

(c) the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, faxed, cabled, telegraphed or sent by other electronic means before the meeting to the Corporation or to the Indenture Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting.

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only Persons who shall be recognized at any meeting as the Holders of any Bonds, or as entitled to vote or be present at the meeting in respect thereof, shall be Holders and Persons whom Holders have by instrument in writing duly appointed as their proxies.

Persons Entitled to Attend Meetings

The Corporation and the Indenture Trustee, by their respective trustees, directors, officers and employees and the legal advisors of the Corporation, the Indenture Trustee or any Holder may attend any meeting of the Holders, but shall have no vote as such.

Powers Exercisable by Extraordinary Resolution

In addition to the powers conferred upon them by any other provisions of the Indenture, or by law, a meeting of the Holders shall have the following powers exercisable from time to time by Extraordinary Resolution:

(a) power to direct or authorize the Indenture Trustee to exercise any power, right, remedy or authority given to it by the Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;
(b) power to waive, and direct the Indenture Trustee to waive, any default hereunder and/or cancel any declaration made by the Indenture Trustee either unconditionally or upon any condition specified in such Extraordinary Resolution;
(c) power to restrain any Holder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the Principal Amount or interest on the Bonds, or for the execution of any trust or power hereunder;
(d) power to direct any Holder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by the terms of the Indenture, of the costs, charges and expenses reasonably and properly incurred by such Holder in connection therewith;
(e) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with Holders of any units or other securities of the Corporation;
(f) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Indenture Trustee to exercise, on behalf of the Holders, such of the powers of the Holders as are exercisable by Extraordinary Resolution or other resolution as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee. Such committee shall consist of such number of Persons as shall be prescribed in the resolution appointing it and the members need not be themselves Holders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Holders. Neither the committee nor any member thereof shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith;
(g) power to remove the Indenture Trustee from office and to appoint a new Indenture Trustee or Indenture Trustees provided that no such removal shall be effective unless and until a new Indenture Trustee or Indenture Trustees shall have become bound by the Indenture;
(h) power to sanction the exchange of the Bonds for or the conversion thereof into units, bonds, or other securities or obligations of the Corporation or of any other Person formed or to be formed;
(i) power to authorize the distribution in specie of any shares or securities received pursuant to a transaction authorized under the provisions of the Indenture; and
(j) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Holders or by any committee appointed pursuant to the Indenture.

Notwithstanding the above, the Holders are not entitled to amend the Indenture to impose additional liability on the Indenture Trustee or otherwise amend the Indenture to adversely affect in any material respect the Indenture Trustee's rights, protection and indemnities set out herein.

Powers Cumulative

Any one or more of the powers in the Indenture stated to be exercisable by the Holders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers from time to time shall not be deemed to exhaust the rights of the Holders to exercise the same or any other such power or powers thereafter from time to time. No powers exercisable by Extraordinary Resolution will derogate in any way from the rights of the Corporation or pursuant to the Indenture.

Instruments in Writing

Any action which may be taken and any power which may be exercised by the Holders of Bonds at a meeting held as provided in the Indenture may also be taken and exercised by the Holders of not less than 51% of the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS (ii) the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds by a signed instrument, except for matters required to be approved by Extraordinary Resolution in which case such matter may be approved by an instrument signed by Holders holding not less than 66 2/3% of the combined sum of: (i) the aggregate of the Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds; PLUS (ii) the aggregate of the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds, and the expressions "resolution" or "Extraordinary Resolution" when used in this Indenture will include instruments so signed. Notice of any resolution or Extraordinary Resolution passed in accordance with this Section will be given by the Indenture Trustee to the Holders affected thereby within 30 days of the date on which such resolution or Extraordinary Resolution was passed.

Binding Effect of Resolutions

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article at a meeting of Holders shall be binding upon all the Holders, whether present at or absent from such meeting, and every instrument in writing signed by Holders in accordance with the Indenture shall be binding upon all the Holders, whether signatories thereto or not, and each and every Holder and the Indenture Trustee (subject to the provisions for its indemnity herein contained) shall, subject to applicable law, be bound to give effect accordingly to every such resolution, Extraordinary Resolution and instrument in writing.

Evidence of Rights of Holders

Any request, direction, notice, consent or other instrument which the Indenture may require or permit to be signed or executed by the Holders may be in any number of concurrent instruments of similar tenor signed or executed by such Holders. Proof of the execution of any such request, direction, notice, consent or other instrument or of a writing appointing any such attorney will be sufficient for any purpose of the Indenture if the fact and date of the execution by any Person of such request, direction, notice, consent or other instrument or writing may be proved by the certificate of any notary public, or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, that the Person signing such request, direction, notice, consent or other instrument or writing acknowledged to such notary public or other officer the execution thereof, or by an affidavit of a witness of such execution or in any other manner which the Indenture Trustee may consider adequate.

No Conflict of Interest

The Indenture Trustee represents to the Corporation that at the date of execution and delivery by it of the Indenture there exists no material conflict of interest in the role of the Indenture Trustee as a fiduciary hereunder but if, notwithstanding the provisions of this Section, such a material conflict of interest exists, or hereafter arises, the validity and enforceability of the Indenture, and the Bonds issued hereunder, shall not be affected in any manner whatsoever by reason only that such material conflict of interest exists or arises but the Indenture Trustee shall, within 30 days after ascertaining that it has a material conflict of interest, either eliminate such material conflict of interest or resign in the manner and with the effect specified in the Indenture and shall in any event notify the Corporation of such material conflict of interest as soon as practicable.

Replacement of Indenture Trustee

The Indenture Trustee may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Corporation 90 days' notice in writing or such shorter notice as the Corporation may accept as sufficient. In the event of the Indenture Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new Indenture Trustee unless a new Indenture Trustee has already been appointed by the Holders. Failing such

appointment by the Corporation, the retiring Indenture Trustee or any Holders may apply to a Judge of the Superior Court of Ontario, on such notice as such Judge may direct at the Corporation's expense, for the appointment of a new Indenture Trustee but any new Indenture Trustee so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Bondholders and the appointment of such new Indenture Trustee shall be effective only upon such new Indenture Trustee becoming bound by the Indenture. Any new Indenture Trustee appointed under any provision of the Indenture shall be a corporation authorized to carry on the business of a trust company in any of the Provinces of Canada. On any new appointment the new Indenture Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Indenture Trustee.

Any company into which the Indenture Trustee may be merged or, with or to which it may be consolidated, amalgamated or sold, or any company resulting from any merger, consolidation, sale or amalgamation to which the Indenture Trustee shall be a party, shall be the successor Indenture Trustee under the Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Indenture Trustee or of the Corporation, the Indenture Trustee ceasing to act shall execute and deliver an instrument assigning and transferring to such successor Indenture Trustee all the rights, powers and trusts of the Indenture Trustee so ceasing to act, and shall duly assign, transfer and deliver all property and money held by such Indenture Trustee to the successor Indenture Trustee so appointed in its place. Should any deed, conveyance or instrument in writing from the Corporation be required by any new Indenture Trustee for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request of said new Indenture Trustee, be made, executed, acknowledged and delivered by the Corporation.

Liability of Indenture Trustee

The Indenture Trustee will not be liable for any act or default on the part of any agent employed by it or for having permitted any agent to receive and retain any money payable to the Indenture Trustee, except as otherwise provided for in the Indenture.

Reliance Upon Declarations, Opinions, etc.

In the exercise of its rights, duties and obligations hereunder the Indenture Trustee may, if acting in good faith, rely, as to the truth of the statements and accuracy of the opinions expressed therein, upon statutory declarations, opinions, reports or certificates furnished pursuant to any covenant, condition or requirement of the Indenture or required by the Indenture Trustee to be furnished to it in the exercise of its rights and duties hereunder, if the Indenture Trustee examines such statutory declarations, opinions, reports or certificates and determines that they comply with the Indenture, if applicable, and with any other applicable requirements of the Indenture. The Indenture Trustee may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. Without restricting the foregoing, the Indenture Trustee may rely on an Opinion of Counsel satisfactory to the Indenture Trustee notwithstanding that it is delivered by a solicitor or firm which acts as solicitors for the Corporation.

The Indenture Trustee shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue or transfer of any Bonds provided such issue or transfer is effected in accordance with the terms of the Indenture. The Indenture Trustee shall be entitled to process all transfers upon the presumption that such transfer is permissible pursuant to all applicable laws and regulatory requirements if such transfer is effected in accordance with the terms of the Indenture. The Indenture Trustee shall have no obligation, other than to confer with the Corporation and its Counsel, to ensure that legends appearing on the Bonds comply with regulatory requirements or securities laws or any applicable jurisdiction.

Experts, Advisers and Agents

The Indenture Trustee may:

(a) employ or retain and act and rely on the opinion or advice of or information obtained from any solicitor, auditor, valuator, engineer, surveyor, appraiser or other expert, whether obtained by the Indenture Trustee or by the Corporation, or otherwise, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and
(b) employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and any solicitors employed or consulted by the Indenture Trustee may, but need not be, solicitors for the Corporation.

Investment of Monies Held by Indenture Trustee

Unless otherwise provided in the Indenture, any monies held by the Indenture Trustee, which, under the trusts of the Indenture, may or ought to be invested or which may be on deposit with the Indenture Trustee or which may be in the hands of the Indenture Trustee, may be invested and reinvested in the name or under the control of the Indenture Trustee in securities in which, under the laws of the Province of Alberta, Indenture Trustees are authorized to invest trust monies, provided that such securities are expressed to mature within two years or such shorter period selected by the Corporation to facilitate any payments expected to be made under the Indenture, after their purchase by the Indenture Trustee, and unless and until the Indenture Trustee shall have declared the Principal Amount of and interest on the Bonds to be due and payable, the Indenture Trustee shall so invest such monies at the Written Direction of the Corporation given in a reasonably timely manner. Pending the investment of any monies as hereinbefore provided, such monies may be deposited in the name of the Indenture Trustee in any chartered bank of Canada or, with the consent of the Corporation, in the deposit department of the Indenture Trustee or any other loan or trust company authorized to accept deposits under the laws of Canada or any Province thereof at the rate of interest, if any, then current on similar deposits.

Indenture Trustee Not Required to Give Security

The Indenture Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of the Indenture or otherwise in respect of the premises.

Indenture Trustee Not Bound to Act on the Corporation's Request

Except as in the Indenture otherwise specifically provided, the Indenture Trustee shall not be bound to act in accordance with any direction or request of the Corporation until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Indenture Trustee, and the Indenture Trustee shall be empowered to act upon any such copy purporting to be authenticated and believed by the Indenture Trustee to be genuine.

Conditions Precedent to Indenture Trustee's Obligations to Act Hereunder

The obligation of the Indenture Trustee to commence or continue any act, action or proceeding for the purpose of enforcing the rights of the Indenture Trustee and of the Holders hereunder shall be conditional upon the Holders furnishing when required by notice in writing by the Indenture Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnity reasonably satisfactory to the Indenture Trustee to protect and hold harmless the Indenture Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.

None of the provisions contained in the Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid.

The Indenture Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding require the Holders at whose instance it is acting to deposit with the Indenture Trustee the Bonds held by them for which Bonds the Indenture Trustee shall issue receipts.

Compensation and Indemnity

(a) The Corporation shall pay to the Indenture Trustee from time to time compensation for its services hereunder as agreed separately by the Corporation and the Indenture Trustee, and shall pay or reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in the administration or execution of its duties under the Indenture (including the reasonable and documented compensation and disbursements of its Counsel and all other advisers and assistants not regularly in its employ), both before any default hereunder and thereafter until all duties of the Indenture Trustee under the Indenture shall be finally and fully performed. The Indenture Trustee's compensation shall not be limited by any law on compensation of an indenture trustee of an express trust.
(b) The Corporation hereby indemnifies and saves harmless the Indenture Trustee and its directors, officers, employees, shareholders and agents, and each of their successors and assigns, from and against any and all loss, damages, charges, expenses, claims, demands, actions or liability whatsoever which may be brought against the Indenture Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations hereunder save only in the event of the gross negligence, willful misconduct or fraud of the Indenture Trustee. This indemnity will survive the termination or discharge of the Indenture and the resignation or removal of the Indenture Trustee. The Indenture Trustee shall notify the Corporation promptly of any claim for which it may seek indemnity. The Corporation shall defend the claim and the Indenture Trustee shall co-operate in the defence. The Indenture Trustee may have separate Counsel and the Corporation shall pay the reasonable fees and expenses of such Counsel. The Corporation need not pay for any settlement made without its consent, which consent must not be unreasonably withheld. This indemnity shall survive the resignation or removal of the Indenture Trustee or the discharge of the Indenture.

(c) The Corporation shall not be required to reimburse any expense or indemnify against any loss or liability incurred by the Indenture Trustee through the gross negligence, willful misconduct or fraud of the Indenture Trustee.

Special Consent

(a) Without the consent of, or resolution passed by the affirmative votes of or signed by, each Holder affected, an amendment, supplement or waiver may not (with respect to any Bonds held by a non-consenting Holder):
- (i) reduce the Principal Amount of the Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds or Series G Bonds or the Face Value Amount of the Series E Bonds, Series F Bonds or Series H Bonds whose Holders must consent to an amendment, supplement or waiver;
- (ii) change the time for payment of the Principal Amount or Face Value Amount of any Bond as applicable;
- (iii) reduce the rate of or change the time for payment of interest on any Series A Bond, Series B Bond, Series C Bond, Series D Bond or Series G Bond;
- (iv) make any Bond payable in a currency other than that stated in the Bonds; or
- (v) modify or change any provision of the Indenture or the related definitions affecting the ranking as senior unsecured indebtedness of the Bonds in any manner adverse to the Holders of the Bonds.
(b) Without the consent of Holders by way of an Extraordinary Resolution, an amendment, supplement or waiver may not (with respect to any Bonds held by a non-consenting Holder):
- (i) alter or waive the provisions with respect to the repurchase of the Bonds;
- (ii) waive a Default or Event of Default in the payment of Principal Amount of, or interest on the Bonds (except a rescission of acceleration of the Bonds by the Holders of at least a majority in aggregate Principal Amount of the outstanding Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds plus the Accrued Face Value Amount of the outstanding Series E Bonds, Series F Bonds and Series H Bonds and a waiver of the payment default that resulted from such acceleration);
- (iii) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Bonds to receive payments of the Principal Amount or the Accrued Face Value Amount of the Bonds as applicable;
- (iv) waive a repurchase payment with respect to any Bond; or
- (v) make any change in the preceding amendment and waiver provisions.

Without Consent

Without the consent of any Holder, the Corporation and the Indenture Trustee may from time to time amend or supplement the Indenture and the Bonds:

i.) to cure any ambiguity, defect or inconsistency;
ii.) to provide for uncertificated Bonds in addition to or in place of certificated Bonds;
iii.) to increase the Aggregate Issuable Amount to an amount in excess of $50,000,000;
iv.) to issue one or more additional Series of bonds, that may include alternative Face Value Amounts, Discounted Face Value Amounts, Principal Amounts and/or interest rates from the Bonds that may be issued under the current terms of this Indenture;
v.) to make any change that would provide any additional rights or benefits to the Holders of Bonds or for any other purpose not inconsistent with the terms of this Indenture; or
vi.) to evidence or provide for the acceptance of appointment under this Indenture of a successor Indenture Trustee.

Form of Consent

It is not necessary for the consent of the Holders of Bonds to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

Notice to Holders

All notices to be given hereunder with respect to the Bonds shall be deemed to be validly given to the Holders thereof if sent by first class mail, postage prepaid, by letter or circular addressed to such Holders at their post office addresses appearing in any of the registers hereinbefore mentioned and shall be deemed to have been effectively given three Business Days following the day of mailing. Accidental error or omission in giving notice or accidental failure to mail notice to any Holder or the inability of the Corporation to give or mail any notice due to anything beyond the reasonable control of the Corporation shall not invalidate any action or proceeding founded thereon.

If any notice given in accordance with the foregoing paragraph would be unlikely to reach the Holders to whom it is addressed in the ordinary course of post by reason of an interruption in mail service, whether at the place of dispatch or receipt or both, the Corporation shall give such notice by publication at least once in the City of Toronto (or in such of those cities as, in the opinion of the Indenture Trustee, is sufficient in the particular circumstances), each such publication to be made in a daily newspaper of general circulation in the designated city.

Any notice given to Holders by publication shall be deemed to have been given on the day on which publication shall have been effected at least once in each of the newspapers in which publication was required.

All notices with respect to any Bond may be given to whichever one of the Holders thereof (if more than one) is named first in the registers hereinbefore mentioned, and any notice so given shall be sufficient notice to all Holders of any Persons interested in such Bond.

ITEM 3 - DIRECTORS, MANAGEMENT, PROMOTERS AND PRINCIPAL HOLDERS

3.1 Compensation and Securities Held

The following table provides specified information about each director, officer and promoter of the Corporation and each person who directly or indirectly beneficially owns or controls 10% or more of any class of voting securities of the Corporation (a "Principal Holder"). Where the Principal Holder is not an individual, the following table provides the name of any person that directly or indirectly, beneficially owns or controls more than 50% of the voting rights of the Principal Holder.

Name andmunicipality ofprincipal residence	Position heldand date ofobtaining thatposition	Compensation paidby the Corporationsince inception andthe compensationanticipated to bepaid in currentfinancial year	Number, type andpercentage ofsecurities of theCorporation held aftercompletion of theMinimum Offering	Number, type andpercentage ofsecurities of theCorporation held aftercompletion of theMaximum Offering
Limestone AssetManagement Inc.(1)Kingston, Ontario	Shareholder sinceMarch 22, 2019	(2)	4,000 Class APreferred Shares (100%)5,000 Class BCommon Shares (50%)5,000 Class CCommon Shares (50%)	4,000 Class APreferred Shares (100%)5,000 Class BCommon Shares (50%)5,000 Class CCommon Shares (50%)
Jeremy Wilson(1)Kingston, Ontario	Director andPresident sinceMarch 22, 2019	(1)	Nil	Nil
Sean MarshallGlenburnie, ON	Director sinceApril 14, 2020	(2) (3)	Nil	Nil

(1) Jeremy Wilson is the President and a director of the Corporation. He is also the sole officer and director of SCF and he is the sole shareholder of Limestone Asset Management Inc. ("LAM"). LAM is the sole shareholder of SCF and holds Class A Preferred Shares, Class B Common Shares and Class C Common Shares in the Corporation. As a shareholder of the Corporation, LAM may receive divided distributions of the Corporation's profits in the future.
(2) Mr. Marshall will be paid an annual fee of $10,000 for his role as director of the Corporation. Mr. Marshall received $3,750 in 2020 and $6,250 in 2021 and $2,500 in 2022 for an aggregate fee of $12,500. It is anticipated that Mr. Marshall will earn $7,500 for the remainder of 2022. Mr. Marshall may be paid a referral fee by Rethink of up to five percent (5%) of the Gross Proceeds realized from the sale of Bonds under this Offering to Subscribers referred to Rethink by Mr. Marshall. See Item 7 – Compensation Paid to Sellers and Finders.
(3) Mr. Marshall holds an aggregate of 12,778 Bonds through a combination of Series B, Series D, Series F, Series G and Series H Bonds and his spouse holds an aggregate of 4,442 Bonds through a combination of Series B, Series F, Series G, and Series H Bonds, issued under the Previous Offerings. Together, they are the largest bondholders of the Corporation as of the date of this Offering Memorandum. As a result of the Bond position of Mr. Marshall and his spouse in the Corporation, Mr. Marshall is not an Independent Director.

3.2 Management Experience

The names and principal occupations of the directors and officer of the Corporation over the past five years is as follows:

Name and position	Principal Occupation and Related Experience
Jeremy Wilson,CFADirector &President	PriortostartingSCF,Mr.WilsonworkedinfinanceonBayStreetinToronto.Aftergraduating fromQueen'sUniversitywithaBachelorofCommercedegree,hestartedworkinginToronto at TD Securities in the Global Business Services rotationalprogram. After one year, he accepted a position as an Associate on the trading floordealing in residential mortgages. He wasresponsibleformanagingtheriskoftheportfolio,proprietarytrading,hedgingaswellas the participation in CanadaMortgageBond Program. In 2009, Mr. Wilson was promoted to VicePresidentofResidentialMortgageTradingtakingonadditionalrelationshipmanagement and new businessacquisition functions. In 2010, he received the Chartered Financial Analyst (CFA)designation. The CFA designation is globally recognized qualification and isconsidered the gold standard of the investment managementfield.Mr. Wilson is amember of both the CFA Institute and the Toronto CFA Society. In 2011, he and hiswife decided to move back to Kingston, ON where they met to begin raising a familyin a more rural setting.After moving back to Kingston, ON, Mr. Wilson worked on anumber of projects including CreditSpark Financial which focused on sub-prime creditbuilding GIC Savings Loans and also founding a private mortgage lender. In 2013,SCF was founded and the past eight (8) years havebeenspentgrowingthecompany.Mr.WilsonisfulltimeintheroleasPresidentofSCF.
Sean MarshallDirector	Mr. Marshall is a lifelong entrepreneur and currently CEO and President of six privatecompanies located in Kingston Ontario. The companies include a real estatebrokerage, a development company, a residential building company, and a privatelending company ofresidential and commercial mortgages and loans. In addition tohis private companies, Mr. Marshall was a former director for a 180 unit condominiumand had served many years on board for the Kingston Real Estate Association as adirector and finance chair. His experiences include past president of the KingstonChapter of the Muscular Dystrophy Association and Chair of the Easter Seals Regatta.Mr. Marshall has extensive experience in the private mortgage and lending spacespanning over 30 years and he is able to bring this depth of experience to theCorporation.

Name and position

Principal Occupation and Related Experience

Jeremy Wilson,CFADirector &President

PriortostartingSCF,Mr.WilsonworkedinfinanceonBayStreetinToronto.Aftergraduating fromQueen'sUniversitywithaBachelorofCommercedegree,hestartedworkinginToronto at TD Securities in the Global Business Services rotationalprogram. After one year, he accepted a position as an Associate on the trading floordealing in residential mortgages. He wasresponsibleformanagingtheriskoftheportfolio,proprietarytrading,hedgingaswellas the participation in CanadaMortgageBond Program. In 2009, Mr. Wilson was promoted to VicePresidentofResidentialMortgageTradingtakingonadditionalrelationshipmanagement and new businessacquisition functions. In 2010, he received the Chartered Financial Analyst (CFA)designation. The CFA designation is globally recognized qualification and isconsidered the gold standard of the investment managementfield.Mr. Wilson is amember of both the CFA Institute and the Toronto CFA Society. In 2011, he and hiswife decided to move back to Kingston, ON where they met to begin raising a familyin a more rural setting.After moving back to Kingston, ON, Mr. Wilson worked on anumber of projects including CreditSpark Financial which focused on sub-prime creditbuilding GIC Savings Loans and also founding a private mortgage lender. In 2013,SCF was founded and the past eight (8) years havebeenspentgrowingthecompany.Mr.WilsonisfulltimeintheroleasPresidentofSCF.

Sean MarshallDirector

Mr. Marshall is a lifelong entrepreneur and currently CEO and President of six privatecompanies located in Kingston Ontario. The companies include a real estatebrokerage, a development company, a residential building company, and a privatelending company ofresidential and commercial mortgages and loans. In addition tohis private companies, Mr. Marshall was a former director for a 180 unit condominiumand had served many years on board for the Kingston Real Estate Association as adirector and finance chair. His experiences include past president of the KingstonChapter of the Muscular Dystrophy Association and Chair of the Easter Seals Regatta.Mr. Marshall has extensive experience in the private mortgage and lending spacespanning over 30 years and he is able to bring this depth of experience to theCorporation.

3.2.1 Management Experience of SCF

The names and principal occupations of the directors, officers, managers and consultants of SCF over the past five years are as follows:

Name and position	Principal Occupation and Related Experience
Jeremy WilsonDirector & President ofthe Corporation andSCF	See Item 3.2 above
Robert MillerVice PresidentOperations	Mr. Miller started his career in security and by 1992 he became the OperationsManager for Maxon Security. After spending six years there, he moved on to five yearsof managing the security operations at Brockville General Hospital. In 2003 he becameOperations manager for Group 4 Falck in Kingston. In 2004, he made the career shiftto call centre operations takingontheBusinessManagerroleatTranscom.Throughhis13-yeartenurewithTranscom, hebecameanexpertinblendedcallcentres,managingthedaytodayoperationsofthemore than 250 on premise staff and 100home agents. At Transcom, he was responsible for maintaining and exceeding KPItargets and managing external relationships with corporate clients. Mr. Miller joinedSCF in early 2018 and has hit the ground running by overhauling internal processesand changing phone systems to an integrated inbound-outbound dialer platformthathasbeenabletosignificantlyincreasecontactrates.In 2021, Mr. Miller was promotedto Vice President of Operations. Mr. Miller is currently a part-time MBA candidatethrough Laurentian University distance education program. Mr. Miller is full time in thisrolewith SCF.

Name and position

Principal Occupation and Related Experience

Jeremy WilsonDirector & President ofthe Corporation andSCF

See Item 3.2 above

Robert MillerVice PresidentOperations

Mr. Miller started his career in security and by 1992 he became the OperationsManager for Maxon Security. After spending six years there, he moved on to five yearsof managing the security operations at Brockville General Hospital. In 2003 he becameOperations manager for Group 4 Falck in Kingston. In 2004, he made the career shiftto call centre operations takingontheBusinessManagerroleatTranscom.Throughhis13-yeartenurewithTranscom, hebecameanexpertinblendedcallcentres,managingthedaytodayoperationsofthemore than 250 on premise staff and 100home agents. At Transcom, he was responsible for maintaining and exceeding KPItargets and managing external relationships with corporate clients. Mr. Miller joinedSCF in early 2018 and has hit the ground running by overhauling internal processesand changing phone systems to an integrated inbound-outbound dialer platformthathasbeenabletosignificantlyincreasecontactrates.In 2021, Mr. Miller was promotedto Vice President of Operations. Mr. Miller is currently a part-time MBA candidatethrough Laurentian University distance education program. Mr. Miller is full time in thisrolewith SCF.

Name and position	Principal Occupation and Related Experience
Greg BellamyVice President ofLending	After earning his bachelor's degree in Psychology at the University of Guelph, Mr.Bellamy started his career with GMAC Finance in 1988, where he spent the better partof 9 years developing his skills in the Automotive Lending business. Following hisexperience with GMAC, he moved to Newcourt Financial in 1997, where he worked 3years and became the Director of Corporate Governance and travelled to manylocations globally auditing both Lending and Recovery best practices. Mr. Bellamy'slast 6 months with Newcourt were in Chicago as the AVP of Risk Management. AfterNewcourt, Mr. Bellamy started with both AT&T and subsequently with Sprint Canadaas the Director of Credit, Accounts Receivable and Billing in 2001. In 2003, he followedthis up with a position of Sr. Manager at Pagenet Canada where he transformedbusiness practices over a 2-year period, improving profitability from $500k to $3MMannually and was promoted to VP of Operations. Mr. Bellamy then became anEntrepreneur and Co-founded Nordixx International, where he has spent the last 9years as President. After building a self-sustaining business that provides productacross North America and China, Mr. Bellamy decided to re-enter the business worldand joined SkyCap Financial as the VP of Lending in June of 2021. Greg has beenmarried for 32 years and has three children.
Heather Wilson, MBAVice PresidentAccounting	After graduating from Queen's University in 2006 with a Bachelor of Arts in Economics,Ms. Wilson then spent three years working at the Sears Canada's headquarters inToronto, ON in the accounting and procurement departments. She then started herMBA at Ryerson University in 2009. As part of her MBA, Ms. Wilson was a BusinessAnalyst Summer Intern at Bombardier Aerospace helping the In-Service SupplierManagement Team. Once her MBA was completed in 2010, she stayed on in theCustomer Services and Support department at Bombardier for another year. She thenmoved to Kingston, ON with her husband in 2011 and spent two years with Novelis,an aluminum rolling company, as part of their procurement team. From there Ms.Wilson moved to JAG Group of companies where she was in charge of procurementfor multiple companies under their umbrella and working closely with the accountinggroup, she was in charge of purchasing everything from building maintenancecontracts to scientific equipment and supplies. After three years with JAG Group, Ms.Wilson joined SkyCap in 2017. Her roots in accounting, her business degree, and herprior experience has allowed her to institute the necessary business and financialcontrols for the company to facilitate its growth.

Name and position

Principal Occupation and Related Experience

Greg BellamyVice President ofLending

After earning his bachelor's degree in Psychology at the University of Guelph, Mr.Bellamy started his career with GMAC Finance in 1988, where he spent the better partof 9 years developing his skills in the Automotive Lending business. Following hisexperience with GMAC, he moved to Newcourt Financial in 1997, where he worked 3years and became the Director of Corporate Governance and travelled to manylocations globally auditing both Lending and Recovery best practices. Mr. Bellamy'slast 6 months with Newcourt were in Chicago as the AVP of Risk Management. AfterNewcourt, Mr. Bellamy started with both AT&T and subsequently with Sprint Canadaas the Director of Credit, Accounts Receivable and Billing in 2001. In 2003, he followedthis up with a position of Sr. Manager at Pagenet Canada where he transformedbusiness practices over a 2-year period, improving profitability from $500k to $3MMannually and was promoted to VP of Operations. Mr. Bellamy then became anEntrepreneur and Co-founded Nordixx International, where he has spent the last 9years as President. After building a self-sustaining business that provides productacross North America and China, Mr. Bellamy decided to re-enter the business worldand joined SkyCap Financial as the VP of Lending in June of 2021. Greg has beenmarried for 32 years and has three children.

Heather Wilson, MBAVice PresidentAccounting

After graduating from Queen's University in 2006 with a Bachelor of Arts in Economics,Ms. Wilson then spent three years working at the Sears Canada's headquarters inToronto, ON in the accounting and procurement departments. She then started herMBA at Ryerson University in 2009. As part of her MBA, Ms. Wilson was a BusinessAnalyst Summer Intern at Bombardier Aerospace helping the In-Service SupplierManagement Team. Once her MBA was completed in 2010, she stayed on in theCustomer Services and Support department at Bombardier for another year. She thenmoved to Kingston, ON with her husband in 2011 and spent two years with Novelis,an aluminum rolling company, as part of their procurement team. From there Ms.Wilson moved to JAG Group of companies where she was in charge of procurementfor multiple companies under their umbrella and working closely with the accountinggroup, she was in charge of purchasing everything from building maintenancecontracts to scientific equipment and supplies. After three years with JAG Group, Ms.Wilson joined SkyCap in 2017. Her roots in accounting, her business degree, and herprior experience has allowed her to institute the necessary business and financialcontrols for the company to facilitate its growth.

3.3 Penalties, Sanctions and Bankruptcy

There are no penalties or sanctions by any securities commission, stock exchange or governmental regulatory agency that have been in effect during the last ten (10) years against an officer, director or control person of the Corporation or against a company of which any of the foregoing was an officer, director or control person. No declaration of bankruptcy, voluntary assignment in bankruptcy, proposal under any bankruptcy or insolvency legislation, proceedings, arrangement or compromise with creditors or appointment of a receiver, receiver manager or trustee to hold assets, has been in effect during the last ten (10) years with regard to those individuals or any companies of which any of those individuals was an officer, director or control person at that time.

ITEM 4 - CAPITAL STRUCTURE

4.1 Share Capital

The share capital of the Corporation is as follows:

Description of Security Number authorized to	be issued	Price per security	Number outstandingas at May 27, 2022	Number outstandingassuming the MaximumOffering
Class A Preferred Shares	Unlimited	$0.01	4,000	4,000
Class B Common Shares	Unlimited	$0.01	10,000	10,000
Class C Common Shares	Unlimited	$0.01	10,000	10,000
Class D Common Shares	Unlimited	$1.00	79,000	100,000 (1)

(1) The Corporation may issue up to an additional 21,000 Class D Shares pursuant to the Class D Share Offering.

Class A Preferred Shares and Class B Common Shares

There are special rights and restrictions attached to the Class A Preferred Shares and the Class B Common Shares of the Corporation. The following is a brief summary of certain of these rights and restrictions:

(a) The Corporation is authorized to issue an unlimited number of Class A Preferred shares (the "Class A Shares") having attached thereto, as a class, the following rights, privileges, restrictions and conditions:

Voting Rights - The holders of the Class A Shares (the "Class A Shareholders") shall be entitled to receive notice of, to attend and to vote at all meetings of the shareholders of the Corporation. Each Class A Share shall confer on the holder thereof the right to one vote in person or by proxy at all meetings of shareholders of the Corporation.

Dividend Entitlement - The Class A Shareholders are not entitled to participate in the profits of the Corporation and are not entitled to receive any dividends.

Entitlement on Dissolution or Winding-Up - In the event of a reduction of capital or the liquidation, dissolution or winding-up of the Corporation or other distribution of property or assets of the Corporation among its shareholders for the purpose of winding-up its affairs (a "Winding-Up Event"):

(i) Prior to the Class A Shareholders receiving any consideration in the occurrence of a Winding-Up Event, any bondholders of the Corporation at the time of such Event shall be entitled to receive from the Corporation an amount equal to the face value of their bond together with any accrued interest thereon up to the date of payment (the "Redemption Amount") in priority to any distribution of any of the Corporation's assets or property to the Class A Shareholders. If the Corporation does not have sufficient property or assets to pay the aggregate of the Redemption Amount then each bondholder will be entitled to their pro rata share of the Corporation's property or assets in priority to the Class A Shareholders; and
(ii) The holders of the Class A Shares shall be entitled to receive an amount equal to the aggregate amount paid up capital on the Class A Shares held by them respectively after repayment of the aggregate Redemption Amount and in the event that there is not sufficient property or assets to return the entire amount of paid up capital thereon to all shareholders, the amount available for distribution shall be distributed to the shareholders on a pro rata basis according to the number of Class A Shares owned by each shareholder.
(b) The Corporation is authorized to issue an unlimited number of Class B Common Shares (the "Class B Shares") having attached thereto, as a class, the following rights, privileges, restrictions and conditions:

Voting Rights - The holders of the Class B Shares (the "Class B Shareholders") shall not be entitled to receive notice of, to attend or vote at any meetings of the shareholders of the Corporation.

Dividend Entitlement - The right, subject to any preferential rights attaching to any other class or series of shares of the Corporation, to receive dividends as, when and if declared on the Class B Shares by the Corporation. No dividend may be declared or paid on the Class B Shares if payment of the dividend would cause the realizable value of the Corporation's assets to be less than the aggregate of its liabilities and the amount required to redeem any bonds issued by the Corporation then outstanding having attached thereto a right of redemption or retraction.

Entitlement on Dissolution or Winding-Up - The right, subject to any preferential rights attaching to any bonds issued by the Corporation, to share in the remaining property of the Corporation upon dissolution after all the Class A Shareholders have received payment of the aggregate amount of paid up capital held by each Class A Shareholder.

Class C Common Shares and Class D Common Shares

(c) The Corporation is authorized to issue an unlimited number of Class C Common shares (the "Class C Shares") having attached thereto, as a class, the following rights, privileges, restrictions and conditions:

Voting Rights - The holders of the Class C Shares shall not be entitled to receive notice of, to attend or vote at any meetings of the shareholders of the Corporation.

Dividend Entitlement - The right, subject to any preferential rights attaching to any other class or series of shares of the Corporation, to receive dividends as, when and if declared on the Class C Shares by the Corporation. No dividend may be declared or paid on the Class C Shares if payment of the dividend would cause the realizable value of the Corporation's assets to be less than the aggregate of its liabilities and the amount required to redeem any bonds issued by the Corporation then outstanding having attached thereto a right of redemption or retraction.

Entitlement on Dissolution or Winding-Up - The right, subject to any preferential rights attaching to any bonds issued by the Corporation, to share in the remaining property of the Corporation upon dissolution after all the Class A or B Shareholders have received payment of the aggregate amount of paid up capital held by each Class A or B Shareholder.

(d) The Corporation is authorized to issue an unlimited number of Class D Common shares (the "Class D Shares") having attached thereto, as a class, the following rights, privileges, restrictions and conditions:

Voting Rights - The holders of the Class D Shares (the "Class D Shareholders") shall not be entitled to receive notice of, to attend or vote at any meetings of the shareholders of the Corporation.

Dividend Entitlement - The right, subject to any preferential rights attaching to any other class or series of shares of the Corporation, to receive dividends as, when and if declared on the Class D Shares by the Corporation. No dividend may be declared or paid on the Class D Shares if payment of the dividend would cause the realizable value of the Corporation's assets to be less than the aggregate of its liabilities and the amount required to redeem any bonds issued by the Corporation then outstanding having attached thereto a right of redemption or retraction.

Entitlement on Dissolution or Winding-Up - The right, subject to any preferential rights attaching to any bonds issued by the Corporation, to share in the remaining property of the Corporation upon dissolution after all the Class A Shareholders, Class B Shareholders or holders of Class C Shares have received payment of the aggregate amount of paid up capital held by each Class A Shareholder, Class B Shareholder or holders of Class C Shares.

4.2 Long Term Debt

In the event the Corporation is successful in raising funds pursuant to this Offering, it will have the following debt obligations to Subscribers through the issue of Bonds offered by the Corporation pursuant to this Offering:

Description ofLong Term Debt	InterestRate/EffectiveInterest Rate	Repayment Terms	NumberAuthorized tobe issued	Numberoutstanding asat May 27, 2022	Amount outstandingassumingcompletion ofMaximum Offering
Series A Bonds	Interest rate of9% per annum	The Principal Amount shallbe paid by the Corporationto a Bondholder on thedate which is: (i) 3 yearsfrom the date of issuanceof the Series A Bonds; and(ii) 5 yearsfrom the date ofissuance of the Series BBonds.		2,848Series A Bonds	2,848
Series B Bonds	Interest rate of12% perannum	The Corporation shall paysimple interest on thePrincipal Amount, at theInterestRate, payablequarterly on March 15,June15, September 15,and December 15 of eachyear, both before and afterdefault judgment andexecution from the datethereof until payment in fullof all amounts owing to theBondholders have beenpaid	(1)	21,439Series B Bonds	21,439

Description ofLong Term Debt	InterestRate/EffectiveInterest Rate	Repayment Terms	NumberAuthorized tobe issued	Numberoutstanding asat May 27, 2022	Amount outstandingassumingcompletion ofMaximum Offering
Series C Bonds	Interest rate of8.5% perannum	The Principal Amount shallbe paid by the Corporationto a Bondholder on thedate which is: (i) 3 yearsfrom the date of issuanceof theSeries C Bonds; and(ii) 5 yearsfrom the date of		23,303Series C Bonds	(2)
Series D Bonds	Interest rate of11% perannum	issuance of the Series Dand Series G Bonds.The Corporation shall paysimple interest on thePrincipal Amount, at theInterestRate, payable	(1)	28,938Series D Bonds	28,938
Series G Bonds	Interest rate of10.5% perannum	quarterly on March 15,June15, September 15,and December 15 of eachyear, both before and afterdefault judgment andexecution from the datethereof until payment infull of all amounts owing tothe Bondholders havebeenpaid		33,780Series G Bonds	(2)
Series E Bonds	EffectiveInterest Rate:Series EBonds: 8.5%per annumcompoundedquarterly	The Face Value Amountshall be paid by the		5,281Series E Bonds	(2)
Series F Bonds	EffectiveInterest RateSeries FBonds: 11%per annumcompoundedquarterly	Corporation to aBondholder on the datewhich is: (i) 3 years fromthe date of issuance of theSeries E Bonds; and (ii) 5yearsfrom the date of		24,074Series F Bonds	24,074
Series H Bonds	EffectiveInterest RateSeries HBonds: 10.5%per annumcompoundedquarterly	issuance of the Series Fand Series HBonds.		31,247Series H Bonds	(2)

(1) The maximum aggregate amount of this Offering together with the Previous Offerings is 500,000 Bonds. The Corporation may issue in excess of 500,000 Bonds through future offerings of Bonds and may issue new series of bonds.

(2) The Corporation expects to issue up to 329,090 Bonds under this Offering Memorandum through the issuance of a combination of Series C Bonds, Series E Bonds, Series G Bonds and Series H Bonds.

4.3 Prior Sales

(a) Class A Shares

As of May 27, 2022, there are 4,000 Class A Preferred Shares of the Corporation issued and outstanding.

Date of issuance	Type of securityissued	Number ofsecurities issued	Price per security	Total funds received
March 22, 2019	Class A PreferredShares	4,000(1)	$0.01	$40

(1) These Class A Shares are held by Limestone Asset Management Inc. Mr. Wilson is a director, officer and shareholder of Limestone Asset Management Inc.

(b) Class B Shares

As of May 27, 2022, there are 10,000 Class B Common Shares of the Corporation issued and outstanding.

Date of issuance	Type of securityissued	Number ofsecurities issued	Price per security	Total funds received
March 22, 2019	Class BCommon Shares	5,000 (1)	$0.01	$50
March 22, 2019	Class BCommon Shares	834	$0.01	$8.34
March 22, 2019	Class BCommon Shares	834	$0.01	$8.34
March 22, 2019	Class BCommon Shares	(2)833	$0.01	$8.33
March 22, 2019	Class BCommon Shares	833(3)	$0.01	$8.33
March 22, 2019	Class BCommon Shares	833(4)	$0.01	$8.33
March 22, 2019	Class BCommon Shares	833	$0.01	$8.33

(1) These Class B Shares are held by Limestone Asset Management Inc. Mr. Wilson is a director, officer and sole shareholder of Limestone Asset Management Inc.

(2) These Class B Shares are held by Firebird Business Ventures Ltd. ("FVB"). Certain officers, directors and shareholders of FBV are also officers, directors and/or shareholders of Rethink. FBV is also a shareholder of Rethink. See Item 7 – Compensation Paid to Sellers and Finders.

(3) These Class B Shares are held by Monic Financial Ltd. ("Monic"). Jaclyn Wu is an officer, director and shareholder of Monic and a shareholder of Rethink. See Item 7 – Compensation Paid to Sellers and Finders.

(4) These Class B Shares are held by 2752367 Ontario Inc. ("275 ON"). Michael Del Bel is an officer, director and shareholder of 275 ON and a shareholder of Rethink. See Item 7 – Compensation Paid to Sellers and Finders.

(c) Class C Shares

As of May 27, 2022, there are 10,000 Class C Common Shares of the Corporation issued and outstanding.

Date of issuance	Type of securityissued	Number ofsecurities issued	Price per security	Total funds received
May 21, 2021	Class CCommon Shares	10,000 (1)	$0.01	$100

(1) 5,000 Class C Common Shares are held by Limestone Asset Management Inc. Mr. Wilson is a director, officer and sole shareholder of Limestone Asset Management Inc.

(d) Class D Shares

As of May 27, 2022, there are 79,000 Class D Common Shares of the Corporation issued and outstanding.

Date of issuance	Type of securityissued	Number ofsecurities issued	Price per security	Total funds received
May 27, 2022	Class D CommonShares	79,000	$1.00	$79,000

BONDS

(a) Series A Bonds

The Corporation issued an aggregate of 2,848 Series A Bonds under the Previous Offerings. The Corporation ceased offering Series A Bonds and has not issued any further Series A Bonds in the last 12 months.

(b) Series B Bonds

The Corporation issued an aggregate of 21,439 Series B Bonds under the Previous Offerings. The Corporation ceased offering Series B Bonds and has not issued any further Series B Bonds in the last 12 months.

(c) Series C Bonds

In the last 12 months, the following Series C Bonds of the Corporation have been issued:

Date of issuance	Type of securityissued	Number ofsecurities issued	Price per security	Total funds received
July 9, 2021	Series C Bonds	1,906	$100	$190,600
August 6, 2021	Series C Bonds	540	$100	$54,000
September 13, 2021	Series C Bonds	4,088	$100	$408,800
October 8, 2021	Series C Bonds	1,652	$100	$165,200
November 8, 2021	Series C Bonds	995	$100	$99,500
December 9, 2021	Series C Bonds	791	$100	$79,100
January 11, 2022	Series C Bonds	2,100	$100	$210,000
February 8, 2022	Series C Bonds	1,480	$100	$148,000
March 9, 2022	Series C Bonds	3,668	$100	$366,800
April 8, 2022	Series C Bonds	539	$100	$53,900
TOTAL		17,759		$1,775,900

(d) Series D Bonds

The Corporation issued an aggregate of 28,938 Series D Bonds under the Bond Offering. The Corporation ceased offering Series D Bonds and has not issued any further Series D Bonds in the last 12 months.

(e) Series E Bonds

In the last 12 months, the following Series E Bonds of the Corporation have been issued:

Date of issuance	Type of securityissued	Number ofsecurities issued	Price per security	Total funds received
July 9, 2021	Series E Bonds	398	$100	$39,800
August 6, 2021	Series E Bonds	300	$100	$30,000
October 8, 2021	Series E Bonds	345	$100	$34,500
December 9, 2021	Series E Bonds	250	$100	$25,000
January 11, 2022	Series E Bonds	100	$100	$10,000
February 8, 2022	Series E Bonds	1,500	$100	$150,000
March 9, 2022	Series E Bonds	1,438	$100	$143,800
TOTAL		4,331		$433,100

(f) Series F Bonds

The Corporation issued an aggregate of 24,074 Series F Bonds under the Bond Offering. The Corporation ceased offering Series F Bonds and has not issued any further Series F Bonds in the last 12 months.

(g) Series G Bonds

In the last 12 months, the following Series G Bonds of the Corporation have been issued:

Date of issuance	Type of securityissued	Number ofsecurities issued	Price per security	Total funds received
July 9, 2021	Series G Bonds	3,359	$100	$335,900
August 6, 2021	Series G Bonds	2,150	$100	$215,000
September 13, 2021	Series G Bonds	1,242	$100	$124,200
October 8, 2021	Series G Bonds	1,725	$100	$172,500
November 8, 2021	Series G Bonds	5,100	$100	$510,000
December 9, 2021	Series G Bonds	1,693	$100	$169,300
January 11, 2022	Series G Bonds	889	$100	$88,900
February 8, 2022	Series G Bonds	5,294	$100	$529,400
March 9, 2022	Series G Bonds	1,908	$100	$190,800
April 8, 2022	Series G Bonds	10,420	$100	$1,042,000
TOTAL		33,780		$3,378,000

(h) Series H Bonds

In the last 12 months, the following Series H Bonds of the Corporation have been issued:

Date of issuance	Type of securityissued	Number ofsecurities issued	Price per security	Total funds received
July 9, 2021	Series H Bonds	3,874	$100	$387,400
August 6, 2021	Series H Bonds	1,122	$100	$112,200
September 13, 2021	Series H Bonds	1,751	$100	$175,100
October 8, 2021	Series H Bonds	630	$100	$63,000
November 8, 2021	Series H Bonds	1,025	$100	$102,500
December 9, 2021	Series H Bonds	1,904	$100	$190,400
January 11, 2022	Series H Bonds	1,765	$100	$176,500
February 8, 2022	Series H Bonds	5,533	$100	$553,300
March 9, 2022	Series H Bonds	6,464	$100	$646,400
April 8, 2022	Series H Bonds	7,179	$100	$717,900
TOTAL		31,247		$3,124,700

ITEM 5 - SECURITIES OFFERED

5.1 Terms of Securities

Securities: The securities being offered pursuant to this Offering are as follows:

Series C 8.5% three (3) year (plus stub period) Bonds
Series E zero coupon three (3) year (plus stub period) Bonds
Series G 10.5% five (5) year (plus stub period) Bonds
Series H zero coupon five (5) year (plus stub period) Bonds

The price of each Bond is $100. The minimum number of Bonds purchased by a Subscriber is 250 Bonds requiring a minimum investment of $25,000. The Directors of the Corporation may, in their sole discretion, reduce the minimum investment amount per Subscriber in limited circumstances. There is no maximum number of Bonds allocated to any Subscriber.

Series C Bonds and Series G Bonds - Payment of Principal Amount and Interest:

Each Bond will entitle the holder thereof to the following rates of interest from the date of issue:

Series C Bonds: 8.5% interest per annum payable quarterly on March 15, June 15, September 15, and December 15 of each year during the term of the Series C Bonds.
Series G Bonds: 10.5% interest per annum payable quarterly on March 15, June 15, September 15, and December 15 of each year during the term of the Series G Bonds.

The Principal Amount of a Series C Bond or a Series G Bond and all accrued and unpaid interest thereon will be due and payable on the Maturity Date of a Series C Bond or a Series G Bond.

Series E Bonds and Series H Bonds – Discounted Face Value Amount, Face Value Amount and Effective Interest Rate

Series E Bonds and Series H Bonds will be issued by the Corporation to Subscribers that do not wish to receive the payment of quarterly interest payments from the Corporation. The Corporation will issue each Series E Bond and Series H Bond at their respective Face Value Amount. The Subscriber however will only be required to pay the respective Discounted Face Value Amount of a Series E Bond or a Series H Bond.

Each Series E Bond will have the following terms:

Series E Bonds

Term: 3 Years (plus stub period) Face Value Amount - Payable by the Corporation on the Maturity Date: $128.70186 Discount Face Value Amount - Subscription Price per Series E Bond: $100 Effective Interest Rate: 8.5% per annum compounded quarterly, assuming no stub period.

Each Series H Bond will have the following terms:

Series H Bonds

Term: 5 Years (plus stub period) Face Value Amount - Payable by the Corporation on the Maturity Date: $167.90491 Discount Face Value Amount - Subscription Price per Series H Bond: $100 Effective Interest Rate: 10.5% per annum compounded quarterly, assuming no stub period.

Other than in the case of an Event of Default (as defined within the terms of the Trust Indenture) by the Corporation or in the case of early redemption of the Series E or Series H Bonds by the Corporation, no interest shall be payable by the Corporation to the Holders of Series E Bonds or Series H Bonds.

The Face Value Amount of a Series E Bond or a Series H Bond will be due and payable on the Maturity Date of a Series E Bond or a Series H Bond.

Maturity: Subject to the right of early redemption with respect to the Corporation as set out below:

The Series C and Series E Bonds shall mature on the 15th day of either March, June, September, or December based on the first of these dates that arises after the third anniversary of the date of issue of a Series C Bond or Series E Bond. For example, Series C Bonds issued on June 1, 2022 will have a maturity date of June 15, 2025.

The Series G and Series H Bonds shall mature on the 15th day of either March, June, September, or December based on the first of these date that arises after the fifth anniversary of the date of issue of a Series G Bond or Series H Bond. For example, Series G Bonds issued on June 1, 2022 will have a maturity date of June 15, 2027.

Corporation's Right of Early Redemption: The Corporation shall have the right to redeem up to 100% of a Bondholder's Bonds by providing the Bondholder with 30 days written notice of its intention to do so, through the payment of:

(i) With respect to Series C Bonds and Series G Bonds, the Principal Amount of the redeemed Bonds and all accrued and unpaid interest thereon to the date of redemption, plus three (3) months of additional interest; and
(ii) With respect to Series E Bonds and Series H Bonds, the Accrued Face Value Amount (as defined below) to the date of redemption plus three (3) months of interest at the Effective Interest Rate on the Accrued Face Value Amount.

Accrued Face Value Amount shall be calculated as follows:

Calculation Date: The date for which the Accrued Face Value Amount is to be calculated

R: Rate means 8.5% for Series E Bonds or 10.5% for Series G Bonds

T: means time in days between Issuance Date and the Calculation Date

Issuance Date: means the issuance date on the Bond certificate of the Series E Bond or Series G Bond being redeemed

Face Value Amount = $100 * [ (1 + (R/4))((T/365)*4) ]

Example: With respect to a Series G Bond with a calculation date of 1,278 days after the Issuance Date of that Bond: R = 10.5%

T = 1,278 days

Accrued Face Value Amount = $100 * [ (1 + (0.105/4))((1278/365)*4) ]

Accrued Face Value Amount = $143.75

Corporation's Debt Obligations Secured: The Corporation's debt obligations represented by the Bonds (the "Debt Obligations") are secured obligations pursuant to the terms of the Trust Indenture. Olympia Trust as Indenture Trustee will coordinate enforcement of the security (a security interest in all of the Corporation's present and after acquired personal property) granted by the Corporation in favour of Olympia Trust in the event of a default by the Corporation in payment of its Debt Obligations under the Bonds. See Item 2.7.2 - Trust Indenture with Olympia Trust Company.

Limited Recourse: Recourse under the Bonds will be limited to the Principal Amount or Face Value Amount or Accrued Face Value Amount (as applicable) of the Bonds and all interest due (as applicable) and owing thereunder. There is no additional recourse by Bondholders for any deficiency in value of the Bonds in the event of non-payment or default by the Corporation of redemption of the Bonds.

5.2 Subscription Procedure

This Offering is not subject to any minimum offering amount. You may be the only Subscriber under this Offering.

(a) Subscription Documents

Subscribers will be required to enter into a Subscription Agreement with the Corporation which will contain, among other things, representations, warranties and covenants by the Subscriber that it is duly authorized to purchase the Bonds, that it is purchasing the Bonds as principal and for investment and not with a view to resale and as to its corporate or other status to purchase the Bonds and that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person or company registered to sell securities under applicable securities laws and as a consequence of acquiring the securities pursuant to this exemption, certain protections, rights and remedies, provided by applicable securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber.

In order to subscribe for Bonds, Subscribers must complete, execute and deliver the following documentation to the Corporation at 209, 1020 Bayridge Drive, Kingston, Ontario K7P 2S2:

1. one (1) completed and signed copy of the Subscription Agreement (including any schedules attached thereto);
1. a cheque or bank draft in the amount of the Aggregate Subscription Amount (as set forth in the Subscription Agreement), payable to "Limestone Loan Capital Corporation"; and
1. completed and executed copies of the appropriate investor qualification form(s). The appropriate form(s) to be completed depend on your place of residence and on the amount of your investment.

Subject to applicable securities laws and the purchaser's two (2) day cancellation right, a subscription for Bonds, evidenced by a duly completed Subscription Agreement delivered to the Corporation shall be irrevocable by the Subscriber. See Item 11 - Purchasers' Rights.

Subscriptions for Bonds will be received, subject to rejection and allotment, in whole or in part, and subject to the right of the Corporation to close the subscription books at any time, without notice. If a subscription for Bonds is not accepted, all subscription proceeds will be promptly returned to the Subscriber without interest. The subscription funds will be held in trust until midnight of the second business day subsequent to the date that each Subscription Agreement is signed by a Subscriber.

(b) Distribution

The Offering is being made pursuant to the exemptions from the prospectus requirements contained in the Applicable Laws in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan or Yukon pursuant to the exemptions from the prospectus requirements afforded by Section 2.3 of NI 45-106 (the "Accredited Investor Exemption") and Section 2.9 of NI 45-106 (the "Offering Memorandum Exemption").

The Offering Memorandum Exemption is available for distributions to Subscribers resident in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan or Yukon purchasing as principals, who receive this Offering Memorandum prior to signing the Subscription Agreement and who sign a Risk Acknowledgment Form.

The Accredited Investor Exemption is available for distributions to Subscribers resident in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan or Yukon who are purchasing as principal and who are "accredited investors" as defined in NI 45-106.

The foregoing exemptions relieve the Corporation from the provisions of the Applicable Laws of each of the Offering Jurisdictions which otherwise would require the Corporation to file and obtain a receipt for a prospectus. Accordingly, prospective Subscribers will not receive the benefits associated with subscription for securities issued pursuant to a filed prospectus, including the review of material by any securities regulatory authority.

ITEM 6 - INCOME TAX CONSEQUENCES AND DEFERRED PLAN ELIGIBILITY

You should consult your own professional adviser to obtain advice on the income tax consequences that apply to you.

6.1 Summary of Principal Federal Income Tax Consequences

Generally speaking, Canadian-resident holders of Bonds must include in the calculation of their taxable income the appropriate amount of interest on the Bonds they hold, calculated in accordance with the Tax Act and the Regulations. Holders of Bonds that are non-residents of Canada may or may not be subject to withholding tax under the Tax Act.

6.2 Deferred Plan Eligibility of the Bonds TO BE REVIEWED BY TAX ADVISOR

The Tax Act and the Regulations provide generally that a Bond or similar obligation of a "public corporation" (as defined in the Tax Act) will constitute a "qualified investment" for a Deferred Plan.

The Tax Act provides that a Canadian corporation may make an election to become a "public corporation" (as defined by the Tax Act) in circumstances where that corporation has no less than 150 shareholders of "equity shares" (as defined under the Tax Act) of a class that has been qualified for distribution to the public. None of the 150 shareholders may be "insiders" of the corporation, each shareholder of the corporation must hold at least 100 shares of the corporation having an aggregate fair market value of not less than $500 and insiders of the corporation may not hold more than 80% of the issued and outstanding shares of that class.

As result of the Class D Share Offering, the above conditions were met in May of 2022 and the Corporation filed form T2073, Election to be a Public Corporation with CRA on May 27, 2022, to be deemed to be a "public corporation" for purposes of the Tax Act, including provisions governing qualified investments for Deferred Plans.

As the Corporation has made the aforementioned election, the Corporation's securities, inclusive of the Bonds, are eligible to be held in Deferred Plans pursuant to the Tax Act and Regulations.

There are additional requirements for a TFSA, RESP, RRSP or RRIF in order for the Bonds not to be a "prohibited investment" which would be subject to a special tax. The Bonds will be a "prohibited investment" if the account holder does not deal at "arm's length" with the Corporation or the account holder is a "specified shareholder" of the Corporation as defined in the Tax Act, generally a person who has a 10% or greater interest in the Corporation together with nonarm's length persons. Assuming the account holder meets the above requirements, the Bonds will not be a "prohibited investment".

There can also be additional special taxes for a TFSA, RESP, RRSP or RRIF on certain tax "advantages" that unduly exploit the attributes of a TFSA, RESP, RRSP or RRIF, including "advantages" on "prohibited investments" and on "non-qualified investments". The rules in the Tax Act that constitute an "advantage" are quite broad, therefore, subscribers should seek independent professional advice as to the applicability of these rules to their particular circumstances.

The income tax information contained in this Item 6 was provided by Buchanan Barry LLP, Chartered Professional Accountants, and it is based on the current provisions of the Tax Act, the Regulations and published administrative practices of the CRA. The comments offered do not address the possibility of any challenge to the structure by the CRA under the specific and/or general anti-avoidance rules.

This summary is of a general nature only and is not intended to be legal, tax or business advice to any particular prospective purchaser of Bonds. Consequently, Subscribers should seek independent professional advice regarding the income tax consequences of investing in the Bonds, based upon their own particular circumstances.

ITEM 7 - COMPENSATION PAID TO SELLERS AND FINDERS

The Corporation reserves the right to retain agents to, and/or pay persons ("Selling Agents") who, effect sales of the Bonds, in which case, subject to applicable securities legislation, such Selling Agents may receive the following selling commissions:

I. Series C Bonds and Series E Bonds: the Corporation may pay up to six percent (6%) of the Gross Proceeds realized from the sale of Series C and Series E Bonds sold directly by Selling Agents; and
II. Series G Bonds and Series H Bonds: the Corporation may pay up to ten percent (10%) of the Gross Proceeds realized from the sale of Series G and Series H Bonds sold directly by Selling Agents.

The Corporation may also pay Exempt Market Dealers up to one percent (1%) of the Gross Proceeds realized from the sale of the Bonds as a dealer administration fee.

The officer and directors of the Corporation may also sell Bonds to Subscribers in accordance with applicable securities laws. No commissions will be paid with respect to any sales of Bonds made by the officer and directors.

Rethink and Diversify Securities Inc. ("Rethink"), an Exempt Market Dealer registered in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Prince Edward Island and Ontario, has been engaged to act as a Selling Agent of the Bonds. Mr. Marshall may be paid a referral fee by Rethink of up to five percent (5%) of the Gross Proceeds realized from the sale of Bonds under this Offering to Subscribers referred to Rethink by Mr. Marshall.

Related and Connected Issuer Matters

Certain officers and directors of Rethink are related to the Corporation as follows:

Firebird Business Ventures Ltd. ("FBV"), holds Class B shares of the Corporation. Certain officers, directors and shareholders of FBV are also officers, directors and/or shareholders of Rethink and FBV is also a shareholder of Rethink.
Jason Park is an officer and shareholder of FBV and is also an officer, director and shareholder of Rethink. Mr. Park is also a dealing representative and shareholder of Rethink. Mr. Park is also a shareholder of 102 Sask.
Roger Grona is the CEO and a shareholder of FBV and is a shareholder of 102 Sask.
Wendy Rabbie holds Class B shares of the Corporation. Ms. Rabbie's spouse is a dealing representative of Rethink.
Michael Del Bel holds Class B shares of the Corporation through 2752367 Ontario Inc. ("275 ON"). Mr. Del Bel is an officer, director and controlling shareholder of 275 ON and is a dealing representative of Rethink and is also a shareholder of Rethink through 275 ON.
Mark Majkowski holds Class B shares of the Corporation. Mr. Majkowski is a dealing representative of Rethink.
Graz Wealth Management Inc. ("Graz") holds Class B shares of the Corporation. An officer, director and controlling shareholder of Graz is also a dealing representative of Rethink.
Monic Financial Ltd. ("Monic") holds Class B shares of the Corporation. Jaclyn Wu is an officer, director and controlling shareholder of Monic and is a dealing representative and shareholder of Rethink. Her spouse is also a dealing representative of Rethink.
102127992 Saskatchewan Inc. ("102 Sask") holds Class C shares of the Corporation. Certain officers, directors and shareholders of 102 Sask are also officers, directors and/or shareholders of Rethink.

Based on the above, Rethink and the Corporation are considered to be "related" and "connected" in accordance with Applicable Laws and as a consequence the relationship between the Corporation and Rethink may lead a reasonable prospective purchaser of the Bonds to question the independence of such parties for purposes of the distribution of the Bonds under this Offering.

Canadian provincial and territorial securities laws require securities registered firms such as Rethink and its dealing representatives, when they trade in or advise with respect to securities of certain issuers to which they, or certain other parties related to them, are related or connected, such as in this case the Corporation, to do so only in accordance with particular disclosure.

Further, these rules require dealers such as Rethink, prior to trading with or advising their clients, to inform clients of the relevant relationships and connections with the issuer of the securities, which in the case of this Offering is the Corporation.

Subscribers should refer to the applicable provisions of the relevant securities laws for the particulars of these rules or consult with a legal advisor.

Payment of Selling Commissions

SCF will pay all Selling Commissions and fees incurred by the Corporation with respect to this Offering pursuant to the terms of the SCF Loan Agreement.

ITEM 8 - RISK FACTORS

The purchase of Bonds pursuant to this Offering should only be made after consulting with independent and qualified sources of investment and tax advice. Investment in the Bonds at this time is highly speculative. The Corporation's business involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Purchasers of Bonds must rely on the ability, expertise, judgement, discretion, integrity and good faith of the management of the Corporation. This Offering is suitable for investors who are willing to rely solely upon the management of the Corporation and who could afford a total loss of their investment.

In addition to factors set forth elsewhere in this Offering Memorandum, Subscribers should carefully consider the following factors, many of which are inherent to the ownership of the Bonds. The following is a summary only of some of the risk factors involved in an investment in the Bonds. Subscribers should review these risks with their legal and financial advisors.

Investment and Issuer Risk

1. Covid-19 pandemic: The Covid-19 pandemic is having an unprecedented material effect on nearly every aspect of the Canadian economy. The continuation or worsening of the Covid-19 pandemic may have the following adverse effects on the business of the Corporation and SCF: (i) a significant number of SCF Borrowers may become unable to make their payments under their SCF Loans on a regular basis or at all; (ii) SCF may not be able to collect the balance of defaulted SCF Loans from SCF Borrowers; (iii) the SCF Creditor Insurance insurer may not be able to cover any or all losses SCF incurs with respect to defaults under SCF Personal Loans; (iv) the SCF Creditor Insurance insurer may cease underwriting new SCF Personal Loans or alter its policy terms making SCF Creditor Insurance impractical to obtain for SCF; (v) SCF may not be able to replace its current insurer thereby resulting in future SCF Personal Loans not having the benefit of SCF Creditor Insurance; (vi) SCF may not be able to lend money to SCF Borrowers at interest rates in excess of the interest rates payable under the Bonds; (vii) SCF may have to alter its lending parameters in order to deploy loan capital in a manner that heightens the risk of default of future SCF Loans; (vii) SCF may not be able to find suitable SCF Borrowers that meet SCF's underwriting criteria due to lack of employment by SCF Borrowers**;** (viii) disruption of supply chains may result in the reduced availability of consumer products for purchase thereby reducing the number of Product Finance Loans that may be written by SCF; (ix) there may be a decreased demand for consumer discretionary products resulting in SCF writing fewer new Product Finance Loans;(x) current and future government stimulus programs, and governmental monetary and fiscal policies may cause high levels of inflation in Canada thereby increasing cost of living resulting in reduced ability for SCF Borrowers to repay loans; and/or (ix) increasing debt loads of existing SCF Borrowers will increases the risk of default by SCF Borrowers under SCF Loans. The occurrence of any one or more of the above events may cause the Corporation to be unable to meet some or all of this payment obligations under the Bonds issued pursuant to this Offering and/or the Bonds issued under the Previous Offerings.
1. No Review by Regulator: Subscribers under this Offering will not have the benefit of a review of this Offering Memorandum by any securities regulatory authority or regulator.
1. No Deposit Insurance: The Bonds offered pursuant to this Offering Memorandum are not insured against loss through the Canada Deposit Insurance Corporation or any other insurance company or program.
1. Limited Working Capital: The Corporation will have a limited amount of working capital as the Available Funds of this Offering will be loaned to SCF.
1. Redemption Risk: There can be no assurance that if additional funding is required by the Corporation to redeem any or all of the Bonds, that such financing will be available on terms satisfactory to the Corporation, or at all. If the Corporation does not have sufficient funds on hand to redeem any or all of the Bonds and cannot secure financing, it will not be able to redeem any or all of the Bonds.
1. Tax Risk: The tax consequences associated with an investment in Bonds may be subject to changes in federal and provincial tax laws. There can be no assurance that the tax laws will not be changed in a manner that will fundamentally alter the income tax consequences to investors holding or disposing of Bonds. In the event that Corporation ceases to be a public company for the purposes of the Tax Act, there may be adverse tax consequences to a subscriber for Bonds. Upon such an event occurring, the Bonds will cease to constitute qualified investments for Deferred Plan purposes unless corporation resident in Canada whose shares are listed on a designated Canadian stock exchange or make other suitable investment arrangements to maintain Deferred Plan eligibility for the Bonds. If the Bonds cease to be eligible Deferred Plan investments, an annuitant under a Deferred Plan which acquires or holds Bonds may be required to include in his or her income the fair market value of the Bonds acquired by the Deferred Plan, may incur penalties, and may have the registration of the Deferred Plan revoked. There is also a risk that CRA may reassess the returns of Subscribers relating to their investments in the Bonds. See Item 6 - Income Tax Consequences and Deferred Plan Eligibility.
1. Changes to the Tax Act: No assurance can be given that changes in the Tax Act or future court decisions or the implementation of new taxes will not adversely affect the Corporation or fundamentally alter the income tax consequences to holders of Bonds with respect to acquiring, holding or disposing of Bonds. Investors are strongly encouraged to consult their tax advisors as to the tax consequences of acquiring, holding and disposing of Bonds purchased pursuant to the Offering.
1. No Advance Tax Ruling: No advance income tax ruling has been applied for or received with respect to the income tax consequences described in the Offering Memorandum. See Item 6 - Income Tax Consequences and Deferred Plan Eligibility.
1. Conflict of Interest: There are potential conflicts of interest to which the directors and officers of the Corporation may be subject in connection with the operations of the Corporation. Mr. Wilson is an officer, director and through his control of Limestone Asset Management Inc., is a shareholder of SCF. In the event of a default by SCF under the Loan, Mr. Wilson will be in a conflict of interest with respect to such a circumstance. Situations may arise where the directors and officers will be in direct competition with the Corporation. Conflicts, if any, will be subject to the procedures and remedies under the BCA.
1. Loan to SCF: The Loan is secured by a general security agreement against the present and after acquired personal property of SCF. The Corporation's security under the Loan may be subordinated to security of granted to Institutional Lenders from whom SCF obtains financing. In the event that SCF defaults in its obligations under the Loan, the Corporation will have to enforce its security registered against SCF. There may be intervening encumbrances or other interests of other third parties, such as Institutional Lenders, that may stand in priority to the Corporation's security. The existence of any intervening encumbrances may prevent the Corporation from realizing on or enforcing some or all of its security against the assets of SCF. There may be principals at law or at equity that may prevent the Corporation from enforcing some or all of it security against SCF and/or its assets. The assets of SCF may not have a sufficient value to satisfy any outstanding debt obligations to the Corporation. If the Corporation's security under the Loan is subordinated and the collateral is realized upon, lenders with security interests in priority to the Corporation's will take priority over the disposition of any of SCF's assets, with the result that there may be insufficient assets to repay the indebtedness under the Loan.
1. Trust Indenture: The assets of Corporation, which are comprised of the Loan and the Corporation's security under the Loan, are secured in favour of Olympia Trust to the benefit of the Bondholders. This circumstance does not ensure that there will be adequate funds to satisfy the Corporation's obligations of principal and interest under the Bonds in the event of default by the Corporation or a default by SCF under the Loan. All of the risks disclosed in this Item 8 and elsewhere in the OM with respect to the above matter continue to apply notwithstanding the security granted to Olympia Trust pursuant to the Indenture. Further, Bondholders should note that Olympia Trust is the only party that may commence an action against the Corporation in the event of default by the Corporation under the Bonds or against SCF in the event of a default by SCF under the Loan. Bondholders should review the terms of the Indenture with their legal counsel to understand the rights of the Bondholders under the Indenture and in particular, in the event of default by the Corporation of its payment obligations under the Bonds.
1. No Management Rights: The directors and officers of the Corporation and not Bondholders, will make decisions regarding the management of the Corporation's affairs. Subject to the BCA, Bondholders will have no rights to attend meetings of shareholders or vote in any manner. Subscribers must carefully evaluate the personal experience and business performance of the directors and officers of the Corporation. In very limited circumstances, such as an insolvency proceeding, Bondholders may have a right to vote on such proceeding, but such vote would be limited in scope and at that time, a return on the investment in Bonds would likely be compromised.
1. Management Ability: The success of the Corporation's business strategy depends to a great extent, on the efforts and abilities of its management and on external factors such as, among other things, the general political and economic conditions that may prevail from time to time, which factors are out of the control of the Corporation. A return on investment for a purchaser of Bonds depends upon SCF and its ability to meet its payment obligations under the SCF Loan. As a result, there is no guarantee that Bondholders will earn a return on their investment in the Bonds. Also, the directors and officer of the Corporation will not be devoting all of their time to the affairs of the Corporation, but will be devoting such time as required to effectively manage the Corporation. The directors and officer of the Corporation are engaged and will continue to be engaged in the search for business prospects on their own behalf and on behalf of others.
1. Less than Full Offering: There can be no assurance that the Maximum Offering will be sold. If less than $50,000,000 worth of Bonds are sold pursuant to this Offering and the Previous Offerings, then less than the maximum proceeds will be available to the Corporation. Consequently, the Corporation's business development plans and prospects could be adversely affected, since fewer Loans will be advanced by SCF.
1. Key Person Risk: The success of the Corporation is dependent upon, among other things, the services of key personnel. The loss of any of these individuals, for any reason, could have a material adverse effect on the prospects of the Corporation. Failure to retain or to attract additional key employees with necessary skills could have a material adverse impact upon the Corporation's growth and profitability. The contributions of these individuals to the immediate future operations of the Corporation is likely to be of central importance and the loss of any one of these individuals could have a material adverse effect on the business of the Corporation.
1. Bonds: The Bonds do not provide for payment of interest to Bondholders other than on the dates set forth in Item 5.1 herein, except at the discretion of the Corporation. Bondholder's will not know if the Corporation will have the financial means to pay interest and/or redeem all or any part of the Bonds until the dates referred to in Item 5.1 herein.
1. Debt Securities: The Bonds offered by the Corporation are not a direct investment in the SCF Loans but an investment in secured debt securities of the Corporation.
1. Independent Counsel: No independent counsel was retained on behalf of the Subscribers with respect to this Offering. There has been no review by independent counsel on behalf of the Subscribers of the Offering Memorandum, or any other documentation in relation to the Offering. No due diligence has been conducted on behalf of Subscribers by counsel.
1. No History: There is limited operating history upon which to base an evaluation of the Corporation and its business and prospects. The Corporation is subject to all risks associated with early stage companies, including: start-up losses, uncertainty of revenues, markets and profitability, the need to raise additional funding, the evolving and unpredictable nature of the Corporation's business. There can be no assurance that the Corporation will be successful in doing what it is required to do to overcome these risks. No assurance can be given that the Corporation's business activities will be successful.
1. Illiquidity of Investment: An investment in the Bonds of the Corporation is an illiquid investment. There is currently no market through which the Bonds of the Corporation may be sold. The Corporation is not a "reporting issuer" in any jurisdiction, and a prospectus has not qualified the issuance of the Bonds. The Bonds are subject to a number of restrictions respecting transferability and resale, including a restriction on trading imposed by applicable securities laws. Until the restriction on trading expires, you will not be able to trade the Bonds unless you comply with an exemption from the prospectus and registration requirements under securities legislation. See Item 10 - Resale Restrictions.
1. Interest Rate Risk: The interest rate return for each Bond series are fixed for the Bond term and are not subject to increase in the event of a general rise in domestic interest rates for other investments.

SCF's Operational and Industry Risk

Credit Risk: Whilst SCF manages exposure to SCF Borrower default through its underwriting process, SCF Borrowers default under SCF Personal Loans is excess of 10% of SCF Personal Loans made. There is no guarantee that SCF will recover any or all of the principal amount of a SCF Loan in the event of default by an SCF Borrower. SCF Loans are unsecured and as a result SCF has no direct collateral to seize in the event of default by a SCF Borrower. SCF is an unsecured creditor with respect to SCF Borrowers and as such its rights as a creditor of an SCF Borrower are subordinate to the rights of secured creditors and may be subordinate to additional creditors under common law and provincial and federal legislation.

1. Ongoing Deployment of Funds: Despite a business plan developed by SCF to grow its business, there is no guarantee that SCF will have the capacity to continuously deploy all of the proceeds of the Loan advanced by the Corporation. The Corporation's ability to meets it obligations of principal and interest under the Bonds is wholly dependent upon SCF deploying the Loan proceeds and earning interest on SCF Loans in sufficient amounts to make payments to the Corporation under the terms of the Loan.
1. Reliance on Management: Decisions regarding the management of the affairs of the Corporation and SCF will be made exclusively by their respective officers and directors. Accordingly, investors must carefully evaluate the personal experience and business performance of the officer and directors of the Corporation and the officers and directors of SCF. SCF and the Corporation may retain independent contractors to provide services to them. These contractors will have no fiduciary duty to SCF or the Corporation.
1. Competitive Industry: SCF will be competing for lending opportunities with a significant number of other entities offering unsecured consumer or personal loans. As a result of this competition, there can be no assurance that SCF will be able to identify suitable lending opportunities or achieve its targeted rate of return or fully invest its available funds.
1. An SCF Borrower's fraud could cause SCF to suffer losses: The failure of an SCF Borrower to accurately report its financial position could result in the loss of some or all of the principal amount of an SCF Loan including amounts SCF may not have advanced had it possessed complete and accurate information.
1. SCF's reliance on external products and services: SCF relies on software, products, and services offered by many companies from payroll services, to credit bureau services, decisioning services, bank account verification services, support on loan systems etc. A disruption of any of these services could result in SCF not able to effectively carry on business as expected.
1. Media Risk: The risk of negative media coverage of SCF, other non-prime lenders similar to SCF, or the nonprime lending industry as a whole may make it more difficult to attract SCF Borrowers.
1. Technology Risk: SCF uses third party services and systems and high-level security protocols however, security breaches, the risk of data loss, the risk of malware or ransomware, or privacy breaches could cause significant negative impact to SCF.
1. Changes in Legislation: There can be no assurance that legislation with respect to lenders of unsecured consumer or personal loans, or any administrative practice or interpretation thereof will not be changed in a manner, which adversely affects the business of SCF.

ITEM 9 - REPORTING OBLIGATIONS

9.1 Reporting to Bondholders

The Corporation is not a "reporting issuer" or equivalent under the securities legislation of any jurisdiction. Accordingly, the Corporation is not subject to the "continuous disclosure" requirements of any securities legislation other than as provided for under NI 45-106 and there is therefore no requirement that the Corporation make ongoing disclosure of its affairs including, without limitation, the disclosure of financial information on a quarterly basis or the disclosure of material changes in the business or affairs of the Corporation, other than as provided for under NI 45- 106. The Corporation will file Material Change Reports and make Notice of Use of Proceeds filings as required by NI 45-106.

The Corporation will deliver to prospective investors certain documents, including this Offering Memorandum, a subscription agreement and any updates or amendments to the Offering Memorandum required by law, from time to time by way of facsimile or e-mail. In accordance with the terms of the subscription agreement provided to prospective investors, delivery of such documents by email or facsimile shall constitute valid and effective delivery of such documents unless the Corporation receives actual notice that such electronic delivery failed.

Unless the Corporation receives actual notice that the Corporation electronic delivery failed, the Corporation is entitled assume that the facsimile or e-mail and the attached documents were actually received by the prospective investor and the Corporation will have no obligation to verify actual receipt of such electronic delivery by the prospective investor.

The Corporation will provide Bondholders with the annual audited financial statements of the Corporation for such fiscal year, together with comparative financial statements for the preceding fiscal year, in accordance with GAAP. Financial or other information relating to the Corporation and provided to you in the future may not by itself be sufficient for your needs to enable you to prepare your income tax returns or to assess the performance of your investment.

ITEM 10 - RESALE RESTRICTIONS

These securities are subject to a number of resale restrictions under securities legislation including a restriction on trading. Unless or until the restriction on trading expires, you will not be able to trade the securities unless you are eligible to rely on and comply with an exemption from the prospectus and registration requirements under securities legislation. For information about these resale restrictions, you should consult a lawyer.

10.1 General Statement

The Bonds will be subject to a number of resale restrictions, including a restriction on trading. Until the restriction on trading expires, you will not be able to trade the Bonds unless you comply with an exemption from the prospectus and registration requirements under securities legislation.

10.2 Restricted Period

Unless permitted under securities legislation, you cannot trade the Bonds without an exemption before the date that is 4 months and a day after the date the Corporation becomes a reporting issuer in any province or territory of Canada.

The certificates representing the securities of the Corporation issued pursuant to this Offering will have the following legend inscribed thereon:

Unless permitted under securities legislation, you cannot trade these securities before the date that is four (4) months and a day after the date the Corporation became a reporting issuer in any province or territory of Canada.

The Corporation does not intend to become a reporting issuer in any province or territory of Canada.

10.3 Manitoba Resale Restrictions

For Manitoba residents, you must not trade the securities without the prior written consent of the regulator in Manitoba unless:

(a) the Corporation has filed a prospectus with the regulator in Manitoba with respect to the securities you have purchased and the regulator in Manitoba has issued a receipt for that prospectus; or
(b) you have held the securities for at least 12 months.

The regulator in Manitoba will consent to your trade if the regulator is of the opinion that to do so is not prejudicial to the public interest.

ITEM 11 - PURCHASERS' RIGHTS

If you purchase the Bonds, you will have certain rights, some of which are described below. For complete information about your rights, you should consult a lawyer.

(a) Two Day Cancellation Right for a Subscriber

You can cancel your agreement to purchase the Bonds. To do so, you must send a notice to the Corporation before midnight on the second business day after you sign the Subscription Agreement in respect of the Bonds.

(b) Rights of Action in the Event of a Misrepresentation

Applicable securities laws in the Offering Jurisdictions provide you with a remedy to sue to cancel your agreement to buy these securities or for damages if this Offering Memorandum, or any amendment thereto, contains a misrepresentation. Unless otherwise noted, in this section, a "misrepresentation" means an untrue statement or omission of a material fact that is required to be stated or that is necessary in order to make a statement in this Offering Memorandum not misleading in light of the circumstances in which it was made.

These remedies are available to you whether or not you relied on the misrepresentation. However, there are various defences available to the Persons or companies that you have a right to sue. In particular, they have a defence if you knew of the misrepresentation when you purchased the securities. In addition, these remedies, or notice with respect thereto, must be exercised or delivered, as the case may be, by you within the strict time limit prescribed in the applicable securities laws.

The applicable contractual and statutory rights are summarized below. By its execution of the Subscription Agreement, the Corporation will be deemed to have granted these rights to you. Subscribers should refer to the applicable securities laws of their respective Offering Jurisdiction for the particulars of these rights or consult with professional advisors.

Statutory Rights of Action of Purchasers in British Columbia

Securities legislation in British Columbia provides that every purchaser of securities pursuant to this Offering Memorandum shall have, in addition to any other rights they may have at law, a right of action for damages against the Corporation, every director of the Corporation at the date of the Offering Memorandum or any person who signed the Offering Memorandum. The purchaser may also elect to exercise a right of rescission against the Corporation in which case the purchaser has no right of action for damages. Purchasers should refer to the applicable provisions of the British Columbia securities legislation for particulars of those rights or consult with a lawyer. This right of action may be summarized as set forth below.

If there is a misrepresentation in this Offering Memorandum, purchasers have a statutory right to sue:

(a) the Corporation to cancel their agreement to buy the Bonds; or
(b) for damages against the Corporation, directors of the issuer at the date of the Offering Memorandum and any person who signed the Offering Memorandum (collectively defined as the "Insiders" for this section).

If this Offering Memorandum or any amendment thereto contains a misrepresentation and it was a misrepresentation on the date of investment, a purchaser to whom such Offering Memorandum was delivered and who purchases securities shall have a right of action for rescission or alternatively for damages against the Insiders. A purchaser who purchases a security offered by the Offering Memorandum during the period of distribution shall be deemed to have relied on the representation, if it was a misrepresentation at the time of purchase, and has a right of action for damages against the Corporation:

(a) the purchaser may elect to exercise a right of rescission against the Corporation in which case the purchaser does not have a right of action for damages against the Insiders;
(b) the Insiders are not liable under subsection (a) if the Corporation proves that the purchaser purchased the securities with knowledge of the misrepresentation;
(c) in an action for damages pursuant to subsection (a), the Insiders are not liable for all or any portion of the damages that the Insiders prove do not represent the depreciation in value of the security as a result of the misrepresentation relied on;
(d) in no case shall the amount recoverable by the purchaser exceed the price at which the securities were sold to the purchaser; and
(e) the right of action for damages or rescission will be in addition to any other right or remedy available to the purchaser at law.

Rights for Subscribers in the Province of Alberta

A Subscriber of Bonds pursuant to this Offering Memorandum who is a resident in Alberta has, in addition to any other rights the Subscriber may have at law, a right of action for damages or rescission against the Corporation if this Offering Memorandum, together with any amendments hereto, contains a misrepresentation. In Alberta, a Subscriber has additional statutory rights of action for damages against every director of the Corporation at the date of this Offering Memorandum and every Person or company who signed this Offering Memorandum.

If this Offering Memorandum contains a misrepresentation, which was a misrepresentation at the time the Bonds were purchased, the Subscriber will be deemed to have relied upon the misrepresentation and will, as provided below, have a right of action against the Corporation for damages or alternatively, while still the owner of any of the Bonds purchased by that Subscriber, for rescission, in which case, if the Subscriber elects to exercise the right of rescission, the Subscriber will have no right of action for damages against the Corporation, provided that:

(i) no Person or company will be liable if it proves that the Subscriber purchased the securities with knowledge of the misrepresentation;
(ii) in the case of an action for damages, the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation;
(iii) in no case will the amount recoverable in any action exceed the price at which the securities were purchased by the Subscriber under this Offering Memorandum; and
(iv) in the case of a Subscriber resident in Alberta, no Person or company, other than the Corporation, will be liable if such Person or company is entitled to rely upon certain statutory provisions set out in subsections 204(3)(a) — (e) of the Securities Act (Alberta).

In Alberta, no action may be commenced more than:

(i) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or

(ii) in the case of any other action, other than an action for rescission, the earlier of (i) 180 days after the Subscriber first had knowledge of the facts giving rise to the cause of action; or (ii) three (3) years after the date of the transaction that gave rise to the cause of action.

Statutory Rights of Action for Subscribers in the Province of Saskatchewan

In the event that this Offering Memorandum and any amendment thereto or advertising or sales literature used in connection therewith delivered to a purchaser of the securities resident in Saskatchewan contains an untrue statement of a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of the securities (herein called a "material fact") or omits to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made (herein called a "misrepresentation"), a purchaser will be deemed to have relied upon that misrepresentation and will have a right of action for damages against the Corporation, the promoters and "directors" (as defined in The Securities Act, 1988 (Saskatchewan)) of the Corporation, every person or company whose consent has been filed with this Offering Memorandum or amendment thereto but only with respect to reports, opinions or statements that have been made by them, every person who signed this Offering Memorandum or any amendment thereto, and every person who or company that sells the securities on behalf of the Corporation under this Offering Memorandum or amendment thereto.

Alternatively, where the purchaser purchased the securities from the Corporation, the purchaser may elect to exercise a right of rescission against the Corporation.

In addition, where an individual makes a verbal statement to a prospective purchaser that contains a misrepresentation relating to the securities and the verbal statement is made either before or contemporaneously with the purchase of the securities, the purchaser has a right of action for damages against the individual who made the verbal statement.

No persons or company is liable, nor does a right of rescission exist, where the persons or company proves that the purchaser purchased the securities with knowledge of the misrepresentation. In an action for damages, no persons or company will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied on.

No action shall be commenced to enforce these rights more than:

(i) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or
(ii) in the case of any action, other than an action for rescission, the earlier of one year after the purchaser first had knowledge of the facts giving rise to the cause of action or six years after the date of the transaction that gave rise to the cause of action.

These rights are (i) in addition to and do not derogate from any other right the purchaser may have at law; and (ii) subject to certain defences as more particularly described in The Securities Act, 1988 (Saskatchewan).

Statutory Rights of Action for Subscribers in the Province of Manitoba

In the event that this Offering Memorandum (including any amendment hereto) delivered to a purchaser of Bonds resident in Manitoba, contains a misrepresentation and it is a misrepresentation at the time of purchase, the purchaser shall be deemed to have relied upon the misrepresentation and shall have, in addition to any other rights they may have at law:

(a) a right of action for damages against
- (i) the Corporation,
- (ii) every director of the Corporation at the date of this Offering Memorandum (collectively, the "Directors"), and
- (iii) every person or company who signed this Offering Memorandum (collectively, the "Signatories"); and
(b) a right of rescission against the Corporation.

If a misrepresentation is contained in a record incorporated by reference in, or is deemed to be incorporated into this Offering Memorandum, the misrepresentation is deemed to be contained in this Offering Memorandum. A purchaser may elect to exercise a right of rescission against the Corporation, in which case the purchaser will have no right of action for damages against the Corporation, Directors or Signatories. The Corporation, the Directors and Signatories will not be liable if they prove that the purchaser purchased Bonds with knowledge of the misrepresentation.

All persons or companies referred to above that are found to be liable or accept liability are jointly and severally liable. A person or company who is found liable to pay a sum in damages may recover a contribution, in whole or in part, from a person who is jointly and severally liable to make the same payment in the same cause of action unless, in all the circumstances of the case, the court is satisfied that it would not be just and equitable.

A Director or Signatory will not be liable:

1. if they prove this Offering Memorandum was sent or delivered to the purchaser without their knowledge or consent and, on becoming aware of its delivery, gave reasonable notice to the Corporation that it was delivered without their knowledge and consent;
1. if they prove that, after becoming aware of a misrepresentation in this Offering Memorandum, they withdrew their consent to this Offering Memorandum and gave reasonable notice to the Corporation of their withdrawal and the reasons therefore;
1. if, with respect to any part of this Offering Memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, opinion or statement of an expert ("Expert Opinion"), such person proves they did not have any reasonable grounds to believe and did not believe that there was a misrepresentation or that the relevant part of this Offering Memorandum did not fairly represent the Expert Opinion or was not a fair copy of, or an extract from, such Expert Opinion; or
1. with respect to any part of this Offering Memorandum not purporting to be made on an expert's authority, or not purporting to be a copy of, or an extract from an Expert Opinion, unless the Director or Signatory
- (i) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or
- (ii) believed there had been a misrepresentation.

In an action for damages, the Corporation, the Directors and Signatories will not be liable for all or any part of the damages that they prove do not represent the depreciation in value of the Bonds as a result of the misrepresentation relied upon. The amount recoverable under the right of action shall not exceed the price at which the Bonds were offered for sale.

A purchaser of Bonds to whom this Offering Memorandum was not delivered prior to such purchase in circumstances where such Offering Memorandum was required to be delivered has a right of rescission or a right of action for damages against the Corporation or any dealer who failed to deliver the Offering Memorandum within the prescribed time.

A purchaser of Bonds to whom the Offering Memorandum is required to be sent may rescind the contract to purchase the Bonds by sending a written notice of rescission to the Corporation not later than midnight on the second day, excluding Saturdays, Sundays and statutory holidays, after the purchaser signs the agreement to purchase the Bonds. Unless otherwise provided under applicable securities legislation, no action shall be commenced to enforce a right of action unless the right is exercised not later than:

(a) in the case of rescission, 180 days from the day of the transaction that gave rise to the cause of action; or
(b) in the case of an action, other than an action for rescission, the earlier of
- (i) 180 days from the day the purchaser first had knowledge of the facts giving rise to the cause of action;or
- (ii) two years from the day of the transaction that gave rise to the cause of action.

The rights discussed above are in addition to, and without derogation from, any other right or remedy which purchasers may have at law and are intended to correspond to the provisions of The Securities Act (Manitoba) and are subject to the defences contained therein.

Statutory Rights of Action of Purchasers in Ontario

Section 6.2 of Ontario Securities Commission Rule 45-501 ("Rule 45-501") provides that when an offering memorandum is delivered to a prospective purchaser resident in the Province of Ontario to whom securities are sold in reliance upon the prospectus exemption contained in section 2.3 [accredited investor] of National Instrument 45- 106, the right of action referred to in Section 130.1 of the Securities Act (Ontario) (the "Act") shall be described in the offering memorandum.

Section 130.1 of the Act and Rule 45-501 provide that in the event that this Offering Memorandum, together with any amendments hereto, is delivered to a prospective purchaser in the Province of Ontario and contains an untrue statement of a material fact or omits to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made, a purchaser in Ontario who purchases securities offered by this Offering Memorandum (other than a purchaser purchasing under the accredited investor exemption that is a Canadian financial institution or a Schedule III Bank, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada) or a subsidiary of any such entity if the such entity owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) will have a right of action against the Corporation for damages or rescission as follows:

(a) the right of action for rescission or damages will be exercisable by an investor resident in Ontario, only if the investor gives written notice to the Corporation, not later than 180 days after the date on which payment was made for the securities (or after the initial payment was made for the securities, where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to or concurrently with the initial payment), that the investor is exercising this right, or alternatively, in an action for damages, the right of action will be exercisable by an investor only if the investor gives notice to the Corporation not later than the earlier of:
- (i) 180 days after the investor had knowledge of the facts giving rise to the course of action; or
- (ii) three years after the date of the transaction giving rise to the cause of action;
(b) the Corporation will not be liable if it proves that the investor purchased securities with knowledge of the misrepresentation;
(c) in the case of an action for damages, the Corporation will not be liable for all or any portion of such damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation that the investor relied upon;
(d) in no case will the amount recoverable in any action exceed the price at which the securities were sold to the investor; and
(e) the rights of action for rescission or damages are in addition to and without derogation from any other right the investor may have at law.

Reference is made to the Securities Act (Ontario) for the complete text of the provisions under which these rights are conferred and this summary is subject to the express provisions of the Securities Act (Ontario).

Statutory Rights of Action of Purchasers in Newfoundland & Labrador

In addition to any other right or remedy available to you at law, if there is a misrepresentation in this Offering Memorandum, you have a contractual right to sue:

(a) to cancel your agreement to buy these Bonds; or
(b) for damages.

This contractual right to sue is available to you whether or not you relied on the misrepresentation. If you choose to rescind your purchase, you cannot then sue for damages. In addition, in an action for damages, the defendant will not be liable for all or any portion of damages that it proves do not represent the depreciation in value of your Bonds as a result of the misrepresentation. Furthermore, the amount recoverable in an action for damages will not exceed the price at which the Bonds were offered. There are various defences available to the Corporation should you exercise a right to sue. For example, it has a defence if you knew of the misrepresentation when you purchased the Bonds.

Time limitations

If you intend to rely on the rights described above, you must do so within strict time limitations.

In Newfoundland and Labrador, you must commence your action to rescind your agreement to purchase Bonds within 180 days after you signed the agreement to purchase the Bonds or commence your action for damages within the earlier of:

1. 180 days after learning of the misrepresentation, or
1. three years after the transaction.

Statutory Rights of Action for Subscribers in the Province of New Brunswick

If this Offering Memorandum or any information relating to the offering provided to the Subscriber of the securities thereto or any advertising or sales literature used in connection therewith contains a misrepresentation, every Subscriber of Bonds resident in New Brunswick purchasing Bonds pursuant to this Offering Memorandum shall be deemed to have relied on the representation, if it was a misrepresentation at the time of purchase, and will have a right of action, in addition to any other rights they may have at law, for damages against the Corporation. Alternatively, where the Subscriber purchased the Bonds from the Corporation, the Subscriber may elect to exercise a right of rescission against the Corporation, in which case the Subscriber shall have no right of action for damages against the Corporation.

In addition, if advertising or sales literature is relied upon by a Subscriber in connection with a purchase of Bonds, the Subscriber shall also have a right of action for damages or rescission against every promoter of the Corporation.

In addition, where an individual makes a verbal statement to a prospective Subscriber that contains a misrepresentation relating to the Bonds and the verbal statement is made either before or contemporaneously with the purchase of the Bonds, the Subscriber has a right of action for damages against the individual who made the verbal statement.

No such individual will be liable if:

(a) that individual can establish that he or she cannot reasonably be expected to have known that his or her statement contained a misrepresentation; or
(b) no individual is liable if, prior to the purchase of the securities by the Subscriber, that individual notified the Subscriber that the individual's statement contained a misrepresentation.

Neither the Corporation nor any promoter, person or company referred to above will be liable, whether for misrepresentations in the Offering Memorandum, any advertising or sales literature or in a verbal statement:

(a) if the Corporation or such promoter, person or company proves that the Subscriber purchased the Bonds with knowledge of the misrepresentation;
(b) in an action for damages, for all or any portion of the damages that the Corporation or such promoter, person or company proves do not represent the depreciation in value of the Bonds as a result of the misrepresentation relied on.

No person, other than the Corporation, is liable for misrepresentations in any advertising or sales literature if the person proves:

(a) that the advertising or sales literature was disseminated without the person's knowledge or consent and that, on becoming aware of its dissemination, the person gave reasonable general notice that it was so disseminated,
(b) that, after the dissemination of the advertising or sales literature and before the purchase of the securities by the Subscriber, on becoming aware of any misrepresentation in the advertising or sales literature the person withdrew the person's consent to it and gave reasonable general notice of the withdrawal and the reason for the withdrawal, or
(c) that, with respect to a false statement purporting to be a statement made by an official person or contained in what purports to be a copy of, or an extract from, a public official document, it was a correct and fair representation of the statement or copy of, or extract from, the document, and the person had reasonable grounds to believe and did believe that the statement was true.

No person, other than the Corporation, is liable with respect to any part of the advertising or sales literature not purporting to be made on the authority of an expert and not purporting to be a copy of or, an extract from, a report, opinion or statement of an expert unless the person:

(a) failed to conduct such reasonable investigation as to provide reasonable grounds for a belief that there had been no misrepresentation, or
(b) believed there had been a misrepresentation.

Any person who at the time the advertising or sales literature was disseminated, sells securities on behalf of the Corporation with respect to which the advertising or sales literature was disseminated is not liable if that person can establish that the person cannot reasonably be expected to have had knowledge that the advertising or sales literature was disseminated or contained a misrepresentation.

In no case will the amount recoverable by a Subscriber exceed the price at which Bonds were sold to the Subscriber.

In New Brunswick, no action may be commenced to enforce such right of action unless the right is exercised:

(a) in the case of an action for rescission, 180 days after the date the Subscriber purchased the Bonds; and
(b) in the case of any action, other than an action for rescission, the earlier of
- (i) one (1) year after the Subscriber first had knowledge of the facts giving rise to the cause of action, or
- (ii) six (6) years after the date the Subscriber purchased the Bonds.

Statutory Rights of Action for Subscribers in the Province of Nova Scotia

If this Offering Memorandum or any amendment thereto or any advertising or sales literature (as defined in the Securities Act (Nova Scotia)) used in connection therewith contains a misrepresentation, every Subscriber resident in Nova Scotia of Bonds in reliance on an exemption under the Securities Act (Nova Scotia), the regulations thereunder or a decision of the Nova Scotia Securities Commission pursuant to this Offering Memorandum shall be deemed to have relied on the representation, if it was a misrepresentation at the time of purchase, and has a right of action, in addition to any other rights they may have at law, for damages against the Corporation, every director of the Corporation at the date of the Offering Memorandum, and every person who signed this Offering Memorandum, but may elect (while still the owner of any of the Bonds that they purchased) to exercise a right of rescission against the Corporation, in which case he or she shall have no right of action for damages, provided that:

(a) neither the Corporation, its directors nor anyone signing this Offering Memorandum will be liable if the Corporation or such person or company proves that the Subscriber purchased the Bonds with knowledge of the misrepresentation;
(b) no person or company signing this Offering Memorandum will be liable with respect to any part of the Offering Memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless such person or company
- (i) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or
- (ii) believed there had been a misrepresentation;
(c) in an action for damages, neither the Corporation, its directors nor anyone signing this Offering Memorandum will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Bonds as a result of the misrepresentation relied upon;
(d) in no case shall the amount recoverable under the right of action described herein exceed the price at which the Bonds were sold to the Subscriber.

No action shall be commenced to enforce these rights more than 180 days after the date on which payment was made for the Bonds.

Statutory Rights of Action for Subscribers in the Province of Prince Edward Island

If this Offering Memorandum contains a misrepresentation when a Subscriber resident in Prince Edward Island buys Bonds, securities legislation in Prince Edward Island provides that every such Subscriber has, without regard to whether the Subscriber relied on the misrepresentation, a right of action for damages against the Corporation, every director of the Corporation at the date of the Offering Memorandum, and every person or company who signed this Offering Memorandum, but may elect (while still the owner of any of the Bonds that they purchased) to exercise a right of rescission against the Corporation in which case the Subscriber shall have no right of action for damages, provided that:

(a) neither the Corporation, its directors nor anyone signing this Offering Memorandum will be liable if the Corporation or such person or company proves that the Subscriber purchased the Bonds with knowledge of the misrepresentation;
(b) in an action for damages, neither the Corporation, its directors nor anyone signing this Offering Memorandum will be liable for all or any portion of such damages if the Corporation or such person or company proves that they do not represent the depreciation in value of the Bonds as a result of the misrepresentation relied on; and
(c) the amount recoverable under this right of action must not exceed the price at which the Bonds purchased by the Subscriber were offered.

In Prince Edward Island, no action may be commenced to enforce such right of action described above unless the right is exercised:

(a) in the case of action for rescission, no later than 180 days from the date the Subscriber purchased the Bonds; or
(b) in the case of any action, other than an action for rescission, not later than the earlier of:
- (i) 180 days from the day that the Subscriber first had knowledge of the facts giving rise to the cause of action, or
- (ii) three (3) years from the day the Subscriber purchased the Bonds.

Statutory Rights of Action for Subscribers in the Northwest Territories

If an Offering Memorandum contains a misrepresentation, a Subscriber who purchases a security offered by the Offering Memorandum during the period of distribution has, without regard to whether the Subscriber relied on the misrepresentation, a right of action for damages against the Corporation, the selling holder of a Bond on whose behalf the distribution is made, every director of the Corporation at the date of the Offering Memorandum, and every person who signed the Offering Memorandum. If an Offering Memorandum contains a misrepresentation, a Subscriber who purchases a security offered by the Offering Memorandum during the period of distribution has a right of action for rescission against the Corporation or the selling security holder on whose behalf the distribution is made. If the Subscriber elects to exercise a right of action for rescission, the Subscriber shall have no right of action for damages.

A defendant is not liable if he or she proves that the Subscriber purchased the securities with knowledge of the misrepresentation. A person, other than the Corporation and selling security holder, is not liable if he or she proves that:

(a) the Offering Memorandum was sent to the Subscriber without the person's knowledge or consent and that, on becoming aware of its being sent, the person had promptly given reasonable notice to the issuer that it had been sent without the knowledge and consent of the person;
(b) the person, on becoming aware of the misrepresentation in the Offering Memorandum, had withdrawn their consent to the Offering Memorandum and given reasonable notice to the Corporation of the withdrawal and the reason for it;
(c) with respect to any part of the Offering Memorandum purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person had no reasonable grounds to believe and did not believe that:
- (i) there had been a misrepresentation, or
- (ii) the relevant part of the Offering Memorandum:
  - (1) there had been a misrepresentation, or
  - (2) the relevant part of the offering memorandum did not fairly represent the report, statement or opinion of the expert, or was not a fair copy of, or an extract from, the report, statement or opinion of the expert.

A defendant, other than the Corporation and selling holder of a Bond, is not liable with respect to any part of an Offering Memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, unless the person:

A. failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no misrepresentation; or
B. believed that there had been a misrepresentation.

A defendant is not liable with respect to a misrepresentation in forward-looking information if the offering memorandum containing the forward-looking information also contains, proximate to the forward-looking information,

(a) reasonable cautionary language identifying the forward-looking information as such forecast or projection in the forward-looking information; and
(b) a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and
(c) reasonable cautionary language identifying the forward-looking information as such forecast or projection in the forward-looking information; and
(d) a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and
(e) the person had a reasonable basis for drawing the conclusions or making the forecasts or projections set out in the forward-looking information.

In an action for damages, the defendant is not liable for any damages that the defendant proves do not represent the depreciation in value of the Bonds resulting from the misrepresentation. The amount recoverable by a plaintiff must not exceed the price at which the Bonds purchased by the plaintiff were offered. The right of action for rescission or damages is in addition to and without derogation from any other right the Subscriber may have at law. If a misrepresentation is contained in a record incorporated by reference in, or deemed to be incorporated into, an Offering Memorandum, the misrepresentation is deemed to be contained in the Offering Memorandum.

Statutory Rights of Action for Subscribers in the Yukon Territory

In addition to any other right or remedy available to you at law, if there is a misrepresentation in this Offering Memorandum, then you have a statutory right to sue in Yukon:

(a) for the Corporation to cancel your agreement to buy these securities; or
(b) for damages against the Corporation, every person who was a director of the Corporation at the date of this Offering Memorandum and any other person who signed this Offering Memorandum.

This statutory right to sue is available to you whether or not you relied on the misrepresentation. If you choose to rescind your purchase, you cannot then sue for damages. In addition, in an action for damages, the defendant will not be liable for all or any portion of damages that it proves do not represent the depreciation in value of your securities as a result of the misrepresentation. Furthermore, the amount recoverable in an action for damages will not exceed the price at which the securities were offered. There are various defences available to the persons or companies that you have a right to sue. For example, they have a defence if you knew of the misrepresentation when you purchased the securities.

The defendant will not be liable for a misrepresentation in forward-looking information if the Corporation proves that:

(a) this Offering Memorandum contains reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information;and
(b) the Corporation has a reasonable basis for drawing the conclusion or making the forecasts and projections set out in the forward-looking information.

However, in Yukon, the above defence does not relieve a person of liability respecting forward-looking information in a financial statement required to be filed under Yukon securities laws.

If you intend to rely on the statutory right to sue described above, you must do so within strict time limitations.

In Yukon, you must commence your action to cancel the agreement within 180 days after the transaction or commence your action for damages within the earlier of:

(i) 180 days after learning of the misrepresentation, or
(ii) three years after the transaction.

Statutory Rights for Failure to Deliver the Offering Memorandum in Yukon

If you reside in Yukon and you did not receive a copy of this Offering Memorandum before you signed your Subscription Agreement, you have a right to sue for damages, or if you still own your securities, you can choose to cancel your agreement instead of suing for damages.

Statutory Rights of Action for Subscribers in the Nunavut Territory

In addition to any other right or remedy available to you at law, if there is a misrepresentation in this Offering Memorandum, you have a statutory right to sue in Nunavut:

(a) the Corporation to cancel your agreement to buy the Bonds; or
(b) for damages against the Corporation, any selling security holder on whose behalf the distribution is made, any director of the Corporation (who was a director at the date of this Offering Memorandum), and any person who signed this Offering Memorandum.

This statutory right to sue is available to you whether or not you relied on the misrepresentation. If you choose to rescind your purchase, you cannot then sue for damages. In addition, in an action for damages, the defendant will not be liable for all or any portion of damages that it proves do not represent the depreciation in value of your securities as a result of the misrepresentation. Furthermore, the amount recoverable in an action for damages will not exceed the price at which the securities were offered. There are various defences available to the persons or companies that you have a right to sue. For example, they have a defence if they prove that you knew of the misrepresentation when you purchased the securities.

The defendant will not be liable for a misrepresentation in forward-looking information if the Corporation proves that:

(a) this Offering Memorandum contained, proximate to the forward-looking information, reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and
(b) the Corporation has a reasonable basis for drawing the conclusion or making the forecasts and projections set out in the forward-looking information.

If you intend to rely on the statutory rights to sue described above, you must do so within strict time limitations.

In Nunavut, you must commence your action to cancel the agreement to purchase securities within 180 days after the transaction or commence your action for damages within the earlier of:

(i) 180 days after learning of the misrepresentation, or
(ii) three years after the transaction.

The securities laws of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, Yukon, Nunavut and Northwest Territories are complex. Reference should be made to the full text of the provisions summarized above relating to rights of action.

Subscribers should consult their own legal advisers with respect to their rights and the remedies available to them.

THE FOREGOING IS A SUMMARY ONLY AND SUBJECT TO INTERPRETATION. REFERENCE SHOULD BE MADE TO THE APPLICABLE SECURITIES LEGISLATION, THE REGULATIONS AND THE RULES THEREUNDER FOR THE COMPLETE TEXT OF THE PROVISIONS UNDER WHICH THE FOREGOING RIGHTS ARE CONFERRED. THE FOREGOING SUMMARY IS SUBJECT TO THE EXPRESS PROVISIONS THEREOF.

ITEM 12 - FINANCIAL STATEMENTS

12.1 Financial Statements of the Corporation

FINANCIAL STATEMENTS DECEMBER 31, 2021

INDEX

Independent Auditor's Report	1 - 3
Statement of Financial Position	4
Statement of Changes in Shareholders' Equity (Deficiency)	5
Statement of Comprehensive Income	6
Statement of Cash Flows	7
Notes to the Financial Statements	8 - 28

Page

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Limestone Loan Capital Corporation

Opinion

We have audited the accompanying financial statements of Limestone Loan Capital Corporation (the "Company") which comprise the statement of financial position as at December 31, 2021 and the statement of comprehensive income, statement of changes in shareholders' equity (deficiency) and statement of cash flows for the year then ended, and notes to the financial statements including a summary of significant 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, 2021, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards ("IFRS").

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 on 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.

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 IFRS, 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.

Independent Auditor's Report Page 2

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 judgement 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.

Independent Auditor's Report Page 3

· 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.

The engagement partner on the audit resulting in this auditor's report is John Cleveland-Iliffe CPA, CA.

Chartered Professional Accountants Licensed Public Accountants

Toronto, Ontario March 30, 2022

STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31, 2021

	2021	2020
ASSETS
CurrentCashInterest and lender fees receivable, note 13Prepaid expensesDeferred income tax asset, note 14Current portion of loans and advances receivable, net, note 3	$334,403103,1493,013243,152172,900856,617	$199,77533,0585,81584,727-323,375
Long-termLoans and advances receivable, net, note 3	12,311,312$ 13,167,929	4,420,615$4,743,990
LIABILITIES
CurrentAccounts payable and accrued liabilities, notes 4 and 13Income taxes payable, note 14Current portion of bonds payable, net, notes 7 and 13Due to related party, note 5Amounts from pre-bond closing, note 6Loan payable	$105,30134,891172,900263,059225,000-801,151	$41,77892,109-2,80290,00060,000286,689
Long-termLong-term debt, net, notes 7 and 13	12,189,30812,990,459	4,411,7144,698,403
Commitments, note 8
SHAREHOLDERS' EQUITY
Share capital, note 9Retained earnings	300177,170177,470	20045,38745,587
Approved on behalf of the Company:	$ 13,167,929	$4,743,990
_____________________________________________ Director

See accompanying notes to the financial statements

_____________________________________________ Director

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY) FOR THE YEAR ENDED DECEMBER 31, 2021

	ShareCapital	RetainedEarnings(Deficiency)	TotalShareholders'Equity(Deficiency)
Balance, January 1, 2021	$200	$45,387	$45,587
Net income for the year	-	181,783	181,783
Dividends paid	-	(50,000)	(50,000)
Issuance of shares, note 9	100	-	100
Balance, December 31, 2021	$300	$177,170	$177,470

Balance, January 1, 2020	$200	$(9,724)	$(9,524)
Net income for the year	-	55,111	55,111
Balance, December 31, 2020	$200	$45,387	$45,587

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2021

	2021	2020

Revenue
Interest, note 13	$907,046	$385,508
Lender fees, notes 8 and 13	824,936	410,170
Amortization of loan discount, note 13	389,496	31,415
	2,121,478	827,093
Expenses
Financing expenses reimbursed, notes 8 and 13	801,764	345,289
Bond interest expense, note 13	671,947	295,585
Amortization on bond discount, note 13	276,393	22,514
Advertising and promotion	47,294	20,876
Professional fees	33,779	27,600
Trustee fees, note 8	19,080	13,696
Office and general	7,155	5,833
Director fees, note 8	6,250	5,000
Insurance	4,431	4,431
Target annual fees, notes 8 and 13	2,802	8,890
Interest and bank charges	1,443	703
	1,872,338	750,417
Income before provision for income taxes	249,140	76,676
Provision for income taxes, note 14
- Current	225,782	92,109
- Deferred	(158,425)	(70,544)
	67,357	21,565
Comprehensive income for the year	$181,783	$55,111

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2021

	2021	2020

Cash flows from (used in) operating activitiesComprehensive income (loss) for the year	$181,783	$55,111
Adjustments for:
Amortization of loan discount (i)	(389,496)	(31,415)
Amortization of bond discount (i)	276,393	22,514
Deferred income taxes	(158,425)	(70,544)
	(89,745)	(24,334)

Changes in non-cash working capital balances:
Increase in interest and lender fees receivable	(70,091)	(25,985)
Decrease (increase) in prepaid expenses	2,802	(3,315)
Increase in accounts payable and accrued liabilities	63,523	21,262
Net change in income taxes payable	(57,218)	81,529
Increase in loans receivable (i)	(7,674,100)	(3,378,600)
Proceeds from bond issuances (i)	7,674,100	3,378,600
Cash flows provided from (used in) operating activities	(150,729)	49,157
Cash flows from financing activities
Proceeds from (repayment of) loan payable	(60,000)	60,000
Proceeds from pre-bond closings	135,000	90,000
Issuance of share capital	100	-
Increase (decrease in) advances due to related party	260,257	(3,448)
Dividends paid	(50,000)	-
Cash flows from financing activities	285,357	146,552
Net increase in cash	134,628	195,709
Cash, beginning of year	199,775	4,066
Cash, end of year	$334,403	$199,775

(i) Non-cash transaction include the amortized discount on loans receivable in the amount of $389,496 (2020 - $31,415) and the amortized discount on bonds payable in the amount of $276,393 (2020 - $22,514).

Interest received	$873,533	$370,009
Interest paid	$649,256	$283,909

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

1. NATURE OF BUSINESS

Limestone Loan Capital Corporation ("the Company") was incorporated under the laws of the Province of Ontario on March 22, 2019. The Company was established for the purposes of providing 2394260 Ontario Inc. (operating under the trade name of SkyCap Financial, "SCF"), an entity ultimately controlled by the president and director of the Company, with capital to grow their portfolio of consumer loans. The Company is raising capital through an offering memorandum solicited by an Exempt Market Dealer and is lending the capital raised to SCF and retaining a spread. The Company's registered office is 1020 Bayridge Drive, Suite 209, Kingston, Ontario, K7P 2S2.

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

These financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB").

These financial statements were authorized to issue by the Board of Directors on March 30, 2022.

Basis of preparation

These financial statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

These financial statements have been prepared on the basis of IFRS standards that are published at the time of preparation and that are effective as at December 31, 2021. The Company's annual reporting date is December 31.

These financial statements are presented in the functional currency of the Company, Canadian dollars.

Financial instruments

IFRS 9, Financial Instruments – Classification and Measurement ("IFRS 9") requires financial assets to be classified as amortized cost, fair value through profit or loss ("FVTPL"), or fair value through other comprehensive income ("FVOCI") based on the entity's business model for managing financial assets and the contractual cash flow characteristics of these assets. Assessment of the business model approach in use is an accounting judgment. Fair value changes for financial liabilities at FVTPL, which are attributable to changes in the entity's own credit risk, are to be presented in other comprehensive income unless they affect amounts recorded in income. Financial assets and liabilities are recognized in the financial statements when the Company becomes a party to the contractual provisions of the instruments. The Company has designated its cash as financial assets at FVTPL, which is measured at fair value.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)

Financial instruments (Continued...)

Financial Assets

The Company only measures debt instruments at amortized cost if both of the following conditions are met:

The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows;
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest ("SPPI") on the principal amount outstanding.

Business model assessment:

The Company determines its business model at the level that best reflects how it manages groups of financial assets to achieve its business objective. The business model is not assessed on an instrument-byinstrument basis, but at a higher level of aggregated portfolios and is based on observable factors such as:

How the performance of the business model and the financial assets held within that business model are evaluated and reported to the entity's key management personnel;
The risks that affect the performance of the business model (and the financial assets held within that business model) and, in particular, the way those risks are managed;
How managers of the business are compensated (for example, whether the compensation is based on the fair value of the assets managed or on the contractual cash flows collected); and
The expected frequency, value and timing of sales.

The SPPI test:

As a second step of its classification process, the Company assesses the contractual terms of financial instruments to identify whether they meet the SPPI test.

"Principal" for the purpose of this test is defined as the fair value of the financial asset at initial recognition and may change over the life of the financial asset (for example, if there are repayments of principal or amortization of the premium/discount).

In contrast, contractual terms that introduce more than a minimal exposure to risks or volatility in the contractual cash flows that are unrelated to a basic lending arrangement do not give rise to contractual cash flows that are SPPI on the principal amount outstanding. In such cases, the financial asset is required to be measured at FVTPL.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)

Financial instruments (Continued...)

The SPPI test (Continued...)

The Company has performed the business model assessment and SPPI test and concluded that the interest and lenders fees receivable and loans receivable are financial assets carried at amortized cost.

IFRS 9 requires that an entity recognizes an allowance for expected credit losses on financial assets which are measured at amortized costs or FVOCI. Financial assets held by the Company which are measured at FVTPL are not subject to the impairment requirements.

The Company applies an expected credit loss ("ECL") model, where credit losses that are expected to transpire in future years irrespective of whether a loss event has occurred or not as at the statement of financial position date, are provided for. The Company assesses and segments its loan portfolio into performing (Stage 1), under-performing (Stage 2) and non-performing (Stage 3) categories as at each statement of financial position date. Loans are categorized as under-performing if there has been a significant increase in credit risk. The Company utilizes internal risk rating changes, delinquency and other identifiable risk factors to determine when there has been a significant increase or decrease in the credit risk of a loan. Indicators of a significant increase in credit risk include a recent degradation in internal Company risk rating based on the non-sufficient fund ("NSF") transactions on quarterly interest payments, custom delinquency, and inability to repay principal balance at maturity as per loan's terms. Under-performing loans are recategorized to performing only if there is deemed to be a substantial decrease in credit risk. Loans are categorized as non-performing if there is objective evidence that such loans will likely charge-off in the future which the Company has determined to be when loans are delinquent for greater than 30 days. For performing loans, the Company is required to record an allowance for loan losses equal to the expected losses on that group of loans over the ensuing twelve months. For under-performing and non-performing loans, the Company is required to record an allowance for loan losses equal to the expected losses on those groups of loans over their remaining life.

The Company does not provide any additional credit to borrowers who are delinquent. In order for additional credit to be advanced to a borrower, they must be current on their pre-existing loan and meet the Company's credit and underwriting requirements.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)

Financial instruments (Continued...)

The SPPI test (Continued...)

The key inputs in the measurement of ECL allowances are as follows:

The probability of default is an estimate of the likelihood of default over a given time horizon;
The exposure at default is an estimate of the exposure at a future default date;
The loss given default is an estimate of the loss arising in the case where a default occurs at a given time; and
Forward-looking indicators ("FLIs").

Ultimately, the ECL is calculated based on the probability weighted expected cash collected shortfall against the carrying value of the loan and considers reasonable and supportable information about past events, current conditions and forecasts of future events and economic conditions that may impact the credit profile of the loans. Forward-looking information is considered when determining significant increase in credit risk and measuring expected credit losses. Forward-looking macroeconomic factors are incorporated in the risk parameters as relevant. From an analysis of historical data, the Company has identified and reflected in its ECL allowance those relevant FLIs variables that contribute to credit risk and losses within the Company's loan portfolio. Within the Company's loan portfolio, the most highly correlated variables are general economic conditions including but not limited to, unemployment rates, individual bankruptcy and insolvency rates, consumer debt-to-income indicators, mortgage and other key lending rates, and the rates of inflation.

With respect to financial statements items classified as loans and receivable, the Company considers both historical analysis and forward-looking information in determining expected credit losses. As at the year end date, all loans and receivables are due to be settled at their maturity. The Company considers the probability of default and the capacity of counterparties to meet their contractual obligation in the near term.

Financial liabilities

Financial liabilities are classified as measured at amortized cost or fair value through profit or loss ("FVTPL"). A financial liability is classified as at FVTPL if it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense is recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

The Company classifies accounts payable and accrued liabilities, due to related party, amounts from prebond closing, and long-term debt as measured at amortized cost.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)

Financial instruments (Continued...)

Derecognition of financial instruments

A financial asset is derecognized when the rights to receive cash flows from the asset have expired or the Company has transferred substantially all of the risks and rewards of the asset. The Company assesses at each reporting date whether there is any objective evidence that a financial asset is impaired, the impairment provision is based upon the expected loss.

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if there is currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously. Quantitative information on the impact on the Company's statement of financial position if all amounts were set off is required.

Cash

Cash consists of cash on deposit. Amounts are carried at fair value.

Share Capital

Common shares

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

Preferred shares

Preferred shares are classified as equity if they are non-redeemable, or redeemable only at the Company's option, and any dividends are discretionary. Dividends thereon are recognized as distributions within the statement of equity.

Preferred shares are classified as liabilities if they are redeemable on a specific date or at the option of the shareholders, or if dividend payments are not discretionary. Dividends thereon are recognized as interest expenses in profit or loss as accrued.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)

Financial instruments (Continued...)

Income taxes

Income tax on the profit or loss for the period presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to taxes payable with regards to previous years.

Deferred tax is recorded using the statement of financial position liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a future tax asset will be recovered, it provides a valuation allowance against that excess.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates and other sales tax or duty.

Interest from loans receivable is recognized in the period in which it is earned if it is probable the Company will collect the interest.

The Company recognizes lender fees income in accordance with contractual agreements, as the fees are earned and when collection is reasonably assured. Refer to note 8.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)

Financial instruments (Continued...)

Provisions

The Company recognizes a provision, if as a result of a prior event, the Company has a current obligation requiring the outflow of resources to settle. Provisions are recorded at the Company's best estimates of the most probable outcome of any future settlement.

Critical judgements and estimates

The preparation of financial statements in conformity with International Financial Reporting Standards, requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of financial statements, and the reported amounts of revenues and expenses during the reporting period. The following discusses the most significant accounting judgments and estimates that the Company has made in preparing the financial statements:

Allowance for credit losses

Expected credit losses method is applied in determining the allowance for credit losses on loans receivable. The key inputs in the measurement of ECL allowances, all of which are subject to accounting judgments, estimates and assumptions are discussed in note 2.

Changes in accounting policies

Upcoming changes in accounting policies

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1, Presentation of Financial Statements ("IAS 1").

On January 23, 2020, the IASB issued amendments to IAS 1, providing a more general approach to the classification of liabilities based on the contractual agreements in place at the reporting date. The amendments apply to annual reporting periods beginning on or after January 1, 2023. Earlier adoption is permitted.

The amendments to IAS 1 affect only the presentation of liabilities in the statement of financial position and seek to clarify that the classification of liabilities as current or non-current should be based on the rights that are in existence at the end of the reporting period. Further, the amendments make clear that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability and that the settlement of a liability refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The Corporation is currently evaluating the impact of new standard on its financial statements.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

3. LOANS RECEIVABLE

	2021	2020
Series A loans receivable from SCF, bearing interest at 15%per annum with quarterly interest payments, secured by ageneral security agreement, principal due between December15, 2022 and June 15, 2023.	$284,800	$284,800
Series B loans receivable from SCF, bearing interest at 15%per annum with quarterly interest payments, secured by ageneralsecurityagreement,principalduebetweenSeptember 15, 2024 and June 15, 2025.	2,143,900	2,143,900
Series C loans receivable from SCF, bearing interest at 15%per annum with quarterly interest payments, secured by ageneralsecurityagreement,principalduebetweenSeptember 15, 2023 and December 15, 2024.	1,551,600	174,900
Series D loans receivable from SCF, bearing interest at 15%per annum with quarterly interest payments, secured by ageneral security agreement, principal due between June 15,2025 and June 15, 2026.	2,893,800	1,052,500
Series G loans receivable from SCF, bearing interest at 15%per annum with quarterly interest payments, secured by ageneralsecurityagreement,principalduebetweenSeptember 15, 2026 and December 15, 2026.	1,526,900	-
Series E zero-coupon loans receivable from SCF, yieldinginterest at 15% per annum compounded quarterly, issued at$224,300 (2020 - $75,000) and due at maturity, secured by ageneralsecurityagreement,facevalueduebetweenDecember 15, 2023 and December 15, 2024.	348,888	116,659
Unamortized discount	(100,926)	(38,980)
	247,962	77,679

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

3. LOANS RECEIVABLE (Continued...)

Series F zero-coupon loans receivable from SCF, yielding interest at 15% per annum compounded quarterly, issued at $2,407,400 (2020 - $658,100) and due at maturity, secured by a general security agreement, face value due between

June 15, 2025 and June 15, 2026.	5,027,018	1,374,213
Unamortized discount	(2,271,815)	(687,377)
	2,755,203	686,836
Series H zero-coupon loan receivable from SCF, yieldinginterest at 15% per annum compounded quarterly, issued at$1,030,600 (2020 - $Nil) and due at maturity, secured by ageneralsecurityagreement,facevalueduebetweenSeptember 15, 2026 and December 15, 2026.	2,152,049	-
Unamortized discount	(1,072,002)	-
	1,080,047	-
Total	12,484,212	4,420,615
Less: Current portion, Series A	(172,900)	-
	$ 12,311,312	$4,420,615

Pursuant to the loan agreement between the Company and SCF, the Company's security on loans receivable from SCF is subordinated to any current and future institutional lenders. As at December 31, 2021, there are no current institutional lenders. As at December 31, 2021, no principal amount has been repaid.

SCF shall, at any time, have the right to repay up to 100% of a loan even though no demand has been made for repayment and even though the term of the loan has not expired, through the payment of the principal amount of the loan, plus three months of additional interest.

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	2021	2020
Accrued interest, note 13Accounts payable and accrued liabilities	$39,45665,845	$16,76525,013
	$105,301	$41,778

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

5. DUE TO RELATED PARTY

The balance due to SCF, is unsecured, bears interest at 15% (2020 - non-interest bearing) and due on demand.

6. AMOUNTS FROM PRE-BOND CLOSING

Amounts represent amounts received from signed subscription agreements prior to the January 2022 bond closing. The balance due is unsecured, non-interest bearing and due on demand.

7. LONG-TERM DEBT

The Company is offering debt securities through an offering memorandum, offering $100 bonds with minimum subscription amount of $25,000, with a maximum aggregate raise of $25,000,000 (2020 - $10,000,000) secured bonds, raised in the following series:

a) Series C Bonds consisting of: secured, three-year term, with eight and a half percent interest per annum payable quarterly.
b) Series G Bonds consisting of: secured, five-year term, with ten and a half percent interest per annum payable quarterly.
c) Series E Bonds consisting of: secured, three-year term, with zero percent interest.
d) Series H Bonds consisting of: secured, five-year term, with zero percent interest.

The company has previously offered:

a) Series A Bonds consisting of: secured, three-year term, with nine percent interest per annum payable quarterly;
b) Series B Bonds consisting of: secured, five-year term, with twelve percent interest per annum payable quarterly. Not all of these Series may be offered currently.
c) Series D Bonds consisting of: secured, five year term, with eleven percent interest per annum payable quarterly.
d) Series F Bonds consisting of: secured, five year term, with zero percent interest.

The Company shall have the right to redeem up to 100% of a bondholder's bonds by providing the bondholder with 30 days written notice of its intention to do so, through the payment of:

a) With respect to Series A, Series B, Series C, Series D and Series G Bonds, the principal amount of the redeemed Bonds and all accrued and unpaid interest thereon to the date of redemption, plus three months of additional interest.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

7. LONG-TERM DEBT (Continued...)

b) With respect to Series E, Series F Bonds and Series H Bonds, the accrued face value amount to the date of redemption plus three months of interest at the effective interest rate on the accrued face value amount.

As at December 31, 2021 the following debt has been issued:

	2021	2020
Series A bonds payable, bearing interest of 9% per annumwith quarterly interest payments, secured, principal duebetween December 15, 2022 and June 15, 2023.	$284,800	$284,800
Series B bonds payable, bearing interest of 12% per annumwith quarterly interest payments, secured, principal duebetween September 15, 2024 and June 15, 2025.	2,143,900	2,143,900
Series C bonds payable, bearing interest of 8.5% per annumwith quarterly interest payments, secured, principal duebetween September 15, 2023 and December 15, 2024.	1,551,600	174,900
Series D bonds payable, bearing interest of 11% per annumwith quarterly interest payments, secured, principal duebetween June 15, 2025 and June 15, 2026.	2,893,800	1,052,500
Series G bonds payable, bearing interest of 10.5% perannum with quarterly interest payments, secured, principaldue between September 15, 2026 and December 15, 2026.	1,526,900	-
Zero-coupon Series E bonds payable, yielding interest of8.5% per annum, compounded quarterly, issued at $224,300(2020 - $75,000) and due at maturity, secured, face valuedue between December 15, 2023 and December 15, 2024.	288,678	96,526
Unamortized discount	(51,279)	(20,008)
	237,399	76,518
Zero-coupon Series F bonds payable, yielding interest of11%perannum,compoundedquarterly,issuedat$2,407,400 (2020 - $658,100), and due at maturity, secured,principal and interest due between June 15, 2025 and June
15, 2026.	4,141,760	1,132,215
Unamortized discount	(1,483,049)	(453,119)
	2,658,711	679,096

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

7. LONG-TERM DEBT (Continued...)

Zero-coupon Series H bonds payable, yielding interest of 10.5% per annum, compounded quarterly, issued at $1,030,600 (2020 - $Nil), and due at maturity, secured, principal and interest due between September 15, 2026 and December 15, 2026. 1,730,428 - Unamortized discount (665,330) - 1,065,098 - 12,362,208 4,411,714 Less: Current portion, Series A (172,900) - $ 12,189,308 $ 4,411,714

Pursuant to the agreement between the Company and the Indenture Trustee, the bonds payable are secured by a general security agreement from the Company.

8. COMMITMENTS

i) The Company has entered into an agreement with Registered Capital Corporation. ("RCC") (2020 - Target Private Markets Inc. ("Target")) to facilitate investment from tax deferred plans in certain debt securities of the Company. The term of the agreement with RCC continues in effect until RCC ceases to be the majority voting shareholder of the Company.

Fees payable to Registered Capital Corporation under the RCC Agreement (2020 - Target Agreement) are as follows:

a) an Annual Fee payable by the Company to RCC in an amount equal to: (i) $2,500; plus (ii) one-half of one percent of any capital raised by the Company from any of the following: Registered Retirement Savings Plan, Registered Retirement Income Fund, Registered Education Savings Plan, or Tax-Free Savings Account (collectively, "Deferred Plan Capital"), outstanding at the date of the anniversary of the RCC Agreement that is in excess of $500,000; plus (iii) applicable taxes.
b) a Capital Raise Fee payable by the Company to RCC in an amount equal to one-half of one percent of the total Deferred Plan Capital raised by the Company in excess of $500,000, plus applicable taxes.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

8. COMMITMENTS (Continued...)

ii) In connection with the Company's securities offering (note 7) the Company has committed to pay selling commissions to agents of; up to six percent of the gross proceeds with respect to the Series A, C, and E Bonds and selling commissions of up to ten percent of the gross proceeds with respect to the Series B, D, G, H and F Bonds. The Company may also pay Exempt Market Dealers up to one percent of the gross proceeds realized from the sale of the Bonds as a dealer administration fee.
iii) The Company has entered into an agreement with Olympia Trust Company ("OTC") to act as an Indenture Trustee for the issuance of secured bonds. The Company will pay the prevailing corporate trust service fees to OTC which may change from time to time for services under the OTC agreement. Current annual fee is $8,000 and the Company also pays transaction fees on a per transaction basis per the terms of the OTC agreement.
iv) The Company is committed to pay the Director a fee of $10,000 (2020 $5,000) per annum paid quarterly.

9. SHARE CAPITAL

Authorized

Unlimited Class A preferred shares, voting, entitled to receive notice of and to attend all meetings of the shareholders of the Company and shall be entitled to one vote per share at all meetings of shareholders. The holders of the shares are not entitled to participate in the profits of the Company and are not entitled to receive any dividends.
Unlimited Class B common shares, non-voting, not entitled to receive notice of, to attend or vote at any meetings of shareholders of the Company. The holders of the shares shall be entitled to receive dividends at the discretion of the directors in the amount per share as determined by the directors at the time of declaration of any such dividend. No dividend may be declared or paid on the shares if payment of the dividend would cause the realizable value of the Company's assets to be less than the aggregate of its liabilities and the amount required to redeem any bonds issued by the Company then outstanding having attached thereto a right of redemption or retraction.
Unlimited Class C common shares, non-voting, not entitled to receive notice of, to attend or vote at any meetings of shareholders of the Company. The holders of the shares shall be entitled to receive dividends at the discretion of the directors in the amount per share as determined by the directors at the time of declaration of any such dividend. No dividend may be declared or paid on the shares if payment of the dividend would cause the realizable value of the Company's assets to be less than the aggregate of its liabilities and the amount required to redeem any bonds issued by the Company then outstanding having attached thereto a right of redemption or retraction.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

9. SHARE CAPITAL (Continued...)

Share capital

		2021	2020
Issued
10,000	Class A preferred shares	$100	$100
10,000	Class B common shares	100	100
10,000Class C Common shares	100	-
		$300	$200

The Company issued 10,000 (2020 - Nil) Class C common shares for gross proceeds of $100 (2020 - $Nil).

10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair value

IFRS 7 requires that the Company disclose information about the fair value of its financial assets and liabilities. Fair value estimates are made at the statement of financial position date based on relevant market information and information about the financial instrument.

Financial assets and liabilities recorded at fair value in the Company's statement of financial position are categorized based upon the level of judgment associated with the inputs used to measure their fair value.

Hierarchical levels, defined by IFRS 7 and directly related to the amount of subjectivity associated with inputs to fair valuation of these financial assets and liabilities, are as follows:

Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices) (Level 2); and
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

The following is a summary of the inputs used as of December 31, 2021 in valuing the Company's financial assets carried at fair values as discussed in note 2:

The Company determined that cash amounting to $334,403 (2020 - $199,775) is the only financial asset carried at fair value and is classified as Level 1.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)

Fair value (Continued...)

The Company's financial instruments consist of cash, interest and lender fees receivable, loans receivable, accounts payable and accrued liabilities, due to related party, amounts from pre-bond closings, and longterm debt. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant market, credit, concentration, interest, currency and liquidity risks arising from these financial instruments except as noted below. The fair value of these financial instruments approximates their carrying value unless otherwise noted.

Risk management

i) Market price risk

Market price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting similar financial instruments traded in the market.

The Company is not currently exposed to market price risk as at December 31, 2021.

ii) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss.

Financial assets which potentially expose the Company to credit risk consist principally of loans receivable and interest and lender fee receivable. The Company seeks to mitigate its exposure to credit risk by performing credit reviews on borrowers on a regular basis.

As at December 31, 2021, the Company had $12,484,212 (2020 - $4,420,615) representing 94.8% (2020 - 93.2%) of the Company's total assets in loans receivable. For the year ended December 31, 2021, 100% (2020 - 100%) of the revenues earned and 100% (2020 - 100%) of the loans receivable, and interest and lender fee receivable, were from SCF. The Company has applied the expected credit loss model as described in note 2 - financial instruments and has concluded that the loans receivable are classified under performing (stage 1) with no interest delinquency issues and principal and interest are due within 12 months. Therefore, $Nil (2020 - $Nil) has been provided for allowance for expected credit losses.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)

Risk Management (Continued...)

iii) Concentration risk

Concentration risk arises as a result of the concentration of exposures within the same category, whether it is product type, industry sector or counterparty type. As at December 31, 2021, $12,484,212 (2020 - $4,420,615) representing 94.8% (2020 - 93.2%) of the Company's total assets have been placed in loans receivable.

iv) Interest rate risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or fair values of financial instruments. The Company has deposits in financial institutions and fixed interest loans receivable and payable with long term maturities; therefore the interest rate risk for the Company is considered minimal.

As at December 31, 2021

Financial assets	Fixed RateFinancial Assets	Non-interestBearing	Total
Loans and receivablesCash	$ 12,484,212-	$103,149334,403	$ 12,587,361334,403
	$ 12,484,212	$437,552	$ 12,921,764
Financial liabilities
Other financial liabilities	$ 12,625,267	$330,301	$ 12,955,568
As at December 31, 2020
Financial assets	Fixed RateFinancial Assets	Non-interestBearing	Total
Loans and receivablesCash	$4,420,615-	$33,058199,775	$4,453,673199,775
	$4,420,615	$232,833	$4,653,448
Financial liabilities
Other financial liabilities	$4,411,714	$194,580	$4,606,294

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)

Risk Management (Continued...)

v) Currency risk

The Company may hold assets and liabilities that are denominated in currencies other than the Canadian dollar - its functional currency. Consequently, the Company is exposed to risks that the exchange rate of its currency relative to other currencies may change in a manner that has an adverse effect on the value of the portion of the Company's assets or liabilities denominated in currencies other than Canadian dollars, absent any changes in market price or investment specific events.

The Company has no material exposure to currency risk as at December 31, 2021.

vi) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from an inability to sell a financial asset quickly at close to fair value. The Company manages liquidity risk by continuously monitoring actual and projected cash flows to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. Loans receivable and long-term debt have matching maturities; therefore, the liquidity risk for the Company is considered minimal.

As at December 31, 2021

Financial assets	0 - 12months	1 - 3years	3 - 5years	Beyond5 years	Indefinitematurity	Total
Loans and receivablesCash	$276,049334,403	$2,749,162-	$9,562,150-	$--	$--	$12,587,361334,403
TotalFinancial liabilities	$610,452	$2,749,162	$9,562,150	$-	$-	$12,921,764
Other financial liabilities	$766,260	$2,738,599	$9,450,709	$-	$-	$12,955,568

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)

Risk Management (Continued...)

vi) Liquidity risk (Continued...)

As at December 31, 2020

Financial assets	0 - 12months	1 - 3years		3 - 5years	Beyond5 years	Indefinitematurity	Total
Loans and receivablesCash	$33,058199,775	$537,379-	$3,883,236	-	$--	$--	$4,453,673199,775
TotalFinancial liabilities	$232,833	$537,379	$3,883,236		$-	$-	$4,653,448
Other financial liabilities	$194,580	$536,218	$3,875,496		$-	$-	$4,606,294

vii) Cash flow risk

Cash flow risk is the risk that future cash flows associated with a monetary financial instrument will fluctuate in amount. In the case of a floating rate debt instrument, such fluctuations will result from a change in the effective interest rate of the financial instrument, usually without a corresponding change in its fair value.

11. CAPITAL MANAGEMENT

The capital of the Company consists of shareholders' equity. The Company's objectives when managing its capital are to create growth in shareholders' equity, to safeguard the Company's ability to continue its operations as a going concern, to allow the Company to respond to changes in economic and/or marketplace conditions and to maintain a flexible capital structure that optimizes the cost of capital at an acceptable risk.

To reach its objectives, the Company will balance its overall capital structure through the issuance of debt and share capital, the payment of dividends and by undertaking other activities as deemed appropriate under specific circumstances.

The Company is not subject to any externally imposed capital requirements. The Company expects that its current capital resources will be sufficient to discharge its liabilities and continue its operations as at December 31, 2021.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

12. KEY MANAGEMENT COMPENSATION

Total compensation, including benefits to employees with responsibilities for strategic planning, oversight and control of the Company's operations amounted to $Nil (2020 - $Nil).

Indirect compensation is reflected in these financial statements under the line item dividends.

Director fees of $6,250 (2020 - $5,000) were incurred by the Company. These transactions are in the normal course of operations and are measured at fair market value.

13. RELATED PARTY TRANSACTIONS

The Company entered into transactions with SCF, an entity ultimately controlled by the president and director of the Company. These transactions are in the normal course of operations and are measured at fair market value.

The following related party transactions have been incorporated into these financial statements:

	2021	2020
Lender fees	$824,936	$410,170
Interest	$907,046	$385,508
Amortization on loan discount	$389,496	$31,415

In addition to loans receivable (note 3) and due to related party (note 5), the following related party balances with SCF have been incorporated into these financial statements:

Interest and lender fees receivable	$103,149	$33,058

The Company entered into transactions with RCC (2020 - Target), the majority Class A preferred shareholder of the Company. These transactions are in the normal course of operations and are measured at fair market value.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

13. RELATED PARTY TRANSACTIONS (Continued...)

The following related party transactions have been incorporated into these financial statements:

	2021	2020
Financing expenses reimbursed	$47,492	$10,511
Target annual fees	$2,802	$8,890

The following related party balances with RCC (2020 - Target) have been incorporated into these financial statements:

Accounts payable and accrued liabilities	$47,492$	3,040

Financing expenses reimbursed of $709,741 (2020 - $283,636) and marketing expenses of $16,380 (2020 - $Nil) were incurred from Rethink and Diversify Securities, an Exempt Market Dealer with certain dealing representatives who hold Class B and C common shares in the Company. Consulting expenses of $22,050 (2020 - $Nil) were incurred from an entity subject to significant influence by a Class B common shareholder. These transactions are in the normal course of operations and are measured at fair market value.

The Company issued Series A bonds $Nil (2020 - $20,000), Series B bonds of $Nil (2020 - $10,000), Series C bonds of $21,600 (2020 - $75,000), Series D bonds of $Nil (2020 - $25,000), Series E bonds issued at 10,000 (2020 - $Nil), Series F bonds issued at $30,000 (2020 - $nil), Series G bonds of $26,000 (2020- $Nil) to Class B common shareholders, and officers and family members of Class B common shareholders and incurred interest expense of $28,583 (2020 - $20,611) and amortization on bond discount of $3,227 (2020 - $Nil) of which $1,363 (2020 - $1,119) is included in accounts payable and accrued liabilities. These transactions are in the normal course of operations and are measured in accordance with the Company's offering memorandum.

The Company issued Series B bonds of $Nil (2020 - $292,100), Series D bonds of $Nil (2020 - $208,400), Series G bonds of $563,900 (2020 - $Nil) and Series F bonds issued at $51,100 (2020 - $45,300) to a director, and associated corporation and family members of a director, and incurred interest of $123,244 (2020 - $81,025) and amortization on bond discount of $10,774 (2020 - $311) of which $7,425 (2020 - $2,901) is included in accounts payable and accrued liabilities. These transactions are in the normal course of operations and are measured in accordance with the Company's offering memorandum.

NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2021

14. INCOME TAXES

(a) Reconciliation of income taxes

	2021	2020
Comprehensive income before income taxes	$249,140	$76,676
Add (deduct) items for income tax purposes:Non-deductible financing fees paidNon-deductible insurance expense and interestDeferred financing fees deductible for tax	811,6105,043(213,784)	349,1514,431(82,678)
Expected income for income tax purposes	$852,009	$347,580
Provision for income taxes	$225,782	$92,109
Effective rate of current taxes	%26.5	%26.5

(b) The main components that give rise to the Company having deferred tax assets and deferred tax liabilities are timing differences in the recognition of financing fees on the raising of secured debt.

	2021	2020
The statutory rate used was 26.5% (2020 - 26.5%).
Unamortized deferred financing costs	$243,152	$84,727

15. MEASUREMENT UNCERTAINTY

Certain impacts from the COVID-19 outbreak may have a significant negative impact on the Company's operations and performance. These circumstances may continue for an extended period of time, and may have an adverse impact on economic and market conditions. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual companies, are not known. The extent of the impact to the financial performance and the operations of the Company will depend on future developments, which are highly uncertain and cannot be predicted.

ITEM 13 - DATE AND CERTIFICATE

Dated: May 27, 2022

This Offering Memorandum does not contain a misrepresentation.

ON BEHALF OF THE DIRECTORS, OFFICER AND PROMOTER OF LIMESTONE LOAN CAPITAL CORPORATION

signed "Jeremy Wilson" signed "Sean Marshall" JEREMY WILSON – Director SEAN MARSHALL - Director

AI assistant

Seahawk Ventures Inc. — Capital/Financing Update 2023

45984_rns_2023-03-23_5a1c522b-8e8a-4995-a9a3-3ee137dffef5.pdf

Offering Memorandum

The Offering

Investor Initials

Offering Memorandum

The Offering

NOTE REGARDING FORWARD-LOOKING STATEMENTS

COVID-19 PANDEMIC

GLOSSARY OF TERMS

ITEM 1 - USE OF AVAILABLE FUNDS

1.1 Available Funds

1.2 Use of Available Funds

1.3 Future Cash Calls

ITEM 2 - BUSINESS OF THE CORPORATION

2.1 Structure

2.1.1 Related Parties

2.2 Our Business

2.2.1 Business of SCF

Consumer Credit in Canada

SCF Loan Terms

SCF Loan Portfolio

SCF Product Finance Loans

SCF Personal Loans

SCF Personal Loan Underwriting

Creditor Insurance

Home and Auto Benefits Plan

SCF Loan History and Current Loan Portfolio

SCF Liquidity

SCF Registration

Bad Debts and SCF Loan Defaults

Limited Regulation

Distribution of Interest Income by the Corporation

2.2.2 Offering Structure

Subscribers are strongly encouraged to consult their tax advisors as to the tax consequences of acquiring, holding and disposing of the Bonds purchased pursuant to this Offering.

2.2.3 Investment Flow Chart

2.3 Development of Business

2.4 Long Term Objectives

2.5 Short Term Objectives and How the Corporation Intends to Achieve Them

2.6 Insufficient Funds

2.7 Material Agreements

2.7.1 SCF Loan Agreement

Interest

Security

Fees and Expenses

Negative Covenants of SCF

Termination

2.7.2 Trust Indenture with Olympia Trust Company ("Trust Indenture")

Concerning Interest With Respect to Series A Bonds, Series B Bonds, Series C Bonds, Series D Bonds and Series G Bonds

Bonds to Rank Pari Passu

Payments of Amounts Due on Maturity

Payment of Interest

Date of Issue and Maturity

Payment of Principal Amount and Face Value Amount

Interest

Currency of Payment

Register of Certificated Bonds

No Notice of Trusts

Registers Open for Inspection

Transfers and Exchange of Bonds

Closing of Registers

Charges for Registration or Transfer

Cancellation of Previously Issued Bonds

Payment of Principal, Interest and Face Value Amount

Existence

Payment of Taxes and Other Claims

Statement by Officers As to Default

Use of Proceeds

Securitization of Indebtedness

Registration

Subordination of Charge and Limitations on Encumbrances on Collateral

Discharge

Additional Security

Events of Default

Waiver of Default

Acceleration of Maturity; Rescission and Annulment

Collection of Indebtedness and Suits for Enforcement by Indenture Trustee

Indenture Trustee May File Proofs of Claim

Indenture Trustee May Enforce Claims Without Possession of Bonds

Seahawk Ventures Inc. Capital/Financing Update 2023