Tower Resources Ltd. - Capital/Financing Update 2023

Oliver United Apartments LP

Offering Document Form 45-110F1

START-UP CROWDFUNDING

Item 1: RISKS OF INVESTING	3
1.1 No Rating, review, or approval	3
1.2 Forward-looking statements	3
Item 2: THE ISSUER	4
2.1 Information about the Issuer	4
2.2 Contact Person	4
Item 3: ISSUER’S BUSINESS	5
3.1 Description of the Issuer’s Business	5
3.2 Issuer’s Legal Structure	6
3.3 Issuer’s Documents	6
3.4 Issuer’s Operating Activities	6
3.5 Issuer’s Financial Statements	6
3.6 Number and Type of Securities	7
Item 4: MANAGEMENT	8
4.1 Information on Founders, Directors, Officers and Control Persons	8
4.2 Proceedings	9
Item 5: CROWDFUNDING DISTRIBUTION	11
5.1 Funding Portal	11
5.2 Jurisdictions of the Offering	11
5.4 Type of Securities Offered	11
5.5 Rights, Restrictions and Conditions	11
5.6 Other Restrictions or Conditions	12
5.7 Amounts of the Offering	13
5.8 Minimum investment	13
5.9 Note to Investors	13
Item 6:USE OF FUNDS	14
6.1 Previously Raised Funds	14
6.2 Use of Available Funds	14
Item 7: PREVIOUS CROWDFUNDING DISTRIBUTIONS	15
7.1 Crowdfunding Distributions in the last 5 years	15
Item 8: COMPENSATION PAID TO FUNDING PORTAL	16
8.1 Commission, Fees and other Amounts	16
Item 9: RISK FACTORS	17
9.1 Material risks that are specific to the Units	17
9.2 Risks that are specific to this Issuer	18
9.3 Industry Risks	21
9.4 Financial resources	22
Item 10: REPORTING OBLIGATIONS	23

10.1 Information and Communications to Investors	23
10.2 Financial Statements	23
10.3 Voting Trust Agreement	23
Item 11: RESALE RESTRICTIONS	24
11.1 Subject to Resale Restrictions	24
Item 12: PURCHASERS’ RIGHTS	25
Item 13: DATE AND CERTIFICATE	26
13.1 Certification	26
13.2 Signature	26
13.3 Electronic Signature	26

Item 1: RISKS OF INVESTING

1.1 No Rating, review, or approval

No securities regulatory authority or regulator has assessed, reviewed or approved the merits of these securities or reviewed this Offering Document (the “Offering Document”). Any representation to the contrary is an offense. This is a risky investment.

1.2 Forward-looking statements

The forecasts and predictions of an early-stage business are difficult to objectively analyze or confirm. Forwardlooking statements represent the opinion of the issuer only and may not prove to be reasonable.

Item 2: THE ISSUER

2.1 Information about the Issuer

Full legal name	Oliver United Apartments Limited Partnership
Head Office address	100 – 32160 S Fraser Way, Abbotsford, BC V2T 1W5 Canada
Telephone	(604) 835-3888
Email address	[email protected]
Website URL	https://rogersmgmt.com/OUAL/

2.2 Contact Person

Full legal name	Jeff Klam
Position held with the issuer;	Director
Business address	100 – 32160 S Fraser Way, Abbotsford, BC V2T 1W5 Canada
Business telephone;	(604) 226-3200
Email address	[email protected]

Item 3: ISSUER’S BUSINESS

3.1 Description of the Issuer’s Business

Oliver United Apartments Limited Partnership (the “ Issuer ” or “ we ” or the “ Limited Partnership ”) was formed for the acquisition of a church building situated at 511 Church Ave, Oliver, BC, Canada (the “ Property ”). The Limited Partnership is operated by the General Partner Oliver United Apartments Ltd (the “General Partner” or “GP”). The GP is a wholly owned subsidiary of Rogers Pacific Capital Corp (“ RPCC ”) and a member of the Rogers Management Group .

The Limited Partnership is in the business of changing the use, renovating, and long-term operating of the Property and entering into a property management agreement (the “Property Management Agreement”)_and development management agreement (the “ Development Management Agreemen t”) with Rogers Pacific Management LTD . (the “ Manager ”), which is an affiliate of the Issuer and the General Partner.

RMG101 Land Corp. (the “ Bare Trustee ”) holds legal title to the Property in trust for the Limited Partnership. All of the outstanding share capital of the Bare Trustee is owned by RPCC.

RPCC originally acquired the Property as part of a package of properties in early 2022 and developed a business plan for the Property. The price of the church was originally CAD $795,000 but RPCC negotiated the acquisition cost down significantly to CAD $550,000, while granting a fixed term leaseback of approx. 1900 sq ft to the seller. A major value improvement was changing the Official Community Plan and rezoning the Property to Town Center Zone which permits residential, commercial and other uses, instead of the previous more restrictive Institutional zoning. Since February 2022 RPCC has moved the property through purchase, concept development, OCP and rezoning changes, and has started the renovations.

In June 2023 RPCC formed the Limited Partnership to renovate, own and operate the Property. The Limited Partnership acquired the Property together with all associated plans and reports from Rogers Pacific Capital Corp in exchange for a CAD $400,000 Promissory Note and CAD $150,000 of Class B Units in the Limited Partnership. This offering intends to raise an additional CAD $600,000 toward the costs of renovating the Property to bring the total Limited Partnership equity to CAD $750,000.

The Issuer’s intention is for the Property to generate potential cashflow and profit during the term of the Issuer’s business. This will involve converting the building from a church into initially a mixed-use building and finally into an 8 unit rental apartment building. Such potential cashflow and profit would be derived from rental income after subtracting any operating expenses of the Property. If needed the General Partner will go to the market for a loan to complete the renovations. Once the first 6 units are completed the Limited Partnership will repay the Promissory Note Issued to RPCC on purchase for external debt financing at market rates.

The town of Oliver was founded in 1921 by the British Columbia government to provide a place for returning WWI soldiers to settle, though it was shortly thereafter opened to all types of settlers. Some of the early settlers organized a church congregation which became the Oliver United Church, a congregation of the United Church of Canada. This new congregation purchased the Property (one of the initial lots in the community) and constructed the first church in Oliver with the original building opened in early 1922. The building saw expansions and extensive improvements in 1948 and 1969. The Property consists of a 130-ft x 52-foot lot and an approximately 7,000 sq ft two-story church building.

As of March 12, 2023, the Property was zoned AI Institutional with an OCP designation of HR high-density residential. On March 13, 2023 the Oliver Town Council gave unanimous support to first and second reading to redesignate and rezone the Property to modify the OCP to TC (Town Center) and rezone the Property to TC Town Center to permit the Issuer’s business plan. Public hearing was called for March 27, 2023 and final adoption of the bylaws on April 11, 2023. The Issuer will also require a building permit and other normal government approvals to execute the Issuer’s business plan for the Property.

The Issuer intends to renovate the Property to initially create five 1-bedroom and one 2-bedroom market rental apartments while allowing the Oliver United Church congregation to continue meeting in a portion of the Building.

On or before March 31, 2027, the church will vacate the Building. The Issuer intends to create an additional 1- bedroom and an additional 2-bedroom apartment in the Building to bring the total rental apartment count to 8 units. The total cost of converting the building is estimated by the Issuer at CAD $800,000. This will be funded by a combination of Limited Partner equity, debt and cashflow.

Once the various rental units are created the Issuer intends to rent them out for cashflow. The Issuer intends to pursue short- and long-term financing for the Property and the Issuer based on the anticipated increased value of the Property and the income stream it will generate.

The Property has an As If Complete - for 8 residential units appraised value of CAD $2,100,000 based on an appraisal report dated April 25, 2023, and carried out by Quality Appraisals Inc.

The Issuer plans to create an exit for the Limited Partners when the Property is completed, income-producing and stabilized as a 8 unit apartment building. At that time the Issuer plans to obtain an updated appraisal for the complete and stabilized Property. The Issuer’s preference is for RPCC to buy out the Class A units of the Limited Partners, pro rata in accordance with their respective Proportionate Shares at a value reflecting the new appraised value as if sold to a 3rd party. Alternatively, the Issuer intends to sell the Property into the market and wind up the Limited Partnership by distributing the net sales proceeds and any other cash on hand net of Limited Partnership debts. Such intentions and strategies are referred to as the “ Issuer’s Strategy ”.

The Issuer will generally use local trades to execute the Issuer’s Strategy on renovation under the direction of the Manager’s management team and the contracted architect. This management team is experienced with property development, construction, and renovation projects as well as the operation of rental buildings. Visit www.rogersmgmt.com for more details on the Manager and their experience. The Manager is pursuing all government approvals required to execute the Issuer’s Strategy with no anticipated major issues preventing the project from moving forward to completion.

The Issuer intends to use the net proceeds of the offering of securities described herein (the “ Offering ”) to execute the Issuer’s Strategy

3.2 Issuer’s Legal Structure

The Limited Partnership was formed on June 2, 2023 under Partnership Registration No. LP893310 and is organized under the Partnership Act of British Columbia (the “ Act ”)

Legal title to the Property is registered to the Bare Trustee whose outstanding share capital is entirely held by the RPCC which also owns all the shares of the General Partner. Beneficial ownership of the Property rests with the Issuer (the Limited Partnership).

3.3 Issuer’s Documents

The Issuer’s limited partnership agreement (the “ LPA ”) and its Certificate of Limited Partnership issued pursuant to the Act, including all supporting documentation can be found by creating an account at addyinvest.ca and/or directly within an addy account using the web, mobile or iOS app.

3.4 Issuer’s Operating Activities

The following statement(s) best describe(s) the Issuer's business:

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has never conducted operations.

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is in the development stage. is currently conducting operations.

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3.5 Issuer’s Financial Statements

The Issuer does not currently have financial statements available.

3.6 Number and Type of Securities

The following number and types of securities are outstanding in the Issuer as of the date of this Offering Document:

Description of Security	Number Issued	Information
Initial Unit		CAD 10 to be repaid upon completion of the subscription of the first Units
GP Unit		CAD 10
Class B LP Units	150,000	perpurchase agreement
Class A LP Units		Raised through this offeringdocument

Item 4: MANAGEMENT

4.1 Information on Founders, Directors, Officers and Control Persons

Full legal name, municipalit y of residence and position at Issuer	Principal occupation for the last 5 years	Expertise, education, and experience that is relevant to the issuer’s business	Number and type of securities of the Issuer owned	Date securities were acquired, and price paid for the securities	Percentage of the Issuer’s securities held as of the date of this Offering Document
Cameron Dean Rogers Chilliwack, BC Director	Director of Rogers Pacific Capital Corp. Real estate developer and investor.	Cameron is a real estate developer and entrepreneur who has created many residential, commercial/industrial, mixed-use and institutional properties as well as real estate-based businesses since 1991. See https://rogersmgmt.com/completed- projects Cameron prefers value-add, distressed, and unusual property opportunities that require creative solutions but also lead to better-than-average rewards. Cameron earned a B.Sc. In Business Administration from Washington Adventist University, Takoma Park MD plus additional courses in real estate from Kwantlin Polytechnical University, Surrey BC (in association with the University of British Columbia real estate program), and Labor Law from Capilano University, North Vancouver. Cameron first passed the equivalent of the Maryland real estate license course, He then passed the British Columbia property manager real estate license course. Cameron successfully challenged the Missouri State and National real estate license exams for both salesperson and broker levels leading to being a licensed Broker- Manager in Missouri while attending University.	0	N/A	60%

Jeffery John Klam Chilliwack, BC Director	Director of Rogers Pacific Capital Corp. Previously CFO for the Seventh-day Adventist Church (British Columbia Conference)	Jeff Klam has 15 years of work experience with the Seventh-day Adventist Church, Jeff first worked in accounting, with responsibilities for insurance and risk management across 165 churches, 34 schools, 3 pre- schools, and related institutions in the Northern California region. He moved to British Columbia to become the Treasurer/CFO of the British Columbia Conference where he was responsible for all financial aspects of the charity and its 100 local churches, 13 schools, book and food store, campground, and summer camp. This included managing third party rentals of various owned buildings as well as leases by the charity of facilities owned by others. Jeff also oversaw a team of auditors who worked with each constituent entity, oversaw all risk and insurance matters, budgeting, long term planning, and government filings. Jeff holds a BBA in Business from Walla Walla University, and a MBA from Andrews University. A major part of Jeff’s responsibilities involved the real estate operations of the charity. See https://rogersmgmt.com/jeff-klam- development-resume/ for a examples of Institutional real estate projects and transactions completed under Jeff’s direction.	0	N/A	40%

Cameron Rogers and Jeff Klam are also the principals and shareholders of Rogers Pacific Capital Corp , the principal company of the businesses collectively known as the Rogers Management Group (RMG) .

The Limited Partners holding Class A Units will receive a 7% preferred return. Then the Limited Partner holding Class B Units will receive a 7% preferred return. After the 7% preferred return to the Limited Partners, the General Partner will receive 35% of the aggregate of the 7% paid to the Limited Partners. Any remaining profit will be split 35% to the General Partner, and 65% to the Limited Partners.

The Issuer shall pay an 8% property management fee to Rogers Pacific Management Ltd. an affiliate of the GP, based on the rental income generated by the Property.

The Issuer shall pay a development management fee equal to 10% of all hard and soft development costs incurred in the development of the Property, excluding the cost of land, municipal fees and tax, interest, insurance and sale commission, to Rogers Pacific Management Ltd, an affiliate of the GP, responsible for overseeing the renovation phase.

4.2 Proceedings

None of the persons listed under item 4.1 nor the Issuer:

a) has ever pleaded guilty to or been found guilty of
(i) a summary conviction or indictable offense under the Criminal Code,
(ii) a quasi-criminal offense in any jurisdiction of Canada or a foreign jurisdiction,
(iii) a misdemeanor or felony under the criminal legislation of the United States of America, or any state or territory therein, or
(iv) an offense under the criminal legislation of any other foreign jurisdiction,
b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by, or has entered into a settlement agreement with, a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last 10 years related to:
(i) the person’s involvement in any securities, insurance or banking activity, or
(ii) a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct,
c) is or has been the subject of an order, judgment, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct,
d) is or has ever been the subject of a bankruptcy or insolvency proceeding, or
e) is a director, officer, founder or control person of a person or company that is or has been subject to a proceeding described in paragraph (a), (b), (c) or (d) above.

Item 5: CROWDFUNDING DISTRIBUTION

5.1 Funding Portal

The Issuer has engaged Equivesto Canada Inc. (the “ Funding Portal ”), a Exempt Market Dealer. Equivesto is operating the registered funding portal. Equivesto has an agreement with technology solutions provider addy regarding the use of their technology for the funding portal. 5.2 Jurisdictions of the Offering

The Issuer intends to have the Funding Portal conduct the Offering and make this Offering Document available in the following provinces:

	Alberta British Columbia Manitoba New Brunswick	Newfoundland Labrador and Northwest Territories Nova Scotia Nunavut	Ontario PEI Quebec Saskatchewan Yukon

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5.3 Information regarding the Offering

The Issuer must have raised the minimum amount required to close the Offering, as indicated in Section 5.7 below, by September 10th, 2023.

There have been no amendments to this Offering Document.

5.4 Type of Securities Offered

Common shares

Non-convertible preference shares

Securities convertible into common shares

Securities convertible into non-convertible preference shares

Non-convertible debt linked to a fixed interest rate

Non-convertible debt linked to a floating interest rate

Limited partnership units Shares in the capital of an association

The securities being offered in this Offering are Class A LP units (each a “ Unit ” and together the “ Units ”) in the Issuer for a subscription price of CAD 1.00 per Unit.

5.5 Rights, Restrictions and Conditions

The Units have the following rights, restrictions and conditions: Voting rights;

Dividends or interests ; Rights on dissolution; Conversion rights ; Tag-along rights; Drag-along rights; Pre-emptive rights; Other (rights described in 5.6, below).

5.6 Other Restrictions or Conditions

The General Partner’s power and authority does not extend to any power, action or authority enumerated in Sections 10.15 and 10.16 of the LPA, unless and until the requisite Special Resolution or Ordinary Resolution is passed by the Limited Partners. In addition, the General Partner will not:

A. cause the Partnership to guarantee the obligations or liabilities of or make loans to the General Partner, or any Affiliate of the General Partner; or
B. commingle the funds of the Partnership with the funds of the General Partner or any other person

Section 10.15 of the LPA: Powers Exercisable by Special Resolution

The following powers shall only be exercisable by Special Resolution passed by the Limited Partners:

consenting to the amendment of this Limited Partnership Agreement except as provided herein;
except as otherwise provided in this Agreement, dissolving or terminating the Partnership;
waiving any default by the General Partner on such terms as the Limited Partners may determine;
agreeing to any compromise or arrangement by the Partnership with any creditor, or class or classes of creditors;
amending, modifying, altering or repealing any Special Resolution previously passed by the Limited Partners; and
approving a settlement of an action against the General Partner as a result of a breach of its duties.

Where the General Partner or any director or officer thereof is the owner of a Unit, it shall be required to abstain from voting in respect of items (c) or (f) above and in addition, shall be required to abstain in any other circumstance in which there is a conflict of interest.

10.16 Powers Exercisable by Ordinary Resolution

Any other matters to be determined by the Limited Partners, other than as is otherwise expressly provided for in this Agreement, shall be determined by Ordinary Resolution.

5.7 Amounts of the Offering

	Total amount (CAD )	Total number of Units issuable
Minimum offering amount	CAD 250,000	250,000
Maximum offering amount	CAD 600,000	600,000
Price per Share	CAD 1.00

(1) This offering will be facilitated through any prospectus exemption that is available to the Issuer and suitable for the subscriber, and as will be set out in the definitive Subscription Agreement between the Issuer and the purchaser. In this crowdfunding offering facilitated by NI 45-110, the maximum that the Issuer can raise in any 12-month period is CAD 1,500,000.

(2) The Company may raise a greater amount than indicated in the maximum offering amount under other available prospectus exemptions at its sole discretion without having to amend this Offering Document.

5.8 Minimum investment

The minimum subscription amount is CAD 1.00.

5.9 Note to Investors

The minimum offering amount stated in this Offering Document may be satisfied with funds that are unconditionally available to Oliver United Apartments Ltd that are raised using other prospectus exemptions.

Item 6: USE OF FUNDS

6.1 Previously Raised Funds

Amount	Year	Type	Prospectus Exemption	Use of Funds
CAD $400,000	2022	Promissory Note Payable	Private Issuer Exemption	Acquisition of the Property
CAD $150,000	2022	Class B Units	Private Issuer Exemption	Acquisition of the Property

The information presented in this table is based on unaudited management financial statements.

6.2 Use of Available Funds

*Use of Available Funds*

Description of intended use of funds listed in order of priority	Assuming minimum offering amount	Assuming maximum Offering amount
Development Cost Charges and associated building permit with Town of Oliver	CAD $2,500	CAD $2,500
Mieklejohn Architect Design Studio[1]	CAD $75,000	CAD $75,000
Riding Engineering - Structural[1]	CAD $8,000	CAD $8,000
McElhanney Engineering[1]	CAD $20,000	CAD $20,000
Construction of renovating 511 Church to apartments[2]	CAD $132,000	CAD $464,500
Capital raise fee-Equivesto[3]	CAD $12,500	CAD $30,000
Total	CAD $250,000	CAD $600,000

[1] Appropriate soft costs to enhance the structure, including the planning of extra walls to create units, new plumbing, electrical systems, as well as heating and cooling facilities for the phase 1 of the project which involves renovating six units with complete plumbing and electrical work. After completing Phase 1, the issuer will proceed to Phase 2, which entails installing plumbing and electrical systems for 2 additional units.

[2] The construction costs provided will cover the completion of the following unit configurations: six one-bedroom and one-bathroom units, one two-bedroom and one-bathroom unit, and one two-bedroom and two-bathroom unit.

[3] The Issuer will pay a 5% capital raise fee of the funds raised based on the maximum offering of CAD 600,000 to Equivesto.

Item 7: PREVIOUS CROWDFUNDING DISTRIBUTIONS

7.1 Crowdfunding Distributions in the last 5 years

Neither the Issuer’s issuer group nor any founder, director, officer or control person of the issuer group have been involved in a crowdfunding distribution in the last 5 years as of the date of this Offering Document

Item 8: COMPENSATION PAID TO FUNDING PORTAL

8.1 Commission, Fees and other Amounts

The Issuer has agreed to pay a 5% capital raise fee of the funds raised in this Offering to the Exempt Market Dealer. Assuming the maximum offering amount of CAD $600,000 is raised, this capital-raising fee would amount to CAD $30,000. Assuming the minimum offering amount of CAD $250,000 is raised, this capital-raising fee would amount to CAD $12,500.

Upon a closing and distribution, the Company will pay Equivesto Canada Inc, the Registered Funding Portal, a trade fee equal to five percent of the gross funds processed by the Registered Funding Portal.

Item 9: RISK FACTORS

An investment in the Units and the Issuer involves a number of significant risks. Prospective investors should carefully consider, among other factors, the matters described below, each of which could have an adverse effect on the value of the Units. As a result of these factors, as well as other risks inherent in any investment, there can be no assurance that the Issuer will meet its business objectives. The Issuer’s returns may be unpredictable and, accordingly, the Units are not suitable as a sole investment vehicle for an investor or an investor that is looking for a predictable source of cash flow. Based on, among others, the factors described below, the possibility of partial or total loss of capital will exist and investors should not subscribe unless they can readily bear the consequences of such loss.

9.1 Material risks that are specific to the Units

No Review by Regulator

Investors under this Offering will not have the benefit of a review of this Offering Document by any securities regulatory authority.

There are many risks inherent in the activities of the Issuer and in an investment in their securities which prospective purchasers should carefully consider before making an investment. The following is a summary only of some of the risk factors. Any or all, or unidentified risks, may have a material adverse effect on the Issuer’s business and return to its securityholders. The Issuer advises prospective purchasers to review the risks relating to this investment with a legal and financial advisor.

The risk factors outlined below and as otherwise may be identified are not a definitive list of risk factors associated with an investment in the offered securities. Prospective purchasers are cautioned that they may lose their entire investment.

The headings contained in this section are for convenience of reference only and will not affect the meaning or interpretation of the risks described herein (i.e., a risk described under “Management Risks” is not exclusively a management risk).

No Assurance on Investment Return

An investment in the Issuer requires a long-term commitment, with no certainty of return. The success of the Issuer, and any return on investment for a purchaser of Units, is entirely dependent upon the success of the Issuer’s real estate investment strategy. There is no assurance or guarantee that the Issuer or holders of Units will earn any return on their investment. Holders of Units could lose the entire amount of their investment.

The success of the Issuer must be considered in light of the issues, expenses, difficulties, complications, and delays frequently encountered in connection with the establishment of any real estate investment. If the General Partner fails to address any of these risks or difficulties adequately, the Issuer’s financial performance likely will suffer. Future profits, if any, will depend upon various factors, including the growth of the community surrounding the Property, the success, if any, of the development and marketability of the Property, the receipt of applicable government approvals, the application of government regulations and enforcement of such regulations and general political and economic conditions. There is no assurance that the Issuer will successfully execute its investment strategy.

Restrictions on Transfer; Illiquidity of Units and Liquidity Risks

The Units are not listed on an exchange. There is currently no secondary market through which the Units may be sold, there can be no assurance that any such market will develop, and the Issuer has no current plans to develop such a market.

The Units of the Issuer are not redeemable until the dissolution or winding up of the Issuer and therefore an investor, as a holder thereof, will have no right to demand that the Issuer redeem the Units until the dissolution or winding up of the Issuer.

Investment Losses

The purchase of the Units is highly speculative. An investment in the Units may result in investment losses. A prospective purchaser should buy them only if he is able to bear the risk of the entire loss of its investment and has no need for immediate liquidity.

Employment and Use of Affiliates

The Issuer plans to enter into the Asset Management Agreement with the Asset Manager. Generally, the use of affiliates poses conflict of interest risks. A conflict of interest may arise when an individual or an entity governs themselves knowing they could derive a significant personal benefit as a result of a transaction. The Issuer does not have the ability to prevent conflicts of interest from arising.

9.2 Risks that are specific to this Issuer

INVESTMENT RISKS

Forward-Looking Statements and Information May Prove Inaccurate

Investors are cautioned not to place undue reliance on forward-looking statements and information. By its nature, forwardlooking statements and information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forwardlooking statements and information or contribute to the possibility that predictions, forecasts, or projections will prove to be materially inaccurate.

No Tax Advice Provided

The Issuer provides no representation with respect to the income tax consequences of an investment in the offered securities to any person. Accordingly, prospective purchasers should consult their own tax advisors for information and advice regarding an investment in the offered securities.

Limited Operating History

The Issuer is at the very early stage of its business cycle and is therefore subject to the risks associated with early-stage entities including start-up losses, uncertainty of revenues, markets and profitability, the need to raise additional funding, the evolving and unpredictable nature of the business and the ability to identify, attract and retain qualified personnel. There can be no assurance that the Issuer will be successful in doing what it is required to do to overcome these risks. No assurance can be given that the Issuer’s business activities will be successful. If the Issuer is unsuccessful in its strategy, investors may lose their entire investment in the Units.

Past Performance not a Predictor of Future Results

The track record of senior management of the Issuer does not imply or predict (directly or indirectly) any level of future performance of the Issuer. Management’s performance is dependent on future events and is, therefore inherently uncertain. Past performance cannot be relied upon to predict future events for a variety of factors, including, without limitation, varying business strategies, different local and national economic circumstances, different supply, and demand characteristics relevant to buyers and sellers of assets, varying degrees of competition and varying circumstances pertaining to the capital markets.

Dependence on Key Personnel

The success of the Issuer will depend in large part upon the services of key personnel employed by the Issuer. The loss of any one of these individuals, for any reason, could have a material adverse effect on the prospects of the Issuer. The management of the Issuer depends on the services of certain key personnel. There can be no assurances that such personnel will remain with the Issuer.

Potential Inability to Fund Investments

The Issuer may commit to making future investments in anticipation of repayment of principal outstanding and/or the payment of interest under existing investments and/or in reliance on its credit facilities. In the event that such repayments of principal or payments of interest are not made, or where credit facilities are not available, the Issuer may be unable to advance some, or all of the funds required to be advanced pursuant to the terms of its commitments and may be required to obtain interim financing and to fund such commitments or face liability in connection with its failure to make such advances.

The Issuer will be required to make certain expenditures in respect of its activities, including, but not limited to, the payment of property taxes, maintenance costs, insurance costs and related charges, regardless of whether the Property is producing sufficient income to service such expenses. If the Issuer is unable or unwilling to meet such payment obligations, losses could be sustained as a result of the exercise by creditors of rights of foreclosure or sale. Such difficulty is a realistic possibility and could materially affect the success of your investment.

Real Property Ownership

All real property investments are subject to risk. Such investments are affected by general economic conditions, local real estate markets, demand for commercial and/or residential premises, competition from other available commercial and/or residential premises and various other factors. Certain significant expenditures, including property taxes, capital repair and replacement costs, maintenance costs, mortgage payments, insurance costs and related charges must be made throughout the period of ownership of real property regardless of whether the property is producing any income. If the Issuer is unable to meet mortgage payments on any property, losses could be sustained.

Real property investments tend to be relatively illiquid, with the degree of liquidity generally fluctuating in relation to demand for and the perceived desirability of such investments. Such illiquidity may tend to limit the Issuer’s ability to vary its portfolio promptly in response to changing economic or investment conditions. If the Issuer was required to liquidate its real property investments, the proceeds to the Issuer might be significantly less than the aggregate value of the property on a going-concern basis. The Issuer will be subject to the risks associated with debt financing, including the risk that existing mortgage indebtedness secured by the properties the Issuer acquires will not be able to be refinanced or that the terms of such refinancing will not be as favorable as the terms of existing indebtedness.

Risks Associated with the Property

The Property may not perform in accordance with expectations. The Property may be subject to unknown, unexpected, or undisclosed liabilities that may materially and adversely affect its operations and financial condition and results. The representations and warranties, if any, given by the vendors in the purchase agreement may not adequately protect against these liabilities and any recourse against third parties may be limited by the financial capacity of such third parties. The Property may not achieve anticipated rental yields and the estimates of costs may be more than expected. The intended Property plans may prove inaccurate or may not achieve intended results. There is no assurance that the Issuer will be able to meet its intended projected investment objective with the acquisition of the Property. There are general investment risks inherent in any real estate investment.

Litigation Risks

The Issuer may become involved in legal proceedings in the course of its business. The costs of litigation and settlement can be substantial and there is no assurance that such costs will be recovered in whole or at all. The unfavorable resolution of any legal proceedings could have an adverse effect on the Issuer, and indirectly the Issuer, and its financial position and results of operations that could be material.

Debt Financing

The Issuer is subject to the risks associated with debt financing, including the risk that the Issuer may be unable to make interest or principal payments or meet loan covenants, the risk that defaults under a loan could result in cross defaults or other lender rights or remedies under other loans, and the risk that existing indebtedness may not be able to be refinanced or that the terms of such refinancing may not be as favorable as the terms of existing indebtedness.

General Uninsured Losses

The Issuer is expected to arrange for comprehensive insurance, including fire, liability, and extended coverage, of the type and in the amounts customarily obtained for properties similar to the properties proposed to be developed and will endeavor to obtain coverage where warranted against earthquakes and floods. However, in many cases certain types of losses will be either uninsurable or not economically insurable. Should such a disaster occur with respect to the proposed Property to be developed, the Issuer could suffer a loss of capital invested and not realize any profits which might be anticipated from the ownership thereof.

Real Estate Investment and Ownership

Real estate investments are generally subject to varying degrees of risk depending on the nature of the property. Such risks include the highly competitive nature of the real estate industry, changes in general economic conditions (such as the availability and cost of mortgage funds), local conditions (such as the supply of office, industrial, retail space or warehousing or the demand for residential real estate in the area and thereby the prices at which serviced lots and parcels may be sold), government regulation and changes therein (such as planning, zoning, taxation of property and environmental legislation), changes in governments and the political environment in the applicable jurisdictions, competition from other available properties and the attractiveness of the property to potential purchasers, including builders. In addition, each segment in the real estate industry is capital intensive and is typically sensitive to interest rates and general economic conditions. The income generated by real estate properties, if any, is dependent upon general economic conditions and, accordingly, the return on investment may be affected by changes in those conditions. In addition, increased weakness and volatility in local markets may significantly reduce the amount of debt financing available for real estate projects. As a result, the current value of real estate investments could considerably decrease. These factors may have a negative impact on the value of the Issuer’s indirect interests in the Property, on the sale price of the Property when it is intended for sale.

Competition for Buyers

The real estate business is competitive. Numerous other developers, managers and owners of properties compete with the Issuer in seeking buyers for properties. The existence of competing developers, managers and owners for buyers could have an adverse effect on the Issuer’s ability to sell the Property and on the sale price charged.

Dilution

The number of Shares the Issuer is authorized to issue is unlimited. Any issuance of additional Shares may have a dilutive effect on the holders of Shares of the Issuer.

9.3 Industry Risks

Environmental Matters

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

Interest Rates

A decrease in interest rates may encourage buyers or tenants to purchase condominiums or other types of housing, which could result in a reduction in demand for multi-dwelling units or rental properties.

General Economic Conditions

The Issuer is affected by general economic conditions, local real estate markets, competition from other available premises, including new developments, and various other factors. The competition for buyers also comes from opportunities for individual home ownership, including condominiums, which can be particularly attractive when home mortgage loans are available at relatively low interest rates. The existence of competing developers and owners for the Issuer’s buyers could have an adverse effect on the Issuer's ability to sell the Property and on the sale, price sought, and the leasing and marketing costs. In addition, any increase in the supply of available space in the area where the Issuer operates could have an adverse effect on the Issuer.

COVID-19 - The pandemic has led (and may continue to lead) to disruptions in global economic activity, resulting in, among other things, a general decline in capital markets and lower interest rates. These circumstances are likely to have an adverse effect on levels of employment, which may adversely impact the ability of buyers, borrowers, and other counterparties to make timely payments on their rents, mortgages, and other loans. An increase in delinquent payments by buyers, borrowers and other counterparties may negatively affect the Issuer’s financial position. The full extent of the duration and impact that COVID-19, including any regulatory responses to the outbreak, will have on the Canadian economy and the Issuer’s proposed business is highly uncertain and difficult to predict at this time.

Tax Risks

No assurance can be given that changes in the Income Tax Act (Canada) (the “ Tax Act ”), or changes in the administrative policies and assessing practices of the Canada Revenue Agency, or future court decisions, or the implementation of new taxes will not adversely affect the Issuer or fundamentally alter the income tax consequences to holders of Shares with respect to acquiring, holding, or disposing of hares. Investors are strongly encouraged to consult their tax advisors as to the tax consequences of acquiring, holding, and disposing of Shares.

Competition

The Issuer experiences competition for property purchases as well as leasing of thereof. The Issuer could face increased competition from newly formed or emerging entities, as well as from established entities that choose to focus (or increase their existing focus) on opportunities in the area the Issuer operates, and the other markets in which the Issuer intends to operate.

For all of the aforesaid reasons and others set forth and not set forth herein, the Units involve a certain degree of risk. Any person considering the purchase of the Units should be aware of these and other factors set forth in this Offering Document and should consult with their legal, tax and financial advisors prior to making an investment in the Units. The Units should only be purchased by persons who can afford to lose all of their total investment

9.4 Financial resources

We do not currently have the financial resources to pay distributions to investors. There is no assurance that we will ever have the financial resources to do so.

Item 10: REPORTING OBLIGATIONS

10.1 Information and Communications to Investors

Investors will receive updates about their investment via the addy Discord server connected to their addy account and/or directly within their addy account using the web, mobile or iOS app.

10.2 Financial Statements

The Issuer is not required by the Act or otherwise to provide annual financial statements or information circular/proxy statements to its security holders.

As of the date of this Offering Document, the Issuer is not a "reporting issuer" within the meaning of applicable securities legislation and, accordingly, is not subject to most of the continuous disclosure requirements imposed on reporting issuers by such legislation.

10.3 Voting Trust Agreement

As of the date of this Offering Document, the Issuer is not aware of any voting trust agreement among its security holders.

Item 11: RESALE RESTRICTIONS

11.1 Subject to Resale Restrictions

The securities you are purchasing are subject to a resale restriction. You might never be able to resell the securities.

Item 12: PURCHASERS’ RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this Offering Document, you have a right

a) to cancel your agreement with the Issuer to buy these securities, or
b) to damages against the Issuer and may, in certain jurisdictions, have the statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

Two-day cancellation right:

You may cancel your agreement to purchase these securities. To do so, you must send a notice to the Funding Portal not later than midnight on the second business day after you enter into the agreement. If there is an amendment to this Offering Document, you can cancel your agreement to purchase these securities by sending a notice to the Funding Portal no later than midnight on the second business day after the Funding Portal provides you notice of the amendment.

Item 13: DATE AND CERTIFICATE

13.1 Certification

This offering document does not contain a misrepresentation.

13.2 Signature

Date: 2023-06-12

Signature: /s/Jeff Klam

By: Jeff Klam

Position: Director

13.3 Electronic Signature

I acknowledge that I am signing this offering document electronically and agree that this is the legal equivalent of my handwritten signature.