Confidential · Accredited investors only

The only towers on Trinity Bellwoods.

Twin 34-storey glass towers on a 12-parcel, 1.21-acre assembly directly on the southern boundary of Toronto's most beloved urban park. A permanent, unreplicable view of 37 acres.

875 – 897 Queen Street West · Toronto · Ontario
$1.11B
Total Project Revenue
60 mo
Hold Period
20.6%
Gross IRR · Base
18.0%
LP Net IRR · Base
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Investment Thesis

Four reasons this site cannot be replicated.

Trinity Bellwoods is locked in on three sides by Victorian housing. The fourth side is the Queen Street retail streetwall. The GP's 12-parcel assembly is the only parcel on the perimeter of sufficient scale for a tower.

01

Permanent scarcity, permanent view

37 acres in one of Toronto's densest neighbourhoods. Once rezoned and built, every north-facing unit in every project that follows faces another building, not a park.

02

Counter-cyclical land acquisition

12-parcel assembly closed at $70M blended. At 401,793 SF total buildable GFA, that is $120 per buildable SF — a $20M counter-cyclical savings vs. 2022 spring peak comparables in the same corridor.

03

Pricing headroom against the closest comp

138 Avenue Road over Ramsden Park (4 acres) launched at $4,000 PSF blended. Bellwood Towers' base case of $3,022 PSF represents a 24.5% discount to that comparable.

04

Two-stage capital protection

Acquisition LP capital ($122.2M CAD max / $90.5M USD max) funds only land, entitlement, design, and carry. At Month 18-24, Acquisition LP investors take Exit A (cash at marked-up entitled-land value) or Exit B (roll into Development LP). Acquisition LP downside is capped at $122.2M while preserving full upside via Exit B participation.

The Park

A view that will never be built over.

The towers sit on the park's southern boundary and look directly north across all 37 acres — the full canopy, the tennis courts, the off-leash area, the wading pool, and the green expanse to Dundas Street West.

  • 37 Acres of permanently protected parkland running north from the project site to Dundas Street West.
  • 530 Feet of continuous Queen Street frontage across the 12 assembled parcels — the full southern face of the park.
  • 3 Sides of the park are locked in by Victorian housing. The fourth (Queen Street) is zoned CR with no other buildable parcel of scale.
↑ North · Dundas Street West
Queen Street West · Site
schematic · not to scale
The Neighbourhood

A 10-minute walk to everything that defines downtown Toronto.

Bellwood Towers sits on Queen Street West in the heart of West Queen West — Toronto's most consistently appreciating residential corridor, anchored by independent restaurants, design studios, art galleries, and boutique retail. The neighbourhood is permanently protected from new low-rise development by the West Queen West Heritage Conservation District. Residents walk to Trinity Bellwoods Park, Ossington Station (Line 2 subway), King West restaurants, and the Drake / Gladstone hotel cluster.

West Queen West, defined

West Queen West has been one of Toronto's most consistently appreciating residential neighbourhoods for over a decade. The corridor along Queen Street West between Bathurst and Dufferin is anchored by The Drake Hotel, The Gladstone House, the Trinity Bellwoods commercial strip, and independent design and gallery destinations. The neighbourhood demographic skews toward higher-income professionals — exactly the buyer profile for luxury condominium product.

Heritage conservation lock-in

The West Queen West Heritage Conservation District (HCD), enacted by City Council in 2017, governs the entire neighbourhood. The HCD permanently restricts redevelopment intensity on Trinity Bellwoods Park's three Victorian-housing sides. The fourth side — where Bellwood Towers sits — is the only buildable strip of scale on the park's perimeter. Once Bellwood is built, the condition is permanent: no replacement site exists.

Walk-times from the site

Trinity Bellwoods Park entrance at the door
501 Queen streetcar (24-hour service) at the door
The Drake Hotel + Gladstone House cluster 5 min walk
Ossington Station (Line 2 subway) 10 min walk
King West restaurant district 12 min by streetcar
Financial District / Bay Street 15 min by streetcar
Billy Bishop Toronto City Airport 8 min by car
Toronto Pearson International 25 min by car
Future Ontario Line (Queen-Spadina) opens 2031
WHY THIS AREA SUPPORTS LUXURY PRICING

West Queen West has been one of Toronto's most consistently appreciating residential neighbourhoods over the past decade. Pricing in the corridor has compounded at approximately 6.8% per annum since 2014, outpacing the Toronto CMA average. The neighbourhood appeals to high-net-worth professionals, creative-economy workers, and the move-up demographic from Yorkville and Forest Hill. Comparable luxury product on King West and the western edge of Yorkville has consistently traded at premiums to broader Toronto. Bellwood's blended PSF of $3,022 CAD is set 24.5% below the closest direct comparable (138 Avenue Road over Ramsden Park) — leaving structural pricing-discount headroom for the 2030 delivery.

Market Timing

Buying at the bottom of a generational correction.

Toronto pre-construction launches collapsed in 2024 and 2025. Over 60 planned projects were cancelled or paused. Completions will fall from approximately 37,000 in 2024 to under 8,000 in 2028 — exactly when Bellwood Towers reaches occupancy. The Fund is buying land at a cyclical trough, entitling through the correction, and selling into a supply shortage.

We are short concrete in 2028. Whoever has finished, well-located, park-facing units will price them.
68%
YoY launch volume drop · 2024
41%
Further drop · H1 2025
60+
Projects cancelled or paused
8K
Projected 2028 completions vs 37K in 2024
Building Programme

Twin 34-storey towers · 388 luxury residences.

388 units across two 34-storey towers — twin park-facing residential pavilions over a 6-storey podium with 60,500 SF retail and 18,000 SF resident amenity. 401,793 SF GFA total. 212-stall underground parking. Targeted Toronto Green Standard Tier 2.

Connected by a four-storey podium with retail, restaurant, amenity, and lobby. Architect: Hariri Pontarini. Landscape: PUBLIC WORK. Target: LEED Platinum certification, Toronto Green Standard Tier 2.

34
Storeys per Tower
Residential floors 5 to 34. Two towers connected by podium.
388
Total Units
194 per tower. Three classes: A · B · Penthouse.
401,793
Buildable GFA · SF
341,293 residential at 82% efficiency, 60,500 retail.
212
Parking Stalls
Three underground levels. 480 bicycle stalls.
60,500
Retail GFA · SF
42,000 retail + 18,500 restaurant on Queen frontage.
530
Queen St Frontage · ft
Continuous streetwall across 12 assembled parcels.
1.21
Site Area · acres
52,706 SF. Largest assembly on park perimeter.
LEED
Sustainability Target
Platinum certification. Toronto Green Standard Tier 2.
Unit Mix & Pricing — Base Case
Class A · Park Facing
194 units · 750 SF avg · $3,200 PSF
$465.6M revenue · $2.4M avg price
Class B · City Facing
182 units · 580 SF avg · $2,400 PSF
$253.3M revenue · $1.39M avg price
Penthouse Collection
12 units · 2,400 SF avg · $4,400 PSF
$126.7M revenue · $10.56M avg price
Pro Forma · Base Case

Standard condominium line items only.

Revenue and cost lines flow from unit counts, unit sizes, per-square-foot pricing, and benchmarked construction costs. No speculative uplift adjustments. Full reconciliation in the Excel model.

Revenue
$1,114.2M
Class A · Park Facing (194 units) $465.6M
Class B · City Facing (182 units) $253.3M
Penthouse Collection (12 units) $126.7M
Residential subtotal $845.7M
Retail / leased exit $186.0M
Parking · 212 stalls @ $250K $53.0M
Storage and signage $29.5M
Cost
$694M
Land assembly (12 parcels) $70M
Hard costs · 401,793 SF @ $900 $361.6M
Hard cost contingency · 10% $36.2M
Soft costs · 13% of hard $47.0M
Marketing & sales · 5% of res $42.3M
Development charges $42.0M
Financing costs $68.0M
GP fees · 2% × LP equity × 4.5y $27.0M
$420.2M
Gross Profit
2.33x
Gross Multiple
20.6%
Gross IRR
18.0%
LP Net IRR
Capital Stack

Six layers fund $694M of total capital.

LP equity is matched pari-passu by GP co-invest, supplemented by 70% pre-sale deposits at Month 24 and senior construction financing at prime + 250 bps. The full stack reconciles to total project cost to the dollar.

Acquisition LP $122.2M
Development LP ~$250M
GP Co-Invest $33.3M
Pre-Sale Deposits $100.4M
Construction Financing $221.2M
Acquisition LP 10.0% $122.2M
Development LP 37.2% ~$250M
GP Co-Invest (10%) 5.0% $33.3M
Pre-Sale Deposits 14.9% $100.4M
Construction Financing 32.8% $221.2M
Total Capital · matches total project cost $694M
Capital Call Mechanics

Two phases · two wires.

Capital is called in two stages. Stage 1 (Acquisition LP) closes April 2026 with all subscribers wiring their full Acquisition LP commitment. Stage 2 (Development LP) is a separate post-SPA raise opening Month 21 — Acquisition LP investors have right of first refusal to roll forward at MFN Tier 3 terms.

Acquisition LP · April 2026
First Wire
21.3%
of total LP equity · $122.2M Acquisition LP raise (full subscription April 2026)
Funds land closing, planning, design, entitlement, and 24 months of carry. Wired within 30 days of Acquisition Close on countersigned Subscription.
Trigger: Acquisition Close on signed LPA. Hard commitment.
Development LP · April 2028 (separate raise)
Second Wire
78.7%
of total LP equity · ~$250M Development LP raise (separate post-SPA, ROFR for Acq LP)
Funds residual construction equity, marketing & sales, working capital. Raised separately post-SPA via new Development LP. Acquisition LP investors have ROFR co-invest at MFN Tier 3 terms; alternatively, take cash exit (Option A) at the entitlement gate.
Trigger: 50%+1 LP vote for Exit B at Month 24 LP Meeting.
Example · $5M Acquisition LP subscription
Acquisition LP Wire · Apr 2026
$5,000,000
Pro-rata Dev LP roll-forward · Apr 2028 (MFN Tier 3)
~$18,500,000
If Exit A elected · Total Capital At Risk
$5,000,000
Interactive Returns

Model your subscription.

Adjust unit count and scenario. Returns flow from the same Pro Forma above and the waterfall below. Numbers are illustrative; the Excel model is the authoritative version.

Units subscribed 10
Scenario Base
Preferred tier
Sub-$10M: 0%
$10M – $24.9M: 5%
$25M+: 8%
LP Net Return · Post-Waterfall
18.0%
IRR over 60-month hold
Subscription $5,000,000
LP Multiple 2.10x
Total LP Distribution $10,900,000
Profit (above ROC) $5,900,000
Illustrative. Real LP returns depend on subscription tier, close timing, waterfall mechanics, and Fund expenses. The Offering Memorandum and Limited Partnership Agreement govern.
Distribution Waterfall

Four tiers · Base case Exit B.

$775M of distributable proceeds flow through the waterfall. LPs receive 84.3% of total distributions in the base case. The GP's 15.7% share is earned through pari-passu co-invest, catch-up, and promote.

01
Return of Capital
Pro-rata to LPs and GP until each party receives return of its invested capital (~$250M Dev LP + $122.2M Acq LP + $33.3M GP).
$333M · 90/10
02
Preferred Return
LPs receive 0% / 5% / 8% tiered preferred (by subscription size) compounded annually, before GP receives any promote.
$124M · 100% LP
03
GP Catch-Up
GP receives 100% of next distributions until it has 20% of cumulative distributions above return of capital.
$31M · 100% GP
04
Carried Interest Promote
80% to LPs pro-rata and 20% to GP on all remaining distributions (above 12% IRR threshold).
$287M · 80/20
LP · $653M total
GP · $122M total
Sensitivity Analysis

Stress-tested across three risk axes.

Even at meaningful adverse moves on pricing, construction cost, and interest rates, LP IRR remains above the 8% preferred return threshold. Full sensitivity tables in the Excel model — these are headline indicators only.

Sale Pricing · Blended PSF
Base $3,022 PSF
Scenario PSF LP IRR
Stress (−25%) $2,267 12.4%
Downside (−14%) $2,599 16.3%
Base case $3,022 20.6%
Upside (+10%) $3,324 23.4%
Blue sky (+15%) $3,475 24.8%
Hard Cost Overrun
10% contingency = $36.2M
Scenario Multiplier LP IRR
−10% savings 0.90x 21.9%
Base 1.00x 20.6%
+5% overrun 1.05x 20.0%
+10% (cont. used) 1.10x 19.4%
+15% overrun 1.15x 18.7%
+20% overrun 1.20x 18.0%
Interest Rate Shock
Base prime + 250 bps
Scenario Δ Rate LP IRR
−100 bps −1.00% 20.9%
Base 0 20.6%
+100 bps +1.00% 20.4%
+200 bps +2.00% 20.1%
+300 bps +3.00% 19.8%
Comparables

Bellwood sits at a 24.5% discount to the closest comp.

Toronto luxury condominium towers with direct park or ravine frontage. The 138 Avenue Road comparison is the most direct: twin towers over Ramsden Park, launched at $4,000 PSF blended. Trinity Bellwoods is 9× larger, more centrally located, and more culturally significant.

Project Park Park Acres Blended PSF Delta
138 Avenue Road Ramsden 4 ac $4,000
The Hazelton Yorkville $3,850 −3.8%
Four Seasons Residences Yorkville $3,400 −15.0%
One Bloor East Urban $2,800 −30.0%
Bellwood Towers Trinity Bellwoods 37 ac $3,022 −24.5%
Versus Public Markets

18.0% LP Net IRR vs liquid alternatives.

Bellwood Towers is illiquid private real estate, not a public market security. The chart compares headline annualized return; it does not adjust for risk, liquidity, taxes, or duration. Use it as a relative scale, not an investment recommendation.

Bellwood LP Net
18.0%
Toronto Luxury Condo (15-yr)
14.0%
S&P 500 (30-yr CAGR)
10.2%
TSX Composite (30-yr)
8.6%
Canadian REIT Index
7.0%
10-yr GoC Bond
3.5%
Private real estate development carries materially higher concentration, liquidity, and execution risk than diversified public market indices. Returns shown are illustrative long-run averages for the public benchmarks; actual returns vary year-to-year. The Bellwood projection is a base-case forward-looking estimate, not a realised return. Past performance does not guarantee future results.
Team & Advisors

A senior team with deep alignment.

Bellwood Towers GP Inc. (the General Partner) is led by two Co-Managing Partners with a combined track record across luxury condominium development, institutional real estate finance, and Toronto market entitlement. The GP co-invests 10% pari-passu with LP capital — real equity at risk, alongside investors.

General Partner Principals
Co-Managing Partner
Thomas Genua
Thomas leads structuring, capital strategy, and investor relations for Bellwood Towers. He brings a quantitative and capital-markets background spanning systematic trading, investment banking, and institutional real estate. Prior projects include luxury condominium development, structured debt origination, and counter-cyclical acquisitions in Tier 1 North American markets. Thomas chairs the Acquisition LP Investment Committee.
Co-Managing Partner
Andrew Skaab
Andrew leads land acquisition, entitlement, and project execution for Bellwood Towers. He brings a deep real estate development background spanning Toronto luxury condominium projects, parcel assembly, municipal entitlement, and construction delivery. Andrew has direct working relationships with the City of Toronto Planning Division, the Trinity-Spadina ward office, and the consultant team. He chairs the Acquisition LP entitlement workstream.
Professional Advisors
Architect Hariri Pontarini Architects · subject to RFP
Landscape PUBLIC WORK Office · subject to RFP
Planner SvN Architects + Planners · subject to RFP
Structural & MEP Arup Toronto · subject to RFP
General Contractor EllisDon Corporation · subject to RFP
Cost Consultant Altus Group · Class C estimate engaged
Heritage ERA Architects · scoping
Traffic BA Group · scoping
Fund Counsel [Securities counsel] · to be retained
Real Estate Counsel [RE counsel] · to be retained
Auditor [Audit firm] · to be retained at Acquisition Close
Fund Administrator [Administrator] · to be retained at Acquisition Close
ESG & Sustainability

Built to institutional ESG standards.

Many institutional LPs — particularly European Reg S subscribers — require ESG disclosure as a precondition to subscription. Bellwood Towers targets LEED Platinum certification and Toronto Green Standard Tier 2, with explicit governance protections written into the LP Agreement.

E
Environmental
  • LEED Platinum certification target
  • Toronto Green Standard Tier 2 (mandatory minimum)
  • Geothermal heating and cooling under evaluation
  • Triple-glazed curtain wall, high-performance envelope
  • EV charging at 25% of stalls (Toronto by-law)
  • Greywater reclamation and rainwater harvesting
  • Phase I and Phase II Environmental Site Assessments
  • $2.8M remediation reserve in hard cost budget
S
Social
  • 5% affordable units (Toronto Inclusionary Zoning)
  • Improved Queen Street public realm — wider sidewalks, trees
  • Public art commission integrated into podium
  • 480 bicycle stalls — exceeds Tier 2 by 20%
  • Park-side plaza with public seating
  • Local procurement preference in GC contract
  • Construction noise / dust controls per Toronto by-law
  • Community Benefits Agreement scoping with local BIA
G
Governance
  • LP Advisory Committee with conflict-of-interest review
  • Key Person clause — LPs can remove GP at supermajority
  • 75% LP supermajority required for self-dealing approval
  • Quarterly investor reporting throughout 60-month hold
  • Annual audited financial statements (PCAOB or Canadian GAAP)
  • Independent Valuator opinion required at Exit A
  • FATCA / CRS / AML compliance built into subscription
  • OSC and SEC filings as exemption requirements dictate
Investor Process

From teaser to wire in five steps.

01
NDA
Mutual non-disclosure signed. Data room access within 24 hours.
02
OM + Model
Full Offering Memorandum and 5-sheet Excel financial model delivered.
03
Diligence
47-document data room across 8 folders. 2–3 weeks review.
04
Subscription
Subscription Agreement, Accredited Investor Questionnaire, and Wire Confirmation executed.
05
Acquisition Close
Capital wired to counsel trust. Admitted as Limited Partner on close date.
FAQ

Common questions from institutional LPs.

Because they are different numbers and sophisticated LPs expect both. Gross IRR of 20.6% is the project-level return before the GP's catch-up and 20% promote. LP net IRR of 18.0% is what actually lands in an LP's account after the waterfall runs. We show both rather than advertising one and delivering the other.
Three layers. First, Acquisition LP capital only funds land, entitlement, and carry — so if the market is wrong at Month 18-24, Acquisition LP investors take Exit A, sell the entitled land at marked-up valuation, and never participate in construction. Second, the downside scenario already assumes a 14% pricing reduction to $2,599 PSF and still produces a 16.5% gross IRR (vs 20.6% base / 23.3% upside). Third, break-even with 8% preferred return is at approximately $2,190 PSF — a 27.5% discount to the base case.
At Month 18-24, after entitlement is secured, Acquisition LP investors take Exit A or roll into Development LP (Exit B). Exit A sells the entitled land at the higher of third-party bid or Independent Valuator opinion. Exit B rolls Acquisition LP capital into the Development LP at MFN Tier 3 terms, proceeding to full construction and unit closings over Months 24–60. Base-case Exit A IRR is approximately 33% over 21 months on the $122.2M Acquisition LP basis; base-case rolled-through (Acq LP + Dev LP) Net IRR is 18.0% over 60 months.
Three ways. (1) 1.5% annual management fee on committed LP equity, paid monthly — totals approximately $15M over the 60-month hold across both Acquisition LP and Development LP. (2) 10% pari-passu co-invest of approximately $36.7M — the GP has real equity at risk alongside LPs. (3) 20% carried interest on distributions above the 8% LP preferred return hurdle, after LP return of capital, LP preferred, and GP catch-up, then 70/30 above a 25% LP IRR. Total GP take in base case: approximately $108M of $775M distributions, or 13.9%.
Yes, under Regulation S Rule 904. Eligible investors must meet home-jurisdiction wholesale, professional, or sophisticated investor tests. Distributions are subject to Canadian Part XIII withholding at treaty rates (typically 15% for UK, EU, Singapore, Australia; 10% for Hong Kong; 25% for UAE/Cayman without treaty). Subscriptions are CAD-denominated. See OM Section IX for the full eligibility table.
The pro forma includes a 10% hard cost contingency ($36.2M) on top of the base $361.6M hard cost budget. A 5% overrun sits inside contingency. A 10% overrun exhausts contingency and reduces LP IRR by approximately 120 bps. A 15% overrun reduces IRR by approximately 190 bps. A fixed-price GC contract with completion guarantee is assumed.
Acquisition Close target is April 2026 at $122.2M CAD max ($90.5M USD max) total LP capital. The Acquisition LP fully subscribes at close — there is no future Acquisition LP capital call. The Development LP (~$250M) is a separate post-SPA raise opening Month 21 (approximately January 2028); Acquisition LP investors hold ROFR co-invest at MFN Tier 3 terms.
The Pro Forma section above shows base-case revenue and cost line items totaling $1,114.2M and $694M respectively. The full 5-sheet Excel model with Assumptions, Pro Forma, Waterfall, Sensitivity, and Phase-1 Cash Flow is delivered after NDA execution. The 36-page Offering Memorandum contains complete narrative disclosure including all 12 risk factors. Request access via the button below.
Tax Considerations

Pass-through structure · treaty-rate withholding.

Bellwood Towers LP is an Ontario limited partnership. Income, gains, and losses pass through to LPs in proportion to their unit holdings. Distributions to non-Canadian LPs are subject to Canadian Part XIII withholding at applicable treaty rates. The table below is illustrative only.

LP Domicile Withholding Treaty Filing
Canada (resident) None — pass-through n/a T5013 from GP; LP files T2 / T1
United States 15% Canada-US Tax Convention NR4 from GP; LP files Form 1116 for FTC
United Kingdom 15% Canada-UK Treaty NR4 from GP; HMRC self-assessment
European Union (most) 15% Country-specific (15% standard) NR4 from GP; local filing required
Singapore / Australia 15% Treaty network NR4 from GP; local filing required
Hong Kong 10% Canada-HK Treaty NR4 from GP; IRD filing
UAE / Cayman / non-treaty 25% No treaty NR4 from GP; treaty election if available
This table is illustrative and does not constitute tax advice. Withholding rates depend on each LP's domicile, residency status, treaty position, and the character of distributions (capital gain vs. ordinary income vs. return of capital). Each prospective LP must consult its own tax advisors before subscribing. The Offering Memorandum contains the binding tax disclosure.
Risk Factors

Twelve principal risks · and how each is mitigated.

Real estate development at this scale carries substantial risk. The OM contains complete risk disclosure across twelve categories. The summary below covers headline risks; investors should rely on the OM as the binding statement of risk.

Investors may lose some or all capital invested. Forward-looking projections assume successful entitlement, market absorption at $3,022 PSF blended, and construction within budget over a 60-month hold. Any of these may fail. Past performance does not guarantee future results.
RISK 01
Entitlement risk

City of Toronto may not approve the requested 34-storey rezoning at this site. Pre-consultation has been initiated.

Mitigation: Acquisition LP capital is sized to cover entitlement worst-case. If entitlement fails, GP returns remaining capital pro-rata. Acquisition LP investors retain Exit A optionality at the entitlement gate (Month 18-24).
RISK 02
Toronto pre-construction market

Pre-construction launch volumes fell 68% in 2024 and 41% in H1 2025. Continued softening could compress sale prices below the $3,022 PSF base case.

Mitigation: Land basis acquired at $20M counter-cyclical savings vs. 2022 spring peaks. Downside scenario at $2,599 PSF still produces 16.5% gross IRR. Exit A converts to land sale.
RISK 03
Construction cost overrun

Hard costs are estimated at $900/SF based on Altus Class C. A material overrun would compress LP returns.

Mitigation: 10% contingency ($36.2M) absorbs first 10% of overrun. Fixed-price GC contract with completion guarantee assumed.
RISK 04
Interest rate / financing risk

Senior construction financing at prime + 250 bps. A 200 bps rate increase compresses LP IRR by approximately 360 bps.

Mitigation: Hedge product evaluated at financing close. Sensitivity analysis shows IRR remains above 8% preferred at +300 bps shock.
RISK 05
Pre-sale shortfall

Construction financing typically requires 55-65% pre-sales at draw start. Failure to hit threshold delays Development LP draw and construction commencement.

Mitigation: 18-month sales window before construction trigger. Exit A available if pre-sales fail. Anchor LP can extend bridge financing.
RISK 06
Heritage / community opposition

Trinity Bellwoods is a culturally sensitive site. Community opposition could delay entitlement or force design compromises.

Mitigation: ERA Architects engaged for heritage scoping. Community consultation built into entitlement schedule. PUBLIC WORK landscape architect chosen for park interface.
RISK 07
Key person risk

The GP relies on two named principals. Loss of either materially impacts project execution.

Mitigation: LPA Article 8 Key Person clause grants LPs majority right to remove GP if either Co-Managing Partner departs within 24 months.
RISK 08
Liquidity

LP units are illiquid. Transfers require GP consent and counterparty AML/KYC clearance. Distributions occur only at Exit A or Exit B.

Mitigation: 60-month hold disclosed up front. Quarterly investor reporting throughout. Exit A vote at Month 24 provides early liquidity option.
RISK 09
Regulatory & tax

Securities exemptions (NI 45-106, Reg D 506(c), Reg S) and Canadian Part XIII withholding apply. Rules may change over the 60-month hold.

Mitigation: Fund counsel structures and monitors compliance. Investors required to certify accreditation. Treaty position reviewed at distribution.
RISK 10
Environmental

12-parcel assembly includes some legacy commercial uses. Phase I/II ESAs ongoing. Remediation reserve included in pro forma.

Mitigation: $2.8M remediation reserve in hard cost budget. ESAs to be completed before Acquisition Close. Counsel-provided indemnities from sellers.
RISK 11
Conflict of interest

GP principals may have other real estate interests in Toronto. Co-invest and key-person clauses do not eliminate conflicts entirely.

Mitigation: LPA Article 11 requires conflict disclosure to LP Advisory Committee. GP cannot self-deal without 75% LP supermajority approval.
RISK 12
Force majeure

Pandemic, war, severe weather, or other extraordinary events could materially affect construction, sales absorption, or entitlement timing.

Mitigation: Construction insurance with builder's risk and business interruption. GC contract includes force majeure relief. Hold period flexibility built into LPA.
Development Schedule

Month 0 to Month 54.

Acquisition LP closes April 2026. Entitlement runs Months 0-18. Site Plan Approval target Month 18. Acquisition LP investors take Exit A (cash) or Exit B (roll into Development LP) at Month 18-24. Construction Months 24-48. Final distribution Month 60.

Month 0 · April 2026
Acquisition Close
$122.2M Acquisition LP capital wired. Land closing funds flow. 4 investors close pari passu.
Month 1 to 6
Design Development
Architect (Hariri Pontarini), landscape architect (PUBLIC WORK), and consultant team engaged. SD package complete.
Month 4 to 24
Entitlement
Official Plan amendment, Zoning By-Law amendment, site plan approval. Pre-consultation with City of Toronto. Community consultation.
Month 18 to 24
Pre-Sales Launch
On-site sales gallery opens. Target: 70% pre-sale by Month 24 to qualify for construction financing.
Month 24 · April 2028
LP Vote — Exit A or Exit B
If Exit A: entitled land sold to third party at higher of bid or Independent Valuator opinion. If Exit B: Acquisition LP rolls into new Development LP at MFN Tier 3 terms.
Month 24 (if Exit B)
Development LP Close
~$250M Development LP raise closes. Senior construction financing closes ($221.2M facility).
Month 24 to 52
Construction
Excavation through to topping-out and curtain wall. 28 months base case. Fixed-price GC contract with completion guarantee.
Month 48 to 54
Occupancy & Closings
Interim occupancy. Final registration. Unit closings flow over a six-month window.
Month 54 · October 2030
Final Distribution
All proceeds collected. Waterfall runs. Final LP distribution. Fund wind-up.
Acquisition Close · April 2026

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