Tallinn Capital Partners Corp. (“Tallinn”) is registered as an Exempt Market Dealer (“EMD”) with the British Columbia Securities Commission. Tallinn is deemed to be a captive dealer that solely distributes securities of a related or connected issuer(s). Tallinn Capital Mortgage Fund (the “Fund”) referred to herein is a connected issuer of Tallinn, because of shared ownership and common mind and management (directors, officers). Tallinn is both registered as an EMD and is the Manager for the Fund. The Fund can only act through its Manager, which is the same entity as Tallinn. Please feel free to reach out to us and request a copy of Tallinn’s Relationship Disclosure Information statement and talk to a dealing representative at Tallinn for a detailed overview and discussion of how Tallinn either avoids, controls or discloses the conflicts of interests inherent with its connected issuer(s).

Individual accredited investors generally qualify with one of the following: (i) net financial assets (cash and securities) over $1,000,000, alone or with your spouse; (ii) net worth of at least $5,000,000, alone or with your spouse or (iii) net income before tax of over $200,000 in the past 2 years (or over $300,000 combined with your spouse) and reasonably expect to exceed that amount in the current year. Full details regarding the accredited investor definition can be found in National Instrument 45-106 Prospectus Exemptions.

Tallinn Capital Mortgage Fund is a non-reporting, non-publicly listed company, and is exempt from prospectus requirements. As an exempt security, the Fund is traded in what is known as the exempt market or private market. In compliance with applicable Canadian securities legislation and in its role as a registered EMD, Tallinn follows a suitability assessment process to ensure an investment in the Fund is suitable for the investor and puts the investors interests first. After becoming an EMD client of Tallinn, to assess suitability, prospective investors work with Tallinn's dealing representative (“DR”) who will assist in evaluating the appropriateness of investing in the Fund. This process involves the DR conducting Know Your Product (“KYP”), Know Your Client (“KYC”), and assessing the investor's risk profile (risk tolerance and risk capacity), investment horizon, and liquidity needs in comparison to the criteria of the Fund's. Please note, even if a Tallinn DR has determined that an EMD client qualifies as an accredited investor, the DR must still assess whether the investment is suitable for the client.

Under securities legislation, Tallinn and our registered representatives must put their clients interests first and deal fairly, honestly, and in good faith with their clients. It is important that investors ensure that both Tallinn and the dealing representative they work with regarding the purchase of private securities such as Tallinn Capital Mortgage Fund are appropriately registered. You can confirm Tallinn and our registered representatives registration on the Canadian Securities Administrators website at www.aretheyregistered.ca