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i. Business Name: TITAN Equity Group Ltd. ii. Business Type: Private Company iii. Company registration number: 002318982 iv. Tel: 1-905-760-2277 v. Fax: 1-905-760-2212 vi. Website: www.titansinv.com vii. Physical Address: 2501 Rutherford Road, Unit 33 Vaughan, ON. L4K 2N6 viii. Postal Address: same as above


A. Company History: TITAN Equity Group Ltd. has been a vision of our founder for well over a decade and was finally established in May 2012. It is wholly owned by Executive Leasing Capital Corp. During this time, TITAN has been recognized within the mortgage industry as the go-to source for pooled mortgage investments. The extensive editorial published in CMP Magazine (the industry standard publication) has been well received and regularly referenced.

Our pooled mortgage investment (PMI) is a favoured product offering non-accredited investors an opportunity to utilize registered savings as a means to investing in solid, Canadian real estate developments. We have also launched other products targeting investors of all levels and interests. Equity and joint venture opportunities for select investors are also available.

B. What The Company Does: TITAN Equity Group Ltd. is a real estate investment and development company which provides a variety of asset backed investment products. The TREAD Note is our latest product, which is especially designed for the seasoned investor. It is a registered fund eligible, retail-investment vehicle created for those interested in high yield in Canadian real estate projects. This investment is ideal for those interested in double-digit returns with defined terms on cash or registered investments. For additional security, this product is sold exclusively through our Exempt Market Dealer partners, who provide both the expertise and vast industry knowledge to ensure your confidence in the investment that you have chosen.

We aim to provide individuals with the ability to succeed in the real estate market successfully and seamlessly.


A. Mission Statement: Our mission is to provide profitable growth through superior real estate investment products, customer service, innovation and commitment.

B. Values: What TITAN brings to the table is trust, transparency and tenacity.

C. Business Goals & Objectives TITAN’s goals include: I. To bring increased awareness and education regarding pooled mortgage investments and exempt market products in real estate development, as a viable and healthy investment alternative for investors II. To further develop and bring to market additional asset backed investment vehicles to service a diverse base of clientele III. To broaden existing presence in UK and parts of Europe and Asia IV. To capture additional Canadian market share • 20% per year for the next 5 years V. To heighten the recognition of the TITAN brand nationally and globally

D. Business Strategy: I. Conduct frequent educational seminars for industry professionals concentrating in areas such as: a. Product compliance b. Industry standards c. Product excellence II. Develop and execute a comprehensive marketing and editorial campaign with the help of industry & consumer publications III. Further secure existing and new clientele with a combination of industry leading products and lucrative development projects IV. Adopt and embrace the best practices of social media within daily business activities helping to keep the brand top of mind


Lance Kotton President and C.E.O. As President & CEO of TITAN, Lance not only leads the team in every aspect of the day-today operations, but also in the long term strategy of our company. His vision for the TITAN team and clientele is one of seamless success in the real estate investment arena punctuated with integrity, transparency and reliability. Lance is a fully licensed mortgage agent with over two decades of experience in the financial services and real estate investment industries. He has been a regular feature on a radio talk show and has been a feature speaker at events all over the world.

President’s Message As the President of TITAN Equity Group Ltd., I’m proud to tell the story of our innovative real estate investment and development company. TITAN was founded on a commitment – to provide investors, large and small, with excellent returns, security and simplicity. From the beginning, I pledged to establish and maintain a business that would provide outstanding real estate investment opportunities, previously available only to large investors and now to smaller ones as well. Our TREAD Note is a retail investment product for

sophisticated investors interested in double-digit returns. Secured by a pledge against the real estate, it’s the leading product in its field. Our Pooled Mortgage Investment product, or PMI, is available for investment for as little as $25,000. Our PMI is truly unique, offering a fully funded interest reserve held by a third party. We have a wide variety of products – offering stable, generous returns – for a diverse clientele. From the outset, TITAN has operated with a focus on trust, tenacity and transparency. We take the lead in all of the projects in which we participate, giving us autonomy and full control, and providing us with the power and flexibility to structure our products in favour of the investor. We’re absolutely tenacious in acquiring the best real estate opportunities. In fact, we’ve become the partner of choice for mid-size and small builders who are often overlooked by other firms. As a result, we have some of the most attractive locations in the GTA, and across Canada. Transparency is integral to the way we do business. It’s the only way to do business! Investing in real estate should be a relatively straightforward affair. However, over the years, it’s become unnecessarily complex and complicated for potential investors, especially smaller investors. TITAN has changed all that. Our investments are an open book, and we welcome you to turn the pages. We’ve long believed in the value and opportunity in real estate. That belief, and the commitment to give back to the communities in which we invest, represents the core of what – and who – we are.


Rose Yu-Virji Operations Manager Rose has over a decade of experience in the financial industry and is recognized as the go-to person for flawless execution of strategic corporate initiatives. With her proven track record in areas such as policies & procedures formulation, project budget development & administration, team building, leadership & employee potential maximization, Rose oversees the operations of TITAN. Rose is also a fully licensed mortgage professional.

Peter Santos Project Development Peter spearheads the area of project development for TITAN. He brings with him almost two decades of effective and profitable project coordination and development. He has over seven years of experience as a broker specializing in commercial financing. Peter has a meticulous understanding of construction and third party contracting, due diligence processes, property development and team management. His love for construction, in combination with his proven business savvy, makes him one of the pillars of the TITAN executive team.

Andrea Rossanese General Counsel Andrea has several years of experience working as a lawyer in both the corporate and real estate development fields. She has been involved in the legal aspects of real estate development projects from negotiating the acquisition of property through the purchase and development approval process with the municipality. Her intimate knowledge of the legalities of real estate development and corporate law makes her an invaluable asset to the TITAN team.


With a population of over 35 million people, Canada is increasingly becoming the choice-country for investors and migrants alike. A member of the Organisation for Economic Co-operation and Development and the G8, Canada is named the best country to do business with in the G-20 until at least 2017, according to Forbes Magazine. With global rankings to be proud of, a sound economy, stable government, and a constant inflow of immigrants, Canada is a strong country to invest in. While some countries are still feeling the effects of the 2008 banking collapse, Canada’s economy was fastest of all G8 countries to recover due to its practical banking regulations. Canada is ranked as the world’s 11th largest economy with a GDP of approximately $1.821 trillion USD. Since 2007, the World Economic Forum has rated Canada’s banking system as the world’s soundest, despite the 2008 global recession. The World Economic Forum states that Canada’s banks are well capitalized, well managed and well regulated. Moreover, Moody’s Investors Services ranked Canada as the number one banking system in the world for financial strength and safety. During the recession, no Canadian bank or insurance company failed or required a bailout, nor were any in danger of failing. The proximity of Canada to the United States often leads to wrongful comparisons of the two. The U.S. housing crash in 2008 has been described as the greatest destruction of wealth in human history. Canada’s

Gross Domestic Product 2012 Ranking

Economy

(millions of US dollars)

1

United States

15,684,800

2

China

8,358,363

3

Japan

5,959,718

4

Germany

3,399,589

5

France

2,612,878

6

United Kingdom

2,435,174

7

Brazil

2,252,664

8

Russian Federation

2,014,776

9

Italy

2,013,263

10

India

1,841,717

11

Canada

1,821,424

12

Australia

1,520,608

13

Spain

1,349,351

World Development Indicators Database, World Bank, 23 September 2013.

housing market is more stable than the U.S. Since at least 1980, the average house prices between the U.S. and Canada have tended to track each other closely; however, Canadian house prices now command a 55% premium to U.S. prices. Moreover, inflation-adjusted house prices in Canada are at a re-


York Region Population 2011 - 2012 Region

2011

2012

Increase in Persons

Change (%)

Aurora

55,700

56,000

300

0.5%

East Gw illimbury

24,100

24,600

500

2.1%

Georgina

46,800

47,200

400

0.9%

King

21,700

22,400

700

3.2%

Markham

315,600

323,800

8,200

2.6%

New Market

85,000

86,300

1,300

1.5%

Richmond Hill

191,600

195,100

3,500

1.8%

Vaughan

304,600

311,200

6,600

2.2%

Whitchurch - Stouffville

40,400

41,900

1,500

3.7%

York Region Total

1,085,600

1,108,600

23,00

2.1%

Source: York Region, Office of the CAO, Long Range Planning Branch, 2011 and 2012. Note: Please note that numerical data in this report has been rounded and, therefore, some totals may be affected

cord high, with a slight incline since 2000, with the pricing steadily increasing. Thus, the demand for housing in Canada is not slowing down, nor is the housing market decelerating. Not to be overshadowed by the residential real estate market, Canada also boasts of a healthy commercial real estate market. With a stable economy, low interest rates and skilled work force, many businesses are choosing to open in Canada and demand for com-

commercial space is growing. In 2011, approximately $21 billion worth of commercial real estate transactions took place in Canada. The increase in demand for commercial space has lead to an increase in leasing rates and a tightening of the commercial market. In 2012, six of Canada’s seven largest markets, including Toronto and Calgary, had commercial vacancy rates below 8% with Calgary and Edmonton showing the highest demand for office space. These trends are set to continue as demand increases and American


chains like Target and Nordstrom move into the Canadian market. Politically, Canada has one of the most established governments in the world. Backed by strong political regulations, Canadians experience the best living conditions. Due to Canada’s sound monetary policy, the country faces very little risk of inflation — a problem that affects many countries, including the United States. Moreover, whilst other countries are raising borrowing rates, Canadian policymakers have taken aggressive action to limit risky borrowing through new regulations. Additionally, the International Monetary Fund reported that Canada’s total government debt as a share of GDP is a benign 35%, which is less than half that of the UK, US and some European countries. Named as the most secure in the world, Canada’s sound banking system has lead it to continue to be backed by a strong and supportive government. Due to Canada’s sound economy and stable government, in 2012 an approximate 257,515 immigrants made Canada home. Approximately 38.38% settled in Ontario. Canada is 3rd in the world, after Australia and Iceland, for the lowest population density at around 3.77 persons for every square km. The low population density provides a blank canvas for growth and development, and allows for building houses and commercial space based on the needs of the growing population. With the constant immigration inflow, as well as the low population density, the need for housing and commercial real estate is at an all-time

Population Growth Rate (in percentage) of the G8 countries, 2001 to 2006 and 2006 to 2011

Source: Statistics Canada, 2011 Census of Population, and calculation from the data of the U.S. Census Bureau - Population Estimates Program, Instituto Naionale di Statistica (Italy), National Institute of Statistics and Economic Studies (France), United Kingdom Office for National Statistics, Statistics Bureau of Japan, Federal Statistical Office of Germany and Russian Federation Federal State Statistics Service.

high, and the space to develop on is available. In a 2012 study done by Statistics Canada on Canada’s largest municipalities, Ontario claimed 4 of the 10 spots, with the York Region placed in the 6th spot at an estimated population of 1,108,600. It is estimated that the York Region will have well over 1,500,000 people, with over 780,000 jobs available, by the year 2031. Richmond Hill, Vaughan and Markham alone


Canada’s Largest Municipalities 2012 Rank

Municipality

Est. Population

1

City of Toronto

2,791,200

2

Greater Vancouver Regional District

2,443,700

3

City of Montréal

1,981,700

4

Peel Region

1,382,000

5

City of Calgary

1,120,200

6

York Region

1,108,600

7

City of Ottawa

944,900

8

City of Edmonton

817,500

9

City of Québec

769,600

10

City of Winnipeg

704,800

Source: York Region, Office of the CAO, Long Range Planning Branch, 2012; Various Municipalities, 2012. Note: List includes cities, Regions, and Regional Districts as defined locally.

are estimated to contain over 70% of York Region’s future population. To accommodate for the population increase, a number of proposals have been set in place to encourage managed development, such as the proposed transportation hub. This hub will provide new transit services by Bus Rapid Transit (BRT) or Light Rail Transit (LRT) and will include more GO Stations and TTC stops throughout York Region.

The 5th largest municipality is the city of Calgary, with a population of 1,120,200 people. The province of Alberta is one of Canada’s quickest developing provinces. Alberta is the world’s 3rd largest supplier of natural gas, and ranks 2nd in the world after Saudi Arabia in terms of proven global crude oil reserves. Alberta rightfully boasts having the highest average family income in Canada at $75,000 per household. Moreover, Alberta’s total exports exceed $115 billion, while the annual tourism revenue is in excess of $5 billion. The sound economy, backed by a strong democratic government and the steady arrival of immigrants has rightfully depicted Canada as the country of choice for both immigrants and investors. The York Region in particular is emerging as a place full of culture, welcoming the changes implemented to adjust to the consistently growing population.


Fixed Income

Equity & Joint Ventures

To date, TITAN has offered its investors the opportunity to participate in Canadian real estate development opportunities through TITAN’s TREAD Note. The investment instrument is a real estate-backed, fixed income product emphasizing protection of capital, short to medium-terms and fixed interest rates. Of particular importance to non-Canadian investors is that there are no Canadian income or withholding taxes exigible on interest payments received by them, thus equating the nominal and after-Canadian tax yield.

For significant investors seeking to partner with TITAN and capitalize on its value creation and execution capability, TITAN has structured “bespoke” investment products, including preferred share investments, to suit an investor’s particular criteria. Additionally, TITAN offers select partners an opportunity to invest in its equity fund, or to joint venture with TITAN, on a project-by-project basis.

The TREAD Note is a mezzanine loan backed by the pledge of TITAN’s equity position in the development project. The Note is issued to the investor through TREAD Finance Corp., TITAN’s finance subsidiary. The terms range from 1 to 4 years, with the Borrower having the option to extend the maturity date absent any default, as well as the satisfaction of enumerated conditions. The Note carries an annual interest rate between 10-12%, which is payable at maturity. The minimum investment amount is C$150,000.


To identify whether the subject property is suitable for acquisition and to properly plan for the development, TITAN ensures that the property passes an extensive due diligence and planning process by contracting independent, 3rd parties to conduct a series of studies. Examples of studies are as follows:

Environmental Phase I Phase I consists of a general property history search through title of the property, which would identify details regarding the prior owner and type of infrastructures that were previously built on the piece of land. The purpose is to provide a general idea of the property environment condition before moving forward with more detailed studies.

Geotechnical Reports & Soil Test The Geotechnical Report is used to communicate the condition of the property to the designated design and construction team. Design and construction recommendations, based on the site’s condition, will provide adequate information required to develop a safe and cost-effective project. In the case of watercourses, the report will provide recommendations on how to proceed with construction without jeopardizing the natural surroundings. The Soil Test identifies the types of soil, the density, and the ability to build upon the land.

Archeological Report

Phase II of the environmental studies allow for more detailed research. Reports regarding surface and underground contamination, as well as soil tests below grade, will be available for further analysis.

The Archeological Report will provide an in-depth analysis of whether the subject land is deemed an archaeological site. Archaeological sites include, but are not limited to: Aboriginal hunting camps & villages, battlefields, burial grounds & cemeteries, and pioneer homes. This report will determine whether the construction of modern infrastructure will be permitted.

Bearing Load Test

Natural Heritage Report

The Bearing Load Test examines the condition of the property to establish the types of footing required for the development. It provides numeric data regarding the depth of excavation that is required for stable foundations.

The Natural Heritage Report will confirm whether the property is considered a protected and/or endangered habitat, or located near an environmentally sensitive area.

Environmental Phase II


Feasibility Service Report

Architectural Design

The Feasibility Service Report (FSR) provides an in-depth look at the cost and amount of services, including sewer, water & hydro, required for a sustainable building, be it retail, commercial, or residential.

An architectural design is simply a mock up of the building. The mock up will play a key role in how the building will look, how to maximize usage of the lot, layout and design, and the quality of the build in comparison to its neighbours. The results will provide TITAN’s team with a better understanding of building costs.


TITAN also looks at the preliminary zoning and official plan in order to determine the type of development allowed, and whether a rezoning application or official plan amendment is required. TITAN’s designated local area planning consultant (Weston Consulting Group) will jointly partake in municipal discussions regarding the development mockup to gain further direction for the design and construction of the subject property. The third party appraisal will provide an estimate of the property’s current value and outline the highest and best use. The appraisal will be taken into consideration during the due diligence process. The studies undertaken during the due diligence process ultimately determines the viability of the subject development property. TITAN’s project manager will analyze the reports and confirm whether or not the acquisition of the property should move forward.


PROJECT OVERVIEW

SUMMARY OF TERMS & CONDITIONS

Located at 50th Avenue SW in the beautiful city of Calgary, Alberta, the proposed 1.18 acre mixed-use site will be transformed into a building that will feature residential townhouses, retail, and office space.

• • • • •

The community itself is located along the Elbow River, which is just 5 kilometers south of Calgary’s central business district. The area is in close proximity to both downtown and lush green landscapes. It has access to 2 major city highways (Glenmore Trail & Macleod Trail South), as well as the Chinook LRT station. 50th Avenue is currently expanding and increasing the number of traffic lanes in order to allow for increase traffic to its local community, making it an ideal foundation for both commercial & office developments. Land use application has been approved by city council.

• • • •

Issuer: TREAD Finance Corp. Interest Rate: 11% per annum Offering: $4,000,000 Issue Price: C$1,000 per Note Principal and interest paid at maturity. Notes secured by pledge of TITAN’s equity in the project Accredited investors or minimum $150,000 investment Available for purchase with registered funds (RRSP, RESP, TFSA, LIRA, LIF, RRIF) or cash Investment Term: 2 years + Borrower option to extend up to 365 days (i.e., maximum 3 year term) Exempt Market Dealer: Sloane Capital Corp.


PROJECT OVERVIEW

SUMMARY OF TERMS & CONDITIONS

Luxury is redefined at The Oxford on Bathurst. This five-acre community is located at Bathurst and Oxford, just south of Elgin Mills in Richmond Hill, Ontario. The Oxford on Bathurst will showcase magnificently styled townhomes with modern classic design features. Directly across from the site is the Chabad Romano Centre offering a wide-range of services for the Jewish family; and within a 2 minute drive south on Bathurst is the well anticipated Lebovic Campus for families of all affiliations, abilities and interests. This up and coming area of Richmond Hill is surrounded by growing neighborhoods, luscious conservation lands, and recreational parks.

• Issuer: TREAD Finance Corp. • Interest Rate: 12% annual fixed rate (simple interest) • Offering: $3.0 Million • Issue Price: C$1,000 per Note • Principal and interest paid at maturity • Accredited investors or minimum $150,000 invested • Available for purchase with registered funds (RRSP, RESP, TFSA, LIRA, LIF, RRIF) or cash • Exempt Market Dealer: Sloane Capital Corp. • Use of Funds: Next phase of servicing and to start construction.

The Oxford on Bathurst is moving along exceptionally well with the 2nd TREAD raise progressing the project through to the construction phase. Zoning amendment has been submitted with city support as the project is well within the town’s official plan. Construction anticipated to begin as early as Q1 2014.


Project Overview: This exquisite townhome development is located in the heart of the beautiful town of Richmond Hill which proudly boasts over 150 parks and amenities. Recreational and sporting facilities include hockey arenas, indoor and outdoor soccer fields, indoor swimming pools, baseball diamonds, bocce courts, playgrounds and more. Diverse in its ethnicity as it is in its attractions, Richmond Hill offers gastronomic experiences from Chinese, Japanese, Indian, Italian, Thai, British and others. The town is made up of many cultures and backgrounds as well as many different religious organizations and places of worship. Project Features: • Located at 230 Major MacKenzie Drive West, one block from MacKenzie Richmond Hill Hospital, one of Ontario’s leading hospitals • Walking distance to schools, libraries, sports facilities and community arenas • Very close proximity to public transit and GO transit • Strong municipal support and part of the Municipality’s Official plan

Equity Investment Features • • • •

Initial offering: $3,500,000 Estimated return: 14% per year Investment term: 2 years Minimum investment level: $150,000


2501 Rutherford Road - Unit 33 • Vaughan, Ontario, Canada • L4K 2N6 • Telephone: 1-905-760-2277


TITAN International Investor Booklet (English)