APITAL MARKETS

The Behar Group Realty Inc., Brokerage 1170 Sheppard Avenue West, Unit 24, Toronto, Ontario M3K 2A3 / Tel: 416.636.8898 / Fax: 416.636.8890 / Website: www.thebehargroup.com

CONFIDENTIAL INFORMATION MEMORANDUM

Southgate Plaza

1170-1200 Muskoka Road South, Gravenhurst

CAPITAL MARKETS FOR SALE

SOUTHGATE PLAZA | 1

TABLE OF CONTENTS

2 INVESTMENT SUMMARY

3 PROPERTY PHOTOGRAPHS

4 MARKET OVERVIEW

6 PROPERTY PROFILE

7 TENANCY AND FINANCIALS

8 LEASES

13 OFFERING PROCESS

PROPERTY OVERVIEW

The Behar Group Realty Inc. has been retained by Southgate Plaza Inc. (the “Vendor”) on an exclusive basis to

arrange the sale of their 100% interest in 1170-1200 Muskoka Road South, Gravenhurst, Ontario.

The Property consists of a neighbourhood retail centre incorporating two freestanding single tenant buildings

(Home Hardware and Giant Tiger), and a gas bar (Petro Canada) within 34,738 square feet on 4.42 acres in

Gravenhurst, Ontario. Built in 1986, it is conveniently located on Gravenhurst’s main retail arterial thorough-

fare, Muskoka Road South, just north of Hwy. 11. The site benefits from it’s location within Gravenhurst’s retail

node, it’s shared access with McDonald’s, neighbouring tenants such as Canadian Tire, Sobeys, Dollarama,

LCBO, and Tim Hortons.

Located 90 minutes north of Toronto, approximately 15 kilometres south of Bracebridge, Ontario.

This asset benefits from great visibility, location, easy access, and ample parking.

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LOCATION | 1170-1200 Muskoka Road South, Gravenhurst, Ontario

VENDOR | Southgate Plaza Inc.

LEGAL DESCRIPTION | Part of Lot 5, East of Muskoka Road (Muskoka),

Town of Gravenhurst, District Municipality of Muskoka (Parcel Identifi-

cation No. 48187-0357)

YEAR BUILT | 1986

SITE AREA | 4.42 acres

PARKING | 150 stalls - 4.3 / 1000 SF

GROSS LEASABLE AREA | 34,738 SF

OCCUPANCY | 100%

ENVIRONMENTALS | April 2010—Terrapex Environmental Ltd.

NET OPERATING INCOME | $360,120

EXISTING MORTGAGE | Free and clear

“Great opportunity to purchase Hwy retail in Muskoka region”

INVESTMENT SUMMARY

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PROPERTY PHTOGRAPHS

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MARKET OVERVIEW

GENERAL AREA OVERVIEW

The subject property is a neighbourhood retail centre located in the south-central portion of the Town of Gravenhurst, in

the District Municipality of Muskoka. The Town of Gravenhurst is bounded by the Town of Bracebridge to the north, the

City of Orillia to the south, the Township of Minden Hills to the east, and the Township of Georgian Bay to the west.

The Town of Gravenhurst is located on the west side of Highway 11, approximately 75 kilometres north-east of the City

of Barrie. The location is approximately 160 kilometres north of the City of Toronto.

Public transportation (Muskoka Extended Transit) is available to the property, with regular bus service along Muskoka

Road. Muskoka Extended Transit also provides regional access to the community of Severn Bridge.

The District Municipality of Muskoka is one of five districts that comprise the Muskoka-Kawarthas Economic Region; an

area extending from the Township of Georgian Bay in the north-west to the Municipality of Brighton in the south-east.

The economic region has an estimated population of 377,918. The population has increased by 3.4% since the census

carried out in 2011.

The District Municipality of Muskoka has an estimated population of 60,599. The population has increased by 4.5% since

2011; representing average annual growth of 0.9%.

Lake Ontario

Demographics 1 km 3 km 5 km

Total Population (2016)* 1,711 4,917 6,611

Daytime Population (2015) 2,270 4,812 5,926

Total Households (2016) 697 2,149 2,841

Household Average Income (2016) $44,628 $59,780 $66,444

*Estimated Summer Additional Population:

Gravenhurst - 11,327

Muskoka - 81,907

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COMPETITIVE RETAIL LANDSCAPE

1170-1200 Muskoka Road South is a 34,738 SF shopping plaza, situated on a total of 4.42 acres on Muskoka Road South just north

of Hwy. 11. Located along a high traffic road, 1170-1200 Muskoka Road South benefits from its long term tenants, excellent loca-

tion and parking. The surrounding retail landscape greatly benefits the Property.

MARKET OVERVIEW

Be

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5-8

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Type GLA (SF) Key Tenants Property

1 1170-1200 Muskoka Rd S Plaza 34,738 Home Hardware, Giant Tiger, Petro Canada

2 155 Edward St Power Centre 149,548 Sobeys, Dollarama, Canadian Tire, Mark’s, LCBO

3 1215 Muskoka Rd S Freestanding Harvey’s

4 150 Talisman Dr Freestanding Tim Hortons

5 398 Muskoka Rd N RBC

6 198 Muskoka Rd N Scotiabank

7 210 Muskoka Rd S TD

8 395 Muskoka Rd S National Bank

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SITE AND ACCESS

There are four access points to Southgate Plaza. Three from Muskoka Road South and one from Bethune Drive South.

PROPERTY PROFILE

RIOCAN GRAVENHURST

149,548 SF

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TENANCY AND FINANCIALS

TENANTS AREA IN SF RENT PSF ANNUAL RENT LEASE EXPIRY

Home Hardware

(R and K Clark Enterprises Ltd.) 13,500 $12.00 $162,000 April 2020

Giant Tiger

(Giant Tiger Stores Limited) 15,103 $ 9.13 $137,890 October 2019

Petro Canada

(Suncor Energy Products Partnership) 6,135 $13.69 $ 84,000 May 2021

FINANCIALS

Income

Rental Income $383,890

Recovery Income 97,300

Potential Gross Income 481,190

Less Vacancy 14,436

Effective Gross Income $466,755

Expenses

Realty taxes 57,300

Operating Costs 40,000

Miscellaneous/structural 9,335

Total Expenses 108,635

Net Operating Income $360,120

========

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LEASE SUMMARIES

Tenant Giant Tiger Stores Limited

Indemnifier

Assignment

Trade Name Giant Tiger

Unit 1170-1200 Muskoka Road South, Gravenhurst, Ontario

Leased Area 15,103 square feet

Original Commencement Date October 29,2009 – October 23, 2014

Current Lease Term October 24, 2014 – October 23, 2019 / Renewed for another 5-year term.

Renewal Rights The Tenant shall have the option of renewing this Lease for two (2) further periods of five (5) years each, all on the same terms and conditions that are set out herein and at the Minimum Rent set to be negotiated. Each option to renew shall be deemed to have been exercised by the Tenant without any notice being given thereof unless the Tenant gives notice in writing to the Landlord at least 365 days prior to the expiry of the Term stating it elects not to exercise such option.

As per the original lease document, for each Renewal option period, the Tenant shall pay to the Landlord the greater of: (i) the Base Amount plus the Base Amount multiplied by 75% 5Q% of the annual increase, if any, based on percentage change in the All-Items Consumer Price Index for Canada, expressed as a percentage ("C.P.I.") for the first day of the applicable option period over the C.P.l. on the Commencement Date, and (ii) the amount of rent per square foot paid by the Tenant in the Lease Year immediately preceding the commencement of the Renewal Term, plus $0.50 per square foot, payable in equal monthly installments on the first day of each month in advance.

Permitted Use During the Term, the Tenant shall be permitted to use the Leased Premises for the retail sale of general merchandise as well as any other use permitted by municipal zoning by-laws affecting the Leased Premises.

Exclusive Use The Landlord agrees that it shall not at any time during the Term occupy or use or permit to be occupied or used or lease any portion of the Shopping Centre for a business the same or similar to that of the Tenant including, without limitation a junior department store or junior department discount store provided the Tenant is conducting such use within the Leased Premises.

Restricted Use Notwithstanding the foregoing, the Tenant agrees that it will not: (a) use the Leased Premises for lodging; (b) use the Leased Premises for the purpose of conducting the business or operation of an automotive parts and supply store, automotive service centre, automotive service station, propane outlet, retail gas bar or for the sale of motor vehicle fuels or petroleum products, save for the incidental sale of petroleum products such as, by way of example, motor oil; or (c) use the Leased Premises for the purpose of a hardware store, a sporting goods store, bingo hall, flea market or a paint and wallpaper store.

Minimum Rent From To Rate PSF Annual

10/24/2014 10/23/2019 $9.13 $137,890.39

10/24/2019 10/23/2024 $9.63 $145,441.89

Lease Type Net Lease

Signage Rent n/a

Percentage Rent n/a

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Operating Costs The Tenant agrees to pay, as Additional Rent, its Proportionate Share of the following costs, only, incurred by the Landlord in operating and maintaining the Common Areas and Facilities, plus Taxes: (a) parking lot maintenance, including trash and refuse removal, ice and snow removal, sweeping, line painting, cleaning, and ordinary repairs to the parking lot; (b) electrical power (which shall be metered separately) for lighting the parking lot and all areas common to all tenants and repairs and maintenance of such lighting, including the replacement of bulbs; (c) maintenance of all lawns, trees and shrubs; (d) reasonable costs relating to property management, on-site personnel, bookkeeping and accounting; and (e) insurance premiums.

Realty Taxes The Tenant shall pay to the Landlord, as Additional Rent, its Proportionate Share of Property Taxes, save and except for the amount by which the Property Taxes are increased as a result of any part of the Shopping Centre being assessed in support of separate schools by reason of the tenancy or occupancy of the Landlord or any other tenant or any person claiming under them.

Utilities The Tenant shall promptly pay as the same become due respectively all charges for public utilities (which shall be metered separately at all times), including water, gas, electricity or any other utility, used or consumed upon or in respect of the Leased Premises and for fittings, machines, apparatus, meters or other things leased in respect thereof.

Tenant’ Right of Refusal n/a

Tenant’s Option to Purchase n/a

Tenant’s Right to Expand n/a

Tenant’s Right to Terminate n/a

Tenant Allowance n/a

Tenant’s Right to Parking n/a

Landlord’s Right to Relocate n/a

Co-Tenancy n/a

Documents “Lease” June 30, 2009

“Renewal and Amending Agreement”

LEASE SUMMARIES

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LEASE SUMMARIES

Tenant R and K Clark Enterprises Ltd.

Indemnifier

Assignment

Trade Name Home Hardware



Lease Term Ten years – April 27, 2010 – April 26, 2020

Renewal Rights The Tenant shall have the option of renewing this Lease for two (2) consecutive periods of five (5) years each, all on the same terms and conditions that are set out herein and at the Minimum Rent set to be negotiated. Each option to renew shall be deemed to have been exercised by the Tenant without any notice being given thereof unless the Tenant gives notice in writing to the Landlord at least 365 days prior to the expiry of the Term stating it elects not to exercise such option.

Permitted Use The Tenant covenants and agrees with the Landlord that the demised premises shall be used for the purpose of operating a Home Hardware Store and to sell all merchandise authorized or carried through the operation of a Home Hardware Store franchise.

Restricted Use The Landlord will not permit any other building or part of the Shopping Centre to be used for the purpose of a hardware store, a sporting goods store, or a paint and wallpaper store.


4/27/2010 4/26/2015 $11.00 $148,500

4/27/2015 4/26/2020 $12.00 $162,000


Signage Rent n/a

Percentage Rent n/a

Operating Costs The Tenant shall pay to the Landlord, as additional rent for each lease year, a share of the Landlord's gross costs of maintaining and operating the common areas and facilities determined by multiplying the Landlord's gross costs of maintaining and operating the common areas and facilities.

Realty Taxes The Tenant shall pay the realty taxes levied on the demised premises for each tax lease year during the term. The Tenant will also pay a proportionate share of the realty taxes levied on the common areas and facilities.

Utilities The Tenant shall pay all rates and charges for water, gas, electricity, fuel and any other utility supplied to or used on the demised premises.


Tenant’s Option to Purchase n/a


Tenant’s Right to Terminate n/a




Co-Tenancy n/a

Documents “Lease” February 16, 2010


LEASE SUMMARIES

Tenant Suncor Energy Products Partnership

Indemnifier

Assignment

Trade Name Petro Canada



Lease Term Ten years and Seventeen days - May 15, 2011 – May 31, 2021

Renewal Rights The Tenant has two (2) rights to renew the Lease for further terms of five (5) years each on the same terms and conditions as contained in this Lease, except Minimum Rent which shall be the greater of: (i) then prevailing Minimum Rent (prior to the commencement of the Renewal Term), and (ii) the then fair market rent for similar premises with similar use (including visibility and traffic) in the vicinity and calculated without reference to any Trade Fixtures and improvements installed by the Tenant. In the event that the Landlord and Tenant are unable to agree upon the Fair Market Rent within thirty (30) days prior to the commencement of such Renewal Term, then the Minimum Rent shall be subject to arbitration.

Permitted Use The Premises may be used for the sole purpose of a retail self-serve or split-serve gas bar, which may include a canopy and/or kiosk (not exceed 200 sq ft), and with the prior written approval of the Landlord not to be unreasonably withheld, for any other lawful retail use so long as such other use does not contravene the rights of any other tenants of the Centre in existence at the relevant time, and for no other use or purpose whatsoever.

Exclusive Use Throughout the Original Term and any Renewal Term, the Landlord covenants and agrees that it will not occupy or use, nor suffer or permit to be occupied or used, any other space in the Centre, as it exists as of the date of this Lease or as extended or expanded from time to time, or any adjacent property owned by the Landlord, other than the Leased Premises, for the purpose of conducting the business or operation of a retail gas bar or for the sale of motor vehicle fuels or petroleum products, save for the incidental sale from other premises in the Centre of petroleum products such as, by way of example motor oil and a propane tank exchange program.


5/15/2011 5/31/2016 $12.88 $79,000

6/1/2016 5/31/2021 $13.69 $84,000


Signage Rent n/a

Percentage Rent n/a

Operating Costs The Tenant shall pay to the Landlord, as Additional Rent, the Tenant's Proportionate Share of all costs related to the Centre incurred, paid or payable by the Landlord in insuring, operating, administering, managing, cleaning, maintaining, repairing and replacing the Common Areas of the Centre.

Realty Taxes Tenant shall pay to the Landlord Realty Taxes, comprising: i) the Realty Taxes attributable solely to the Leased Premises, based on a separate tax bill or separate assessment of the Leased Premises, if available; and ii) the Tenant's Tax Share of any Realty Taxes levied according to a separate tax bill or separate assessment for the Common Areas, unless and to the extent Leased Premises share of Common Areas is already included in Leased Premises separate assessment.

Utilities The Tenant shall pay promptly. when due all charges, costs, accounts and any other sums payable by reason of the supply of the utilities and services to the Leased Premises.



Tenant’s Right of First Offer to Purchase

The Landlord (Southgate Plaza Inc.) grants to the Tenant the personal, one-time right of first offer with respect to the purchase of the Subject Lands; provided that the Tenant (Suncor Energy Products Partnership or a Permitted Transferee) and is itself or through a Permitted Transferee in possession of the Leased Premises and is operating the Permitted Use in the whole thereof, and an Event of Default has not occurred, in the event that at any time during the Term, the Landlord shall desire to offer for sale or sell the lands upon which the Leased Premises are situated, the Landlord shall give notice in writing to the Tenant of such desire. The Tenant shall have ten (10) business days following receipt of such Landlord's Offer Notice to advise the Landlord in writing, that it wishes to pursue the purchase of the property so specified and its proposed terms and conditions for such purchase, failing which the right of first offer shall be deemed extinguished, with no further obligation on the Landlord.


Tenant’s Right to Terminate In the event of the sale of Motor Fuels being prohibited or prevented on the Leased Premises by virtue of: i) any governmental or municipal enactment or regulation, or ii) the inability of the Tenant to obtain a license, authorization or approval by the governing authority permitting the sale of Motor Fuels from the Leased Premises notwithstanding Tenant's reasonable efforts to obtain same and through no fault of the Tenant, then either the Landlord or the Tenant may, at its sole option, terminate this Lease by providing at least six months’ notice, and in such event the rental shall be pro-rated to the date of termination and, thereupon, all obligations and liabilities of the Landlord shall cease and terminate except that the Landlord shall repay to the Tenant within thirty (30) days of the termination date the amount of any rental prepaid as of the date of termination.




Co-Tenancy n/a

Documents “Lease” April 19, 2011

LEASE SUMMARIES


OFFERING PROCESS

Memorandum Contents

This Confidential Information Memorandum (“CIM”) is being delivered by The Behar Group Realty Inc., Brokerage (the “Advisor”) to prospective purchasers to assist them in deciding whether they wish to acquire the Property. This CIM does not purport to be all inclusive or to contain all the information that a prospective purchaser may require in deciding whether or not to purchase the Property. This CIM is for information and discussion purposes only and does not constitute an offer to sell or the solicitation of any offer to buy the Property. The CIM provides selective information relating to certain physical, locational and financial characteristics of the Property.

The information on which this CIM is based has been obtained from various sources considered reliable. Neither the Vendor nor the Advisor make any representations, declarations or warranties, express or implied, as to the accuracy or completeness of the information or statements contained herein or otherwise and such information or statements should not be relied upon by prospective purchasers without independent investigation and verification. The Vendor and the Advisor expressly disclaim any and all liability for any errors or omissions in the CIM or any other written or oral communication transmitted or made available to prospective purchasers. Prospective purchasers should conduct their own independent investigation and verification of the information provided herein, and should seek legal, accounting, tax, engineering or any other advice as necessary.

If any information relating to the Property, in addition to the information provided in this CIM, is provided at any time, orally or otherwise, by the Vendor, or the Advisor or anyone acting on their behalf, such information is provided as a convenience only without representation or warranty as to its accuracy or completeness and such information should not be relied upon by prospective purchasers without independent investigation and verification.

Confidentiality

By accepting this CIM, prospective purchasers agree to hold and treat this CIM and its contents in the strictest confidence. Prospective purchasers will not, directly or indirectly, disclose or communicate or permit anyone else to disclose or communicate this CIM or any of its contents or any part thereof to any person, firm or entity without the proper written consent of the Vendor and the Advisor. Prospective purchasers will not use or permit this CIM to be used in any manner detrimental to the interests of the Vendor, the Advisor or their affiliates or for any other purpose than a proposed purchase of the Property. The recipient of this CIM agrees to provide the Advisor with a list of those persons to whom this CIM or any information contained herein is provided.

The terms and conditions in this Section with respect to confidentiality and the disclaimer contained under the heading “Memorandum Contents” will relate to all Sections of the CIM as if stated independently therein.

Indemnification

Recipients of this CIM acknowledge that they are principals or investment advisors in connection with the possible acquisition of the property and agree that they will not look to the Vendor or the Advisor, or any of their affiliates for any fees or commissions in connection with the sale of the Property. Prospective purchases also acknowledge that they have not dealt with any broker, other than the Advisor, regarding the acquisition of the Property. In no event shall prospective purchasers or any of its agents or contractors contact any tenant of the Property or any governmental authorities concerning the Property, or make any physical inspection or testing of the Property, without the prior written consent of the Vendor or Advisor.

Exclusive Advisor

All inquiries regarding the Property or any information contained in the CIM, should be directed to the under noted on behalf of the Vendor and the Advisor.

Michael J. Saperia* The Behar Group Realty Inc., Brokerage

[email protected] 1170 Sheppard Avenue West, Unit 24

416.636.8898 x 229 Toronto, Ontario M3K 2A3 * Broker


For more information contact:

Michael J. Saperia*

Senior Vice President

[email protected]

416.636.8898 x 229

1170 Sheppard Avenue West, Unit 24

Toronto, Ontario M3K 2A3

Tel: 416.636.8898

Fax: 416.636.8890

www.thebehargroup.com

* Broker

** Sales Representative

CAPITAL MARKETS

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