PREFERRED SHARES€¦ · Stock Preferred Shares Offering The company has one class of bond shares...

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PREFERRED SHARES

Transcript of PREFERRED SHARES€¦ · Stock Preferred Shares Offering The company has one class of bond shares...

  • PREFERRED SHARES

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

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    INCORPORATED IN CANADA

    REGISTRATION NUMBER: BC0987199

    PREFERRED SHARES

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

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    Company Secretary and Registered

    Office

    Custodian and issuer

    Trustee Law Firm

    Insurance Servicing for all Policies

    Insurance Companies for SLS Policies

    Clearing

    Elegiblity for Electronic Transfer of Stock

    Swiss Six Telekurs

    Canada Company

    216-515 West Pender Street Vancouver BC V6B 6H5, Canada

    Integral Transfer Agency

    Sachs

    21 Services USA

    Lincoln, Prudential, ING, Pacific Life, Met Life

    CDS (Canadian Trust Company)

    ClearStream and Euroclear

    Valoren

    ADVISORS

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

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    TABLE OF CONTENTS

    1. TERM SHEET............................................................................................................................5

    2. OFFERING MEMORANDUM.....................................................................................................6

    3. OVERVIEW................................................................................................................................14

    4. INTRODUCTION.......................................................................................................................15

    5. THE NOTES..............................................................................................................................16

    6. SUMMARY.................................................................................................................................18

    7. EXAMPLE OF THE FINANCIAL CHARACTERISTICS OF THE PLEDGEE’S INSURANCE

    POLICIES.......................................................................................................................................19

    8. QUALIFIED INSTITUTIONAL BUYERS AUTHORIZATION CERTIFICATION FORM...............22

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

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    1. TERM SHEETStructured equity fully backed by 150% of “A” & “AA” rated SLS policies with 5 Years Premium paid 100% Protection

    New Brunswick (Canada) Company Registration Number (under Business Corporations Act): BC0 987199

    SUMMARY TERMS OF PREFERRED SHARES AT $100.00 with 6.5% Coupon

    Allocation of Preferred Stock for PGP 2 Million Shares

    YOU SHOULD READ THIS DOCUMENT TOGETHER WITH THE RELATED PROSPECTUS WHICH CAN BE ACCESSED FROM THE CONTRACTED MARKET MAKERS THAT HAVE THE AUTHORITY TO PROCESS SALES OF THE STOCK. Neither the U.S. Securities and Exchange Commission (SEC), nor the U.K. Financial Services Authority (FSA) has approved or disapproved of the Notes or determined that these terms are truthful or complete. Any representation to the contrary is a criminal offense. There are residency restrictions to this investment by UK, Canadian citizens and US; as such restrictions must be observed as a matter of compliance. Should you, as an equity investor, be unsure about your potential residency restrictions regarding this issuance, you should immediately consult with a third-party securities professional and/or attorney to fully determine your equity investor status.

    Issuer: Titan Global Holdings Ltd.

    ISIN: CA88829T2092

    CUSIP: 88829T2092

    Valoren Number: VN: CH040627214

    Company Key: 642804 (Titan Global Holdings Ltd)

    Instrument Short Name: Titan 6.5% PP Rg-B

    Security Prefix: 6.5 % Perp Pfd Registered Shs -B-

    Listing: CDS Clearing Canada

    Settlement: Clearstream & Euroclear Book entry; Transferable

    Issue Price: $100.00 USD = Par Value per PREFERRED Share Issued

    Denominations: $100 USD per Unit

    Calculation Agent: KPMG

    Original Issue Date: February 12, 2018

    Dividend Date: February 13,2019

    Interest/Reference Rate Type: 6.5 % interest starting February 13 of 2019, thereafter every year on February 13th of every year

    Day Count Convention: 30/360

    Reference Asset/Reference Rate: Covered stock based on “A” & “AA” rated SLS policies, all policies are non-contestable

    Coupon Formula: Titan Global Holdings Ltd. Stocks are to pay 6.5% fixed interest starting Feb,13th 2019, as based on the original issued par price of the Stock at $100.00 USD.

    Rate Cute-Off: For any Interest period, the reference rate for any day from and including the fifth business day prior to the related Interest payment date will equal the reference rate observed on such fifth business day prior to that.

    Business Day Convention: Interest payment date.

    Principal Protection Percentage (150%): Following business day, adjusted. All shareholders will receive 6.5% fixed payment paid by SLS Policies starting February 13, 2019 of the Par Value of their Common Stock at $100.00 USD per unit.

    Business Day: New York; London

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    2. OFFERING MEMORANDUMSECTION 1

    Information about the persons or companies responsible for the content of the document.

    This document is compiled and edited by Titan Global Holdings, Ltd., located at 216-515 West Pender Street, Vancouver BC, V6B 6H5

    Titan Global Holdings Ltd, confirms the Information Contained is accurate and true in this listing.To the best of our knowledge the information contained in this Listing document is correct and no material circumstances or facts have been omitted. The document contains forward looking statements regarding corporate developments which may be affected by unknown risks that could materially affect the attached corporate financial projections of the company, in terms of sales and income targets. The following variables and risks could affect future corporate developments including: possible currency exchange deviations, absence of qualified personnel, dependence on current management, management’s discretionary use of proceeds, unexpected changes of financial requirements, variations of business expenses, potential dilution from equity or debt issuances, no dividend policy and other uncertainties.

    An investment in the company’s securities is highly speculative, involves a high degree of risk, and should be considered only by those who are able to bear the economic risk of their investment for an indefinite period.

    SECTION 2

    Information about the securities.Stock Preferred Shares OfferingThe company has one class of bond shares offering with an unlimited number authorised ISIN: CA88829T2092CUSIP: 88829T2092Valoren Number: CH040627$100.00 USD PER SHARE WITH 6.5% INTEREST Ten Year Preferred shares

    SECTION 3Information about the issuer.

    TITAN GLOBAL HOLDINGS, LTD. has its corporate offices located at: 216-515 West Pender Street, Vancouver BC, V6B 6H5The company was incorporated on December 3rd, 2013 under the New Brunswick Business Corporations Act; Incorporation Number: BC0987199

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    SECTION 4

    Information about the capital of the issuer.

    The nominal value of the securities outstanding which grant their holders an exchange or subscription right to the bond, stating the conditions and the procedure for the exchange or subscription thereof.

    At this time there are no outstanding securities granted for exchange, options or subscription rights to shares other than listed in Section 10.

    The number and main characteristics of shares not granting an interest in the capital. All securities issued have been granted an interest in the capital.

    The share holders who, directly or indirectly, are in a position to exercise a determining influence on the issuer, to the extent that this is known to the offer or director of Titan Global Holdings, Ltd.

    The nature, number and aggregate face value of the stock offered or a statement to the effect that aggregate face of $100.00 USD has been determined, as well as the rights attached to the preferred shares.

    The securities are freely transferable through CDS, the Canadian clearing system and there are no restrictions on their tradability. Fully on Clearstream and Euroclear

    Transfer agent:Integral Transfer AgencyToronto, Canada

    SECTION 5

    Information about the business activities of the issuer.

    Titan Global Holdings, Ltd. is in the business of capitalising select businesses by securing a maturity payment for its Stock holders via a front-ended investment into insurance assets and collecting a percentage of the funded companies’ Net Income.

    Our industry is very much a growth industry; we have a dual system by which select companies are able to have capital applied to them, which is secured by the front-end investment that Titan Global Holdings, Ltd. provides to its share holders in the future form of a interest and maturity payment, or our firm arranges a lump sum acquisition of specific assets. We see life settlements eventually becoming classified as securities, although the legislation and lobbying efforts that will be derived from such activity remains to see a longer path to such classification; our firm has synthesised a process wherein the life settlements can be utilised within a securitised format that will allow bondholders to benefit from the yield enhancing attributes that life settlements can provide to them as investors in Titan Global Holdings, Ltd.

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    MISSION STATEMENT :

    Titan Global Holdings capitalises select corporate projects through its proprietary methodology of structuring a coupon and maturity payment via its capital investment secured via insurance assets for the benefit of its Share holders.

    COMPANY HISTORY :

    Titan Global Holdings, Ltd. (“Titan”) is a formed New Brunswick corporation was formed in year 2013; the core investment structure, however, is based on a time tested business strategy that has been enabled since 1911, when US life insurance policies were placed on equal footing with stocks as assets that are freely transferable and were assets that could be sold to third parties, as voiced by the Supreme Court Justice Oliver Wendell Holmes (Grisby V. Russell).

    The directors of Titan have partnered with a well-established insurance counter party that has contractually agreed to provide each and every policy that will compose the Trustee-managed insurance portfolio as required, as Titan become fully subscribed. Since 1999 our insurance counter parties have sold over $10 Billion worth of SLS policies; the impressive track record of ourcounter party and the amount of insurance inventory presently available through our counter party factually enables Titan to secure the maturity payment.

    Our strength and core competencies are that we have a definable investment process, backed up by years of successful track records by our counter parties. The fact that our business strategy is based on the actuarial rate of return means that we are not beholden to market driven forces, which insulates us to a degree from macro-economic trends.

    Our current challenges will be the current economic malaise that is dampening economies globally. We have a process that is more or less separated from such driving forces; our attractive yet innovative system is appealing to institutional investors who see sovereign debt yielding less than 2% and equities that have no collateral provisions to support their business plan. Titan Global Holdings Ltd. has addressed these concerns and will ultimately benefit from its long-term planning.

    LONG TERM :

    Titan Global Holdings, Ltd. has planned out a ten-year scope of operations with a defined plan of action to provide a coupon and maturity payment. Titan Global Holdings, Ltd. does not intend to sell the business, as the business is a creation of the director’s business relationships which are not transferable to new owners. Should the entire subscription of stares be fulfilled, then Titan Global Holdings, Ltd. will simply continue its business strategy.

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

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    THE MARKETING PLAN :

    ECONOMICS

    The Life Settlements market is a market that has gone under many changes in the last decade; institutional clients have understood the inherent yield potentials of life settlement market; however, up until 2008, the risk/reward level was not at a tipping point wherein parties would choose life settlement products over A-rated Sovereigns and A-rated Municipal Debt. Now that both Sovereign Debt as well as Municipal Debt have structural issues, the provisions of a well-defined life settlement product have altered the risk/reward perspective and institutional clients, pending their ability to acquire such products, are rapidly looking for pathways to investments.

    The projected percentage share of the market is less than 2%; despite the small percentage share of the market, the volume amount is still quite impressive. Our clientele have businesses that will quickly fill out our issuance allocations, and our life settlement inventory will more than cover the amount of obligations we will need to provide within the issuance for the interest and maturity payment.

    The life settlement business has grown dramatically over the past decade and is now a vetted investment strategy that is uniformly embraced by qualified institutional investors.

    Titan feels that not only will life settlements continue to be used as a corporate capitalisation tool, but with the aging population and the insured’s requirements of cash liquidity in this global marketplace, before the end of life, will undoubtedly usher in a plethora of available new life insurance policies that will continue to increase in proportion to the aging of the population.

    In 2010, the US SEC released a white paper which recommended to US Congress that all life settlements be classified as securities, on par with stocks and bonds. We happen to concur with the SEC’s recommendations and as such have inculcated the life settlements within a Trust that is positioned for the benefit of the bondholders for a coupon and maturity payment.

    TITAN FEELS WILL BE ABLE TO FULLY SUBSCRIBE ITS ISSUANCE BASED ON TWO MAIN REASONS:

    1. Titan presently has access to an inventory source of insurance to fulfil its business plan for a full subscription.

    2. Titan presently has enough corporate clientele who have projects that meet or exceed the business parameters Titan has as a litmus test as to which corporate projects will Qualify for funding.

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

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    HIGH CAPITAL COSTS

    Titan feels that in order to replicate the infrastructure established by a competitor, not only would there be substantial costs with acquiring life settlements in sufficient Quantity, but that the market making relationships, the compliance protocol, and the ability to present such an instrument will cost a competitor in excess of $100M USD to reach the level of counter party development already in place. Such high costs will give Titan Global Holdings, Ltd. a competitive edge for at least a four-year window. Titan feels that it will be fully subscribed within a two-year window, which will allow it to definitively surge ahead of its competition.

    HIGH PRODUCTION COSTS

    The production costs are essentially in the application of the core investment mode. The production costs are cost prohibitive to competitors starting from the ground level. The fact that we have these costs already paid is a serious barrier to entry for our competition.

    HIGH MARKETING COSTS

    The marketing costs, while not entirely cost prohibitive, are conducted on a platform wherein the costs are shared, as well as the profit on the marketing portion of our business, via our market making counter parties. However, in order to get to this level of marketing, you have to have an infrastructure, which circles back to being cost prohibitive for our competition unless a substantial investment of over $100M USD and an experienced staff infrastructure consisting of qualified international firms and individuals across professional disciplines such as attorneys, accountants, trust officers, actuaries, bankers and insurance agents. These people would have to be part of a well-turned infrastructure dialled in to be able to deal on a daily basis with well over forty of the largest insurance carriers. Therefore, you, as an issuer, would not be able to conduct business with established market markers, unless this kind of detailed infrastructure was in place and was doing definable business with a track history. This represents another barrier to competition that we have a competitive edge on.

    UNIQUE TECHNOLOGY/PATENTS

    We have designed a unique system by which the SLS policies can be collateralised via a Preferred Stock issuance while also providing capitalisation to select companies that will create employment opportunities on a large scale, pursuant to our subscription being completely fulfilled. Titan Preferred shares are in Class of Major countries Treasuries they issue, it is fully. Backed by A and AA rated by consortium of insurance companies and we have a high water mark as far as over colaterasation of policies by 50% of Par Value plus 30% Cash Reserve set a side.

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

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    GOVERNMENT REGULATIONS

    Present US & EU regulations have already approved Basel III bank capitalisation rules, which do not affect Titan Global Holdings, Ltd., specifically because the regulation of US insurance companies are governed by individual state insurance commissions, and as such, actually require a greater capital level within insurance companies than what Basel III recommends, even with a “Swiss Finish”. The tax efficiency governed by DTA (Double Taxation Treaties) that are applicableto Titan Global Holdings, Ltd. has been codified by law. The current US regulations of Sarbanes-Oxley and Dodd-Frank regulations apply to US issuances; as this is a Canadian issuance to be listed within the EU, such rulings do not directly apply. However, there are certain restrictions that stock investors are beholden to, as well as rules and restrictions that Titan Global Holdings, Ltd. is beholden to. These rules and restrictions are listed within the Titan Global Holdings, Ltd. Offering Memorandum and are there for the benefit of individuals and/or entities that wish to review this issuance for suitability as per their jurisdiction. The likelihood of further regulatory changes in the future may materially affect the core investment of the Senior Life Settlements, in that the life settlements in our opinion will eventually be classified as securities. As we have taken the steps to present our issuance as a security offering, we feel that any material changes will only serve to strengthen our investment model.

    CHANGING ECONOMY

    Whereas the global economy is in a soft-patch due to zero interest rates set by central Banks, in our opinion, global growth over the next three to five years will be less than a mean average of 1.5% GDP (Global Domestic Product).

    CHANGE IN OUR INDUSTRY

    The changes in our industry would be only impacted by government regulations as previously explained. The life settlement industry was established in 1911 via Grisby v. Russell as a majority supreme court decision classifying insurance policies as transferable instruments on even par with stocks and bonds. This ruling has stood up for a full century, and we expect that ruling to inure into the immediate future.

    PRODUCTS

    Titan Global Holdings, Ltd. appears to be a high-yielding secure collateralised investment that will also provide seed capital to companies that will provide employment opportunities, and/or a lump sum acquisition of distressed assets.

    This investment product provides a secure yield to maturity that is backed by tangible collateral in a global market wherein such guarantees of secured collateral are virtually non-existent.

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

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    FEATURES AND BENEFITS

    1. Attractive High-Yield shall historically eclipse most unsecured investments;

    2. Secured by tangible insurance collateral with a minimum of 6.5% per annum / 100% maturity payment.

    3. Creates global employment as a result of capital funding and/or lump sum asset.

    LOCATION

    European Union (EU), United Kingdom (UK), China, Japan, Australia; subject and pursuant to restrictions and regulations as stipulated within the Titan Global Holdings, Ltd. Offering Memorandum; US and Canada residents/entities are presently restricted from participating in any share acquisition of Titan Global Holdings, Ltd. They have to be an institution investor.

    EXECUTIVE SUMMARY

    Titan Global Holdings, Ltd., “Titan” is an innovative issuance that accomplishes two very important functions as a result of its planned subscription.

    1. Titan is able to deliver 6.5% coupon, as well as a 100% maturity payment.

    2. Titan provides a strategy to assist clients who are seeking financing on a competitive basis that will provide employment opportunities across multiple sectors; the capital funding will indirectly enhance the returns for the direct benefit of Titan’ Stock holders

    Titan structures its issuance via utilisation of “life settlements”, or insurance policies that have been sold by the original beneficiary to a paying third party. Titan Global Holdings, Ltd counter party is a seasoned professional, managing life settlements; this shall then provide, culminating over a ten-year period, the one hundred fifty percent (150%) of the face value of the Stocks sold at market, to be paid as a maturity payment, by or before Feb 13th of 2028.

    Titan Global Holdings, Ltd. has successfully formulated a secure issuance that can provide share holders with a commensurate yield to maturity that is uniquely competitive, while also providing companies with much needed capital funding with generous profit-sharing terms that will create employment opportunities across the global marketplace.

    KPMG Irland

    Has and is providing valuable Data for Titan in regards to SLS insurance policies to evaluate the value in ratio with the Stock based on Insurance policies Titan holds so it gives an accuracy to purchasing the SLS policies and in conjunction with the Team of actuarial so Titan can get the best deals on buying the policies.

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

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    21 Services

    They handle all policies payments and premium payments and they also run a daily SS Number in USA for all policies Titan Holds so in fact they know if any policies have expired so the funds will be right away be deposited in Trustee for interest and redemption, first two years half of all funds received will go toward buying very expensive policies , MEANS SHORT LE (Life Expectency ) so the portfolio will be more dynamics and pay out will be faster and value of Policies will exceed about 200% Plus, in two years time.

    Stefan Probest (Attorney Trust in Germany)

    Mr. Probest is a licensed attorney with clearance from Commerz Bank to act on Behalf of Titan so all funds will be received by Mr. Probest for allocation and disbersments of additional policies and reserve cash for interest payments and redemption.

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

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    3. OVERVIEWIssuer

    ISIN

    Security

    Rating

    Currency

    Issue Date

    Maturity Date

    Payments

    Issue Price

    Redemption Price

    Interest per Year

    Allocation Amount

    Denomination

    Interest Payments

    Interest Payment Dates

    Titan Global Holdings LTD Class B Preferred Shares

    CA88829T2092

    Backed by 150% Insurance policies Portfolio

    “A” and “AA” rated insurance policies

    USD

    February 2018

    February 13th , 2028

    February 13th , 2019

    100%

    100%

    6.5%

    Perpetual issuing per project

    $100 USD

    Years 1 through 10 have Interest Payments of 6.5% per annum

    First Coupon Payment date is February 13th 2019 Further Coupon Payments are due on February 13th of each year thereafter until the Maturity Date.

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

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    4. INTRODUCTIONOn February , 2018 Titan Global Holdings LTD decided to issue Preferred shares at $100.00 USD Per share with 6.5% Coupon and Maturity of 10 Year for redemption.

    Titan is a registered Canadian limited company in Canada with the company number BC0987199 and has been established in Year 2013.

    The Issuer may only sell stares in US dollars to QIBs, Authorised Persons and/or Accredited In-vestors.

    The stares are eligible to be transferred by the Settlement Systems via Clearstream and EuroclearThe stares may be issued on a continuing basis to the Dealers. The Issuer may issue Notes to persons other than Dealers providing such persons are QIBs, Authorised Persons and/or Accre-dited Investors.

    The shares shall be subscribed for in US dollars. Any Investor wishing to subscribe for the Notes in another currency shall subscribe for the Notes at the Currency Rate.

    The Notes are not rated by Standard & Poor’s, Fitch, nor any other rating agency. The Notes may be rated or unrated. Where Notes are rated, this rating will not necessarily be the same as the rating applicable to the issuer. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the relevant rating agency.

    Titan Preferred shares for every sold shares , they are fully b backed by 150% of A and AA Rated insurance Policies.

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

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    5. THE NOTES1 TYPE OF SECURITY

    Preferred Shares in the amount of $100 USD per share will be sold to QIB clients.The Value of each Share is $100 USD. No voting rights, benefits or interests are associated with the shares. The stares are for the repayment of Principal and interest Payments will be paid by the structured SLS Policies for interest and redemption ion with over colaterasation and cash reserves.

    2 MATURITY

    The Preferred Shares Class B shares are maturing on February 13th of 2028

    3 SECURITY

    The stares are guaranteed by the Portfolio of Pledged Insurance and further secured by the Pro-ject. With excess colaterasation and Cash reserve.

    4 INTEREST PAYMENT

    The Payment for interests will be paid starting on February 13th , 2019 and there after every year on the same date and maturity is on February 13th , 2028

    5 DEFAULT

    There shall be the following events of default:

    5.1 Non-Payment of Coupon – Failure by the project to pay the required Coupon Pay-ment within 30 Business Days of when such payment is due;

    5.2 Insolvency – Should the Issuer become insolvent or admit its inability to pay its debts as they become due, or any such proceeding shall be instituted by the Issuer seeking relief on its behalf as debtor, or to adjudicate it to be bankrupt or insolvent, or seeking liquidation, reorgani-sation, arrangement, adjustment or composition or other relief with respect to it or its debts under any law relating to bankruptcy, insolvency or mandatory reorganisation or relief of debtors or any similar law now or hereafter in effect, or seeking appointment of a receiver, trustee, liquidator, custodian or other similar official for it or for any part of its property, or the Issuer shall consent by answer or otherwise to any such relief or to the institution of any such proceeding against it or any similar procedure in any relevant jurisdiction;

    5.3 Non-Fulfilment of other material obligations - If the Issuer fails to fulfil any obligation, or perform any duty, other than as a consequence of force majeure, which is material to the Offe-ring Memorandum and the Issuer has been advised and given an opportunity to resolve the matter for a period of not less than 45 Business Days.

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    6 PAYMENT

    Payments of the Interest Payment and the Principal on the Maturity Date, will be made by cash reserve in trustee through Mr. Stefan Probest to all Class B paid up share holders.

    7 REDEMPTION

    The Notes may not be redeemed earlier than the Maturity Date on February 13th , 2028

    8 IDENTIFICATION OF THE PROJECTS

    There will be a number of Projects to be chosen by Titan. The Projects will not be sector or territo-ry specific.

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    6. SUMMARYSUMMARY OF OFFERING MEMORANDUM AND OF THE TERMS AND CONDITIONS OF THE NOTES.This summary must be read as an introduction to this Offering Memorandum. Any decision to invest in the Notes should be based on a consideration of this Document as a whole.

    Issuer :

    Eligibility :

    Distribution :

    Preferred Share :

    Denomination of Notes :

    Taxation :

    Status of the Shares :

    Rating :

    Governing Law :

    Titan

    The shares are eligible to be transferable in the Settlement Systems, Clearstream and Euroclear

    The Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis but only to QIBs, Authorised Persons and/or Accredited Investors.

    Preferred share are issued at $100.00 USD Per Share

    The shares are issued in denominations of $100 USD

    All payments in respect of the Notes will be made without deduction of taxes under the relevant jurisdiction of the Note Holder. In the event that any such deduction is made, the Issuer will, save in certain limited circumstances, be required to pay additional amounts to cover such deduction.

    The Shares are secured, general obligations of the Issuer and will rank based on “A” and “AA” rated policies that are backing up the shares with 30% Cash reserved based on $100.00 USD Per share

    The Issuer is unrated by Standard & Poor’s and by Fitch. Notes issued under the Offering Document may be rated or unrated. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Issuer. A rating is not a recommenda-tion to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the rating agency.

    The Notes will be governed by the laws of Canada.

    Selling Restrictions: There may be restrictions on the offer, sale and transfer of the Notes in a range of jurisdictions. There may be restraints on the sale or transfer of the Notes to QIBs and to Authorised Persons and/or Accredited Investors. Each Note Holder shall take advice from an independent professional advisor in its jurisdiction as to such restrictions.

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    7. EXAMPLE OF THE FINANCIAL CHARACTERISTICS OF THE PLEDGEE’S INSURANCE POLICIES

    Policy ID Policy Issue Date

    Policy Date Male / Female

    Smoker / Non

    Date of Birth Age at Policy Date

    21st 50% LE

    21st 85% LE

    21st Multi- plier

    21st Date AVS LE

    AVS Multi- plier

    Policy 1 07/18/2006 12/01/2006 M N 11/29/1931 75 162 212 90% 05/11/2007 147 100%

    Policy 2 08/14/2006 08/14/2006 M N 05/09/1931 75 105 146 253% 05/11/2007 140 100%

    Policy 3 12/05/2006 12/05/2006 M N 12/10/1931 74 154 190 150% 05/10/2007

    Policy 4 05/23/2006 05/23/2006 M N 06/05/1926 79 76 114 283% 03/07/2007

    Policy 5 11/22/2006 11/22/2006 M N 08/24/1932 74 143 207 150% 05/11/2007 147 100%

    Policy 6 12/12/2006 12/12/2006 M N 07/19/1929 77 112 156 150% 05/11/2007 115 125%

    Policy 7 12/21/2006 12/21/2006 F N 06/04/1926 80 103 158 218% 05/29/2007 138 100%

    Policy 8 03/14/2007 03/14/2007 M N 04/30/1930 77 95 138 297% 05/11/2007 122 125%

    Policy 9 12/01/2006 09/18/2006 F N 03/20/1928 78 102 160 239% 05/10/2007 136 125%

    Policy 10 10/10/2006 10/10/2006 F N 04/17/1931 75 121 186 257% 03/23/2007

    Policy 11 12/21/2006 12/21/2006 M N 12/12/1928 78 149 213 90% 05/14/2007 127 100%

    Policy 12 12/21/2006 12/21/2006 F N 11/25/1930 76 138 199 203% 05/14/2007 172 100%

    Policy 13 12/18/2006 12/18/2006 M N 08/07/1928 78 141 205 90% 05/11/2007 120 100%

    Policy 14 03/14/2007 02/20/2007 F N 08/22/1926 80 112 171 189% 03/20/2007

    Policy 15 03/29/2007 03/28/2007 F N 01/26/1925 82 82 129 305% 05/11/2007

    Policy 16 11/14/2006 11/14/2006 F N 10/23/1930 76 145 217 154% 05/11/2007 172 100%

    Policy 17 08/02/2006 07/18/2006 M N 08/28/1921 85 101 160 100% 05/11/2007 84 100%

    Policy 18 12/18/2006 12/18/2006 F N 10/23/1926 80 115 182 176% 05/15/2007 138 100%

    Policy 19 06/19/2006 06/19/2006 F N 01/05/1925 81 133 199 117% 05/14/2007 117 115%

    Policy 20 12/18/2006 12/18/2006 M N 07/29/1931 75 140 202 138% 05/14/2007

    Policy 21 08/22/2006 08/22/2006 M N 06/08/1936 70 126 185 277% 05/14/2007 146 150%

    Policy 22 08/18/2006 08/18/2006 F N 12/12/1922 83 111 100%

    Policy 23 10/16/2006 08/21/2006 M N 02/22/1923 83 95 142 150% 08/26/2005 100 100%

    Policy 24 09/28/2006 09/28/2006 M N 08/12/1929 77 84 124 340%

    Policy 25 01/09/2007 10/02/2006 M N 04/04/1932 74 86 126 455% 06/20/2007

    Policy 26 10/12/2006 10/12/2006 M N 06/11/1926 80 104 158 150% 03/30/2007 111 100%

    Policy 27 10/31/2006 10/31/2006 M N 05/01/1928 78 117 161 130% 10/25/2006 120 100%

    Policy 28 10/31/2006 10/31/2006 M N 05/01/1928 78 117 161 130% 10/25/2006 120 100%

    Policy 29 02/09/2007 11/10/2006 M N 11/11/1929 76 109 154 180% 09/01/2006

    Policy 30 12/05/2006 12/05/2006 M N 06/13/1919 87 58 N/A 173% 05/15/2006 73 100%

    Policy 31 12/07/2006 12/07/2006 M N 12/08/1930 75 140 204 130% 12/15/2006

    Policy 32 12/11/2006 12/11/2006 M N 06/14/1925 81 78 120 242% 06/20/2007 111 100%

    Policy 33 12/14/2006 12/15/2006 M N 11/23/1923 83 79 124 221% 03/21/2007 94 100%

    Policy 34 12/18/2006 12/16/2006 M N 10/10/1932 74 140 125%

    Policy 35 12/22/2006 12/22/2006 F N 09/26/1917 89 68 112 158% 09/26/2006 80 100%

    Policy 36 12/27/2006 12/27/2006 M N 10/13/1933 73 122 180 238% 11/09/2006

    Policy 37 04/19/2007 12/27/2006 M N 06/29/1931 75 147 100%

    Policy 38 12/28/2006 12/28/2006 F N 07/08/1931 75 130 195 248% 12/12/2006

    Policy 39 12/28/2006 12/28/2006 M N 02/01/1925 81 104 152 127% 06/07/2006 105 100%

    Policy 40 01/11/2007 01/11/2007 F N 01/22/1923 83 75 115 288% 11/01/2006 117 100%

    Policy 41 01/18/2007 01/16/2007 M N 09/14/1921 85 92 145 110% 11/28/2006 84 100%

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

    PAGE I 20

    Policy 42 01/16/2007 01/16/2007 F N 12/09/1926 80 87 137 352% 11/28/2006

    Policy 43 01/18/2007 01/18/2007 M N 04/24/1930 76 82 121 475% 11/09/2006

    Policy 44 01/19/2007 01/19/2007 M N 12/12/1928 78 149 213 90% 05/14/2007 127 100%

    Policy 45 01/19/2007 01/19/2007 F N 11/25/1930 76 134 199 203% 12/14/2006 172 100%

    Policy 46 03/27/2007 01/20/2007 F N 07/22/1922 84 77 119 229% 03/20/2007 111 100%

    Policy 47 01/24/2007 01/24/2007 F N 07/25/1928 78 118 170 230% 04/01/2006 150 125%

    Policy 48 01/28/2007 01/28/2007 M N 01/11/1927 80 119 175 110% 02/01/2007

    Policy ID Policy Issue Date

    Policy Date Male / Female

    Smoker / Non

    Date of Birth Age at Policy Date

    21st50%LE

    21st85%LE

    21stMulti-plier

    21stDate

    AVS LE

    AVS

    Policy 49 01/30/2007 01/30/2007 F N 09/21/1930 76 129 195 241% 01/10/2007

    Policy 50 02/05/2007 02/05/2007 M N 03/29/1932 74 100 144 310% 07/05/2006 Policy 51 02/08/2007 02/08/2007 M N 10/27/1925 81 89 136 209% 12/15/2006 95 125%

    Policy 52 02/09/2007 02/09/2007 M N 08/12/1927 79 97 143 235% 11/29/2006 120 100%

    Policy 53 02/09/2007 02/09/2007 M N 08/12/1932 74 94 141 416% 01/18/2007

    Policy 54 02/09/2007 02/09/2007 M N 08/12/1932 74 94 141 416% 01/18/2007

    Policy 55 02/13/2007 02/13/2007 F N 08/02/1926 80 96 150 257% 03/22/2007 125 125%

    Policy 56 5/14/2007 02/28/2007 M N 03/01/1930 76 115 161 170% 01/19/2007

    Policy 57 5/14/2007 2/28/2007 M N 03/01/1930 76 115 161 170% 01/19/2007

    Policy 58 04/27/2007 03/01/2007 M N 03/02/1933 73 121 177 232% 10/25/2006 111

    110%

    Policy 59 03/09/2007 03/01/2007 M N 09/06/1932 74 124 184 222% 12/15/2006

    Policy 60 03/06/2007 03/06/2007 M N 10/17/1926 80 112 165 130% 07/24/2006

    Policy 61 03/06/2007 03/06/2007 F N 11/24/1931 75 140 205 221% 01/25/2007

    Policy 62 03/12/2007 03/12/2007 F N 12/08/1926 80 98 150 263% 11/29/2006 138 100%

    Policy 63 01/03/2007 03/12/2007 M N 10/28/1934 72 133 196 231% 01/15/2007

    Policy 64 2/23/2007 03/22/2007 F N 04/17/1931 75 121 184 256% 03/23/2007

    Policy 65 03/28/2007 03/28/2007 M N 03/11/1933 74 111 164 282% 11/14/2006

    Policy 66 03/28/2007 03/28/2007 M N 07/01/1933 73 95 142 400% 02/12/2007

    Policy 67 04/04/2007 04/04/2007 M N 04/05/1925 82 98 141 90% 03/16/2007 100 100%

    Policy 68 04/06/2007 04/06/2007 F N 10/08/1928 78 140 208 149% 02/23/2007 156 100%

    Policy 69 04/12/2007 04/12/2007 M N 04/25/1932 74 89 134 310% 03/09/2007

    Policy 70 04/13/2007 04/13/2007 M N 12/31/1931 75 101 148 316% 04/26/2007

    Policy 71 04/13/2007 04/13/2007 M N 12/31/1931 75 101 148 316% 04/26/2007

    Policy 72 04/21/2007 04/21/2007 F N 12/06/1930 76 129 N/A 203% 02/15/2007

    Policy 73 04/26/2007 04/26/2007 M N 03/07/1934 73 138 204 194% 03/13/2007

    Policy 74 05/01/2007 05/01/2007 F N 07/16/1929 77 92 147 342% 02/05/2007

    Policy 75 05/06/2007 05/06/2007 M N 11/17/1923 83 72 112 272% 02/09/2007 94 100%

    Policy 76 05/06/2007 05/06/2007 M N 05/07/1935 71 108 162 346% 01/12/2007

    Policy 77 05/06/2007 05/06/2007 M N 05/07/1935 71 108 162 346% 01/12/2007

    Policy 78 05/07/2007 05/07/2007 F N 02/21/1924 83 100 155 17700% 03/19/2007 117 100%

    Policy 79 05/09/2007 05/09/2007 F N 11/19/1928 78 99 157 216% 02/08/2007

    Policy 80 05/09/2007 05/09/2007 M N 05/04/1937 70 101 157 458% 03/08/2007

    Policy 81 05/09/2007 05/09/2007 M N 05/04/1937 70 101 157 458% 03/08/2007

    Policy 82 05/10/2007 05/10/2007 M N 11/10/1935 71 146 150%

    Policy 83 05/10/2007 05/10/2007 M N 11/10/1935 71 146 150%

    Policy 84 02/09/2007 05/15/2007 M N 04/28/1934 73 134 196 195% 03/20/2007

    Policy 85 05/17/2007 05/17/2007 M N 07/15/1935 71 146 150%

    Policy 86 05/21/2007 05/21/2007 M N 04/27/1929 78 140 194 90% 02/14/2007 127 100%

    Policy 87 05/21/2007 05/21/2007 M N 04/27/1929 78 140 194 90% 02/14/2007 127 100%

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

    PAGE I 21

    Policy 88 05/23/2007 05/23/2007 F N 03/01/1928 79 96 149 265% 02/02/2007 136 125%

    Policy 89 05/23/2007 05/23/2007 F N 03/01/1928 79 96 149 265% 02/02/2007 136 125%

    Policy 90 05/25/2007 05/25/2007 M N 09/23/1931 75 107 175%

    Policy 91 04/30/2007 05/28/2007 M N 12/01/1935 71 102 155 429% 11/27/2006

    Policy 92 04/30/2007 05/28/2007 M N 12/01/1935 71 102 155 429% 11/27/2006

    Policy 93 06/04/2007 06/04/2007 F N 11/19/1927 79 115 175 150% 02/26/2007 149 100%

    Policy 94 06/04/2007 06/04/2007 M N 03/17/1933 74 97 146 277% 01/30/2007

    Policy 95 06/22/2007 06/06/2007 M N 09/23/1931 75 107 175%

    Policy 96 06/08/2007 06/08/2007 M N 02/22/1931 76 127 184 165% 02/15/2007

    Policy 97 06/08/2007 06/08/2007 M N 02/22/1931 76 127 184 165% 02/15/2007

    Policy 98 06/08/2007 06/08/2007 F N 11/23/1928 78 96 151 280% 07/12/2007

    156

    100%

    Policy 99 06/12/2007 06/12/2007 F N 06/24/1930 76 119 181 236% 03/22/2007

    Policy 100 06/19/2007 06/19/2007 M N 06/17/1927 80 94 144 210% 03/21/2007

    Policy 101 06/27/2007 06/27/2007 F N 09/02/1928 78 110 171 216% 03/26/2007

    Policy 102 07/02/2007 08/02/2007 M N 02/23/1928 79 97 143 235% 06/15/2007

    Policy 103 05/02/2007 05/02/2007 F N 07/17/1923 84 89 137 186% 07/17/2007

  • TITAN GLOBAL HOLDINGS LTD. Preferred Shares Ten Year AT $100.00 USD with 6.5% Interest

    PAGE I 22

    8. QUALIFIED INSTITUTIONAL BUYERS AUTHORIZATION CERTI-FICATION FORM

    The United States Securities and Exchange Commission bears NO responsibility for the contents of the Supplementary Offering Memorandum and makes NO representation(s) as to its accuracy or completeness and expressly disclaims any liability for any loss arising from or in reliance upon the whole or any part of its contents.

    TITAN GLOBAL HOLDINGS LTD.

    Qualified Institutional Buyers’ Authorisation Certification Form

    This Qualified Institutional Buyer (“QIB”) authorisation certification form (the “Form”) is for the purpose of confirming an investor in the Titan Global Holdings Offering Memorandum as a QIB, Authorised Persons and/or Accredited Investors under Rule 144A of United States Securities Act 1933 (“Rule 144A)

    Only a QIB, Authorised Persons and/or Accredited Investors are authorised to receive the Offering Memorandum (“Document”) and to invest in the notes issued pursuant to the Document (the “Notes”).

    If you, the prospective investor is in any doubt whatsoever about your present QIB status or of your classification, you should immediately consult an independent financial advisor regarding your investor classification. Prospective investors must complete this Form in its entirety prior to receiving the Document in accordance with Rule 144A.

    I/We hereby agree that the Issuer will not be held liable for any claims arising from the classification/ designation and certification of me/us as the prospective investor to receive the Document and invest in the Notes.

    If the prospective investor is unable to complete this Form, then the ONLY other option for U.S persons as defined under Rule 144A, is to have the prospective investor’s independent legal advisor prepare a “Traveling” sophisticated investor letter, which the prospective investor must execute. All submitted documentation must be congruent with Rule 144A.

    The prospective investor accepts that the execution of the Form is mandatory prior to receiving the Document and investing in the Notes under Rule 144A.

    .........................................................................confirms that........................................................are within thedefinition of a Qualified Institutional Buyer as defined under Rule 144A.

    Sign........................................................................

    DATE:............................................................., 2018

  • PREFERRED SHARES

    Attorney Trust for Titan Global Holdings Ltd.RA PROBST ▪ HEIDEWEG 11D ▪ 85598 BALDHAM

    Tel. 08106 / 99 57 95Fax. 08106 / 99 57 96

    E-mail : [email protected]

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