Red Deer, Alberta acres ~ 468 units

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Ambrose Butler
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1 77.97 acres ~ 468 units

FORMER CITY BOUNDARY LINE Red Deer, Alberta NEW CITY BOUNDARY LINE Project Details The subject Property is the fee simple interest in the South ½ of NE 12-38-27-W4M, in the City of Red Deer, in the

2 FORMER CITY BOUNDARY LINE Red Deer, Alberta NEW CITY BOUNDARY LINE Project Details The subject Property is the fee simple interest in the South ½ of NE W4M, in the City of Red Deer, in the Province of Alberta, Canada. It is comprised of approximately acres and is located along the former Eastern boundary of the City of Red Deer municipal limits. The Property is currently zoned AG (Agricultural District Land Use), and is being used for residential, small business and some agricultural use. Belterra Land Company believes the Property may hold development potential owing to several factors, but namely its recent annexation into the city limits on October 28, Unit Price: $12,000 + $1,000 Development Fund (per unit) Unit Size: 1/6 acre Total # of Units: 468 Units maintained by Belterrra: 42 Total Units for Sale: 426 This material is intended for illustration purposes and does not constitute an offering of securities, and cannot be relied upon as the sole basis for making an investment decision. Please read the Offering Memorandum thoroughly before investing. It is not intended as a representation regarding the timing of sale or development of the properties referred to or the returns attainable by an investor upon sale, lease or similar arrangement. This investment is not guaranteed, or insured, and the projected results will depend, among other things, on economic factors and market trends.

About Red Deer Located in the heart of the booming Edmonton-Calgary corridor, Red Deer and the surrounding county have enjoyed tremendous economic growth over the last several years and the negative

3 About Red Deer Located in the heart of the booming Edmonton-Calgary corridor, Red Deer and the surrounding county have enjoyed tremendous economic growth over the last several years and the negative effect of the global downturn has been muted compared to other cities in Western Canada. This stability has lead to an influx of people from across Canada, helping to support one of the strongest rental and real estate markets in the province. The population is now well passed the 80,000 mark and this makes it the third largest city in Alberta and among one of the fastest growing mid-size cities in Canada. The city is now described as the centre or the hub of the most vibrant economic corridor in the country. Market area: 2,412,376 Trade area: 229,993 Red Deer Region Population: 144,300 City of Red Deer Population: 89,891 This material is intended for illustration purposes and does not constitute an offering of securities, and cannot be relied upon as the sole basis for making an investment decision. Please read the Offering Memorandum thoroughly before investing. It is not intended as a representation regarding the timing of sale or development of the properties referred to or the returns attainable by an investor upon sale, lease or similar arrangement. This investment is not guaranteed, or insured, and the projected results will depend, among other things, on economic factors and market trends.

4 Location Given its location on Highway 2 between Calgary and Edmonton (known as the Red Deer Corridor), this city has access to more than two million people within a 90 minute drive. It is just over an hour s drive to the Rocky Mountains; Red Deer is the only city within the prairie provinces which can claim such a distinction. Central Alberta is one of the continent s riches and fastest growing regions. It has access to excellent transportation corridors, infrastructure, institutions, natural resources, growing markets, and an unsurpassed lifestyle. Central Alberta provides local companies with easy access to a trade area of 229,000 people and a distribution capacity of over 2.4 million people within a 2 hour drive. Economy Alberta is leading Canada s economy with the Red Deer Region at its core; a high level of private sector investment and new business starts fuel a mixed and growing economy. Vibrant and competitive, the Region s business climate supports investment, creates diversity, and promotes successful competition in local nation and international markets. Emerging industries include biotechnology, high tech manufacturing and information/ communications technology. Its large and vibrant market has resulted in the Region quickly becoming on of the most competitive economic corridors in the world, allowing local companies to compete successfully in both regional and global markets. Businesses benefit from operating in Central Alberta. Along with the lowest taxes in Canada, the diverse workforce brings the skills and experience necessary for companies of all sizes to prosper. Housing In 2006, an influx of new residents resulted in a severe shortage of housing, both for sale and for rent. Builders began to move into the area east of the city, where development wasn t anticipated until The City of Red Deer began encouraging developers to increase densities in subdivisions, so as to deal with the shortage of affordable housing. Although 2008 did experience a decrease from the housing records set in 2006 and 2007, this decrease was not as profound as in other areas of Alberta. As of August 2009, residential housing starts were up 16 percent from the previous year. With respect to single-detached houses, the increase from 2008 is actually 76 percent. That being said, the housing starts for the year to date are still down 45 percent from the same time last year. ( According to the Central Alberta Realtor s Association, October 2009 saw a nine percent increase in the number of home sales over the previous year. In addition, home sales activity in all of Alberta is up thirty percent over last year.

5 Infrastructure The Region has modern and ever-expanding infrastructure. A formidable fibre optics network, good quality roads, modern rail lines, access to two international airports and one regional airport support Red Deer s reputation as Central Alberta s distribution and service centre. Population growth of the past few years has forced the city and county to keep up with necessary commercial and governmental infrastructure. Twinning of major thoroughfares is already underway, new subdivisions are being serviced and new water line extensions are already completed. Red Deer City Council recently approved a 10-year $1.3-billion capital plan that includes $176 million of building and upgrade projects for The scope of the plan is unprecedented in the city s history with the majority of funds being utilized for roads, infrastructure upgrades, downtown revitalization and other growth related projects. ( In July 2009, Red Deer County received funding from the federal and provincial for the completion of crucial road work. The governments are investing a total of $3.5 million to improve Cottonwood Road, Range Road 270 and over 20 kms of rural roads. Workforce According to Statistics Canada, in 2006, Alberta had the highest proportion, 18.6 per cent, of youth within its working age population, and the lowest proportion of older workers in Canada. At the same time, 56.6 per cent of Alberta s working age population was under 45, and 60 per cent of the labour force held a university degree, post-secondary diploma or certificate. With low unemployment and high productivity as well, the Region s workforce is among the best in the country. Population Red Deer has a history of consistent growth. Since 1998, the city experienced a 38.3% population increase; in the last five years, the population increased 22%, straining the infrastructure and forcing city officials to work hard on long term planning. According to The City of Red Deer Population Projection Update , as completed by Schollie Research and Consulting, the city of Red Deer will continue to experience strong growth. Average population growth rate for the next five years is anticipated to be similar to what has been experienced over the past five years, which is approximately 4%. Projected Population Growth 2007 to 2031 Scenario Average Annual Growth 2011 Projection Average Annual Growth 2026 Projection Average Annual Growth 2031 Projection Projection Period Average Growth Low Growth 3.55 % 98, % 121, % 136, % Baseline 4.00 % 100, % 131, % 151, % High Growth 5.00 % 105, % 154, % 184, % Source: Schollie Research and Consulting (2006)

Annexation On October 28, 2009, the City of Red Deer was given the green light to expand its boundary by 3,000 hectares following provincial approval of an application to annex land from Red Deer

6 Annexation On October 28, 2009, the City of Red Deer was given the green light to expand its boundary by 3,000 hectares following provincial approval of an application to annex land from Red Deer County. The annexation encompasses roughly 100 hectares south of the Red Deer River and East of the Queen Elizabeth II highway; 1,300 hectares along the north side of Red Deer; and 1,600 hectares along the east side of the city. These growth areas are part of the Intermunicipal Development Plan (IDP), a long-term planning document that provides a framework for cooperative land-use planning between The City of Red Deer and Red Deer County. SUBJECT PROPERTY

7 Preliminary Land Review It is anticipated that the Major Area Structure Plan being prepared for the newly annexed area will begin in March 2010, with a visioning session, and take about 12 months to complete. Neighbourhood ASPs are detailed planning frameworks for a sub-area, minimum of one quarter section, within a Major ASP. The neighbourhood area structure plan would be the next step after the adoption of the Major ASP and, it is anticipated, that Belterra will have to work and coordinate their efforts with the neighbouring +/- 80 acre parcel to the north, and possibly the quarter section to the east owned by Melcor. A Major ASP is a generalized land use, transportation, and servicing strategy framework typically encompassing several quarter sections. Reflecting the policy of the Major ASP, the Neighbourhood ASP must also reflect policy included within the Municipal and Intermunicipal Development Plans/ Joint Planning Initiative, as well as the Strategic Plan. The City of Red Deer is in the early stages of preparing a Major ASP for the newly annexed lands within the southeast quadrant of the City. The Plan Area boundaries have yet to be determined. Preliminary city-wide strategic land use planning indicates that most all of the Plan Area will be for residential land uses. The overall required housing density in each new neighborhood is a minimum of 6.0 units per net developable acre. The net developable acreage is the gross plan area less environmental reserve, major roads (expressways and arterials); commercial sites; high schools and sports fields additional to municipal reserve land dedicated for these purposes; and special land use sites such as constructed wetlands. Assuming that net developable acreage is approximately equivalent to the gross plan area (+/ acres), a minimum unit yield of +/- 467 units can be anticipated upon full build out. Recent examples of approved densities in developed or developing neighbourhoods areas follows: Vanier Woods at +/- 6.0 UPA; Inglewood East at +/- 6.0 UPA; Clearview at +/- 7.0 UPA; and Timberlands at +/- 7.5 UPA. The Guidelines encourage a healthy housing mix, where: Multi-family housing (three or more attached dwelling units) shall be no less than 20 percent of the total housing stock. Single-detached and semi-detached housing shall be no less than 60 percent of the total housing stock. The ratio of detached housing (including narrow lots and manufactured homes) to semi-detached housing must be at least 3:1. Available servicing will dictate the timing of development for this site. It is anticipated by the City of Red Deer Engineering Services (as outlined in their Growth Areas Major Capital Budget Map) that servicing will be in place by 2014 on the E ½ of W4M to complete the Lancaster and Vanier Communities (Melcor).

8 Preliminary Land Review details were researched and prepared by Longview Planning and Design. This information is the property of Belterra Land Company Ltd. and is for research purposes only. Use, distribution or copying of this information is strictly prohibited.

How it works: Choosing to Invest 1 2 3 4 5 6 7 8 Investor has reviewed applicable material and received independent advice necessary as part of their due diligence process.

9 How it works: Choosing to Invest Investor has reviewed applicable material and received independent advice necessary as part of their due diligence process. The decision is made to invest in real estate. Investor meets with their representative to complete their Agreement of Sale and Purchase. The Investor must provide cheques, bank draft or certified cheque at this time. Belterra prepares necessary closing documentation for the Investor. A second meeting is held with their representative to review and sign closing documents. Belterra prepares the appropriate documentation for the Alberta Land Titles Office and submits the Transfer of Land. Investor receives a copy of their Caveat from the Alberta Land Titles Office. This is evidence that title showing your interest has been officially registered. Investor receives a certified copy of Title and copies of all executed documents from Belterra Land Company. Investor receives their Client Login ID from Belterra and future, periodic updates regarding the project s process. This material is intended for illustration purposes and does not constitute an offering of securities, and cannot be relied upon as the sole basis for making an investment decision. Please read the Offering Memorandum thoroughly before investing. It is not intended as a representation regarding the timing of sale or development of the properties referred to or the returns attainable by an investor upon sale, lease or similar arrangement. This investment is not guaranteed, or insured, and the projected results will depend, among other things, on economic factors and market trends.

10 Purchase Options Payments All cheques or bank drafts are made payable to Belterra Red Deer Ltd. Right to Cancel You have 2 business days to cancel your purchase. GST The purchase does not include GST. Belterra shall account for and file the GST on behalf of the co-venturer in joint venture activities while the election is in effect. Cash Unit $13,000 Unit Land Price $12,000 Development Fund $1,000 Financed Unit $13,000 Unit Land Price $12,000 Development Fund $1,000 Deposit (due upon signing) $3,000 Mortgage $9,000 Interest Rate: Term: Payments: 10% per annum (interest only) 5 Year Open $75 per month RRSP Unit $13,000 Annual Administration Fee $360 Funding Requirements*: All RRSP investors must have or open an RRSP account with Canadian Western Trust. Accounts must have sufficient cash in the account to fund the RRSP Funding Total. If you hold an RRSP account(s) with a different institution, you may transfer the funds to your new or existing account at Canadian Western Trust. Any allowable cash contributions can be paid directly into your RRSP Account with CWT. Canadian Western Trust has charges related to new accounts, annual fees and security holding fees that are separate and un-related to your Annual Administration Fee. Please ask your representative for a current rate sheet. All new accounts are subject to a $52.50 CWT set-up fee. *All forms, along with any services, will be provided by Belterra Land Company Ltd. to complete this process.

The Belterra Process Raw Land Concept Planning Development Community Potential Value 1 2 3 4 5 Research Acquisition Syndication Pre-Development Exit Time NATURAL APPRECIATION OF LAND Research

Research criteria includes: preliminary land analysis with regards to future development potential, review of existing land use framework, discussion with local experts and evaluating the specific

It is important to acquire those lands that have been identified for future growth of a City or region to support eventual expansion.

Syndication Investing in land has traditionally been reserved for the wealthy, large institutions and corporations.

11 The Belterra Process Raw Land Concept Planning Development Community Potential Value Research Acquisition Syndication Pre-Development Exit Time NATURAL APPRECIATION OF LAND Research Belterra Land Company Ltd. identifies quality land opportunities through extensive research, referrals and local area contacts. Research criteria includes: preliminary land analysis with regards to future development potential, review of existing land use framework, discussion with local experts and evaluating the specific attributes of each parcel of land. Acquisition A sound land buying strategy requires a thorough understanding of growth rates and trends, regional planning and the existing land use framework. It is important to acquire those lands that have been identified for future growth of a City or region to support eventual expansion. After carefully assessing various opportunities Belterra selects, negotiates, and purchases the land. Syndication Investing in land has traditionally been reserved for the wealthy, large institutions and corporations. Through our model, Belterra makes investing in land accessible to a broader base of individuals. Each land owner receives individual land title in their own name, for their own interest. On average, Belterra maintains approximately 10% ownership in any project and land owners maintain the remaining 90%. Pre-Development During this strategic phase, Belterra guides the land through pre-development towards the concept planning and entitlement process to prepare it for the most suitable use. This process is designed to protect and enhance the value of the land and the integrity of future use. Belterra collaborates with local governments and planning partners to effect Strategic Planning, Major Area Structure Plans and Neighbourhood and Subdivision Plans; with a goal to bring each property closer to development. During this phase, preliminary concept planning, zoning, transportation and other studies are undertaken as required for planning and development of the land parcels. A separate reserve fund is set up for the Pre- Development phase of each project. Exit There are three potential strategies for exit: i. Sell the parcel outright to a Third Party; ii. Joint Venture with a Third Party to Develop the Property; iii. Develop the Property. Belterra has an obligation to present all bona fide offers to investors. An attractive offer can be received at any time after the property has been syndicated by Belterra. The investors in the project have the final say as to which Exit strategy is accepted. This is based on a 60% majority vote. Once an Exit offer is accepted and the deal closes, clients are provided with distribution payments.

12 Appendix These designs are conceptual renderings based on the current City of Red Deer land use framework. Preliminary Land Review details, maps and Conceptual Designs were researched and prepared by Longview Planning and Design. This information is the property of Belterra Land Company Ltd. and is for research purposes only. Use, distribution or copying of this information is strictly prohibited. The Purchaser acknowledges that the Vendor and its agents and representatives have made no representations as to the timing of sale or development of the Land and that any future changes to the status of the Property will be dependent on several factors, including but not limited to: the final ASP, Structure Plans and the supply and demand of the real estate market.

13 Land Use Strategy N

14 Illustrated Design Concept N

Housing Bulletin Monthly Report

January 21 1 Housing Bulletin Monthly Report Most new homes built in second half of 29 25, 2, 15, 1, 5, Dec 7 Jan 8 Feb 8 mar 8 apr 8 Alberta s 29 housing starts increased 72.8 per cent over 28, suggesting