Client Relationship Disclosure Information

In accordance with NI 31-103, Fast Track Capital Inc. ("FTC"), is required to provide certain disclosures to clients and potential clients as it relates to the relationship of FTC with its clients, potential clients and its related issuers.

The following outlines all of the relevant disclosures as required by NI 31-103 so that you, the client or potential client are reasonably informed of these relationships.

  1. Description of the Nature or Type of Client Account

    Clients may participate in an investment opportunity marketed by FTC by either the use of a registered or unregistered funds. In the instance where registered funds are utilized to invest, FTC requires that clients open and utilize an account with Olympia Trust Company ("OTC"), who manages the account on behalf of the client. In the instance where clients are using non-registered funds to invest, FTC utilizes the services of OTC to print and maintain the Unit Certificates; however, all distributions or returns on projects are deposited directly into the either the registered account used by the client or the client's specified bank account. It should be noted that FTC has no direct control over any of these accounts and all day to management of the accounts is at the discretion of the client or by the client giving instruction to OTC.

  2. Products and Services Provided by FTC to Clients and the relationship of FTC with related and connected issuers.

    FTC markets investment opportunities to clients and potential clients through various seminars, direct meetings and other marketing material that are issued by its related or connected issuers.

    FTC also acts as the Administrator, pursuant to an Administration Agreement with the related or connected issuer whereby it provides certain administration services to the issuer.

    The Trustees of the issuer may also act as directors or officers of FTC. Accordingly, there may be conflicts of interest if the interest of these persons or entities is inconsistent. FTC has entered into an Administration Agreement with the issuer and is entitled to earn a fee for providing services to the issuer. However, FTC, its directors and officers may at any time, and currently do, engage in promoting or managing other entities or their investments that may compete directly or indirectly with the issuer.

    FTC services to clients are limited to marketing of the investment opportunity to clients and potential clients. FTC does not provide any financial, accounting, tax or legal advice. Neither FTC nor any of its employees or agents are financial or tax advisers. Accordingly, clients and potential clients should consult their own advisers.

    The Sole Shareholder of FTC may also be a Trustee of related and connected issuers.

    Please consult our about us section for a full and complete list of related and connected issuers.

  3. Investment Risks to Consider Prior to an Investment Decision

    All investments carry risks associated with them. Investment opportunities marketed by FTC also have risks that clients and potential clients should consider prior to making any investment decision. There are common risks of all investment opportunities marketed by FTC which are listed below. It should be noted that the list is intended to provide clients and potential clients with an overview of the common risks and is not intended to be exhaustive. For a complete list of risks of any specific investment opportunity, please consult the applicable Offering Memorandum or speak directly to an FTC Dealing Representative.

    The common risks in all FTC investment opportunities are:

    • No guarantee that the investment will be successful;
    • There is no market for the investment in the issuer's Units;
    • The issuer's Unit price is determined arbitrarily;
    • The investment in the issuer's Units are highly speculative;
    • The issuer's Units are not insured;
    • The issuer must qualify as a Mutual Fund Trust and maintain such status and there can be assurance this will be achieved;
    • The issuer's Declaration of Trust limits Unitholder Liability, and the issuer structures its operations so as to limit such liability, however, there can be no assurance that Unitholders will not be held personally liable for liabilities of the issuer;
    • There can be no assurance that income tax laws and the treatment of a mutual fund trust will not be changed in a manner which adversely affects Unitholders;
    • The issuer is authorized to issue an unlimited number of Units at prices determined by the Trustees of the issuer. Further issuances of Units will result in dilution of the interests of current Unitholders;
    • If the issuer is required to pay the redemption price for redeemed units, the issuer may be required to liquate its investment earlier than it might otherwise choose. Such a liquidation may cause the issuer to incur losses and could substantially reduce the value of the Units;
    • As the issuer is offering its Units by way of private placement, its activities will not be governed by the securities laws applicable to reporting issuers, such as the continuous disclosure rules;
    • The redemption price is determined arbitrarily by the issuer and its Trustees;
    • The liquidity of the Units is limited as the Units have no trading market and are restricted as to their transferability under applicable securities laws;
    • Because the Units are not generally transferable, an investment in the issuer's Units is to be consider an illiquid investment and involves a high degree of risk;
    • There is no guarantee that an investment in the issuer's Units will earn any positive return in the short term or the long term.
    • An investment in the issuer's Units is subject to market risks such as changes in the global, national, regional and local economic climate, increased competition and changes in laws and governmental regulations;
    • Environmental legislation and policies have become an increasingly important, and under various laws, the issuer could become liable for costs of effecting remedial work necessitated by the release, deposit or presence of certain materials which may adversely impact the ability of the issuer to generate positive returns;
    • The effect of fees and expenses that the issuer realizes will reduce the actual returns to Unitholders. The issuer, pursuant to an Administration Agreement, will pay a fee to FTC of $50.00 per hour for services rendered under the Administration Agreement. However, it is likely that the issuer will incur additional expenses and together the fees and expenses will reduce actual returns; and
    • The Trustees of the issuer may also act as directors or officers of FTC. Accordingly, there may be conflicts of interest if the interest of these persons or entities is inconsistent. FTC has entered into an Administration Agreement with the issuer and is entitled to earn a fee for providing services to the issuer. FTC must render its services under the Administration Agreement honestly and in good faith and must use reasonable commercial efforts to perform its duties and responsibilities under the Administration Agreement in a conscientious, reasonable and competent manner. However, FTC, its directors and officers may at any time, and currently do, engage in promoting or managing other entities or their investments that may compete directly or indirectly with the issuer.
  4. Risks to Clients of Using Borrowed Money to Finance a Purchase of Units of an Issuer

    Clients who utilize borrowed money (also commonly referred to as leveraging) to finance their purchase of the issuer's Units is subject to certain risks. Outlined below are the common risks of leveraging:

    • Magnification of losses – the impact of using leveraging can have the potential to magnify the impact of losses. For example, if you had $10,000 to invest and markets dropped and you were facing a loss of 10%. If you needed the money, your return after you paid tax would be about -8.05% (assuming a 39% marginal tax rate). If you had $10,000 and borrowed an additional $10,000 (at 7.5%) to make a total investment of $20,000, assuming the same return and marginal tax rate, you would have return of -20.7% after paying taxes and accounting for interest payments. In real dollars, this means your $10,000 has lost $2067.50. In this example if you borrowed $20,000 instead of $10,000 and invested $30,000, the losses get magnified even more to -33.3% after taxes and interest costs;
    • Interest Rate Risk – If you have borrowed money the impact of rising interest rates can potentially have a negative effect on your leverage returns;
    • Cashflow Risk - Rising interest rates has a ripple effect on your cash flow. If you are going to leverage, you must maintain the interest payments on the loan. If interest rates go up, your interest payments will increase accordingly. Prudent leveraging will ensure that you budget for the potential of higher interest rate costs; and
    • Margin Call Risk - The margin is the difference between your investment portfolio value and the amount of the loan. If the markets drop and falls below a certain margin, the lender can issue a margin call where you will have to put in more money to make up the difference. As a result, you should only leverage within your financial comfort zone.
  5. Conflicts of Interest

    The Trustees of the issuer may also act as directors or officers of FTC. Accordingly, there may be conflicts of interest if the interest of these persons or entities is inconsistent. FTC has entered into an Administration Agreement with the issuer and is entitled to earn a fee for providing services to the issuer. FTC must render its services under the Administration Agreement honestly and in good faith and must use reasonable commercial efforts to perform its duties and responsibilities under the Administration Agreement in a conscientious, reasonable and competent manner. However, FTC, its directors and officers may at any time, and currently do, engage in promoting or managing other entities or their investments that may compete directly or indirectly with the issuer.

  6. Costs to Client for the Operation of an Account

    Neither FTC nor the issuer of the securities charges clients any costs for the operation and maintenance of an account. If the client has utilized registered funds to acquire the securities of an FTC related or connected issuer, the client must hold an account with Olympia Trust who may charge fees for the operation and maintenance of the account.

  7. Costs to Client in Making, Holding and Selling Units

    Neither FTC nor the issuer of the securities charges clients any costs for the making, holding and selling of securities in addition to the costs already outlined in this document. If the client has utilized registered funds to acquire the securities of an FTC related or connected issuer, the client must hold an account with Olympia Trust who may charge fees for the making, holding and selling of securities.

  8. Compensation Paid to FTC

    FTC is the exempt market dealer through which the issuer trades its Units and registered dealing representatives of FTC, which may include the Trustees, may be paid aggregate fees and commissions of up to eleven (11%) percent of the gross proceeds realized on the Units sold by such representative. In addition, an acquisition and due diligence fee of Fifty Thousand ($50,000) Dollars will be paid to 1393236 Alberta Ltd., an affiliate of FTC, for services rendered with respect to the sourcing and due diligence of investment opportunities. The fee is payable upon the issuer successfully acquiring an interest in an investment opportunity.

    FTC has entered into an administration agreement ("Administration Agreement") with the issuer to handle the day to day activities of the issuer. The issuer will pay the Administrator a management fee (the "Administration Fee") for its services on a cost reimbursement basis for hours spent on the business of the issuer and as outlined in the Administration Agreement. Pursuant to the terms of the Administration Agreement, amongst other things, the Administrator is responsible for all matters relating to: (i) any offering of securities to the public; (ii) ensuring compliance with applicable law, including in relating to an offering of securities to the public; (iii) all matters relating to the content of any securities offering documents, the accuracy of the disclosure contained therein and the certification thereof; and (iv) all matters concerning any subscription agreements. FTC will be paid Fifty ($50.00) Dollars per hour for every hour spent on the business of the issuer. FTC estimates that it will spend approximately three hundred (300) hours per year on the business of the issuer. Under the provisions of the Administration Agreement, a Trustee who is also a director, officer or employee of FTC may also be paid such compensation, if any, by FTC. Darren Weeks is the sole shareholder of FTC and the Trustees of the issuer may be directors, officers or employees of FTC and may be paid compensation as a result of their positions with FTC. In addition, FTC is entitled to recover third party costs incurred in connection with the administration of the issuer and its assets to the extent that such amounts are not covered by or included in such fees as described above.

  9. Account Content and Frequency of Reporting

    FTC provides quarterly and annual statements to each client outlining client holdings, transactions and returns. These statements are mailed out to clients within 30 days of the quarter and year end.

    In addition, within 120 days of the issuer's fiscal year end, clients are provided with the issuer's annual audited consolidated financial statements and related documents in accordance with the issuer's Declaration of Trust.

  10. Client Investment Suitability

    Prior to FTC recommending to the issuer to accept any subscription of Units by a client, FTC is obligated to access the suitability of the investment for the client. Investment suitability is dependent upon many factors and clients are required to complete a Know Your Client form to allow FTC to assess suitability of any investment opportunity for clients.

  11. Know Your Client Information Collected

    FTC is obligated to have all clients complete a Know Your Client form which FTC utilizes for the purposes of determining suitability of the client for FTC marketed investment opportunities. As a result, FTC will collect information which will allow it to:

    • establish the identity of a client and, if FTC has cause for concern, make reasonable inquiries as to the reputation of the client,
    • establish whether the client is an insider of a reporting issuer or any other issuer whose securities are publicly traded,
    • ensure that it has sufficient information regarding all of the following to enable it to meet its obligations in determining suitability of the client:
      • the client's investment needs and objectives;
      • the client's financial circumstances; and
      • the client's risk tolerance.
    • in addition, if the client is a corporation, partnership or trust, FTC must establish the following:
      • the nature of the client's business;
      • the identity of any individual who, in the case of a corporation, is a beneficial owner of, or exercises direct or indirect control or direction over, more than 25% of the voting rights attached to the outstanding voting securities of the corporation, or in the case of a partnership or trust, exercises control over the affairs of the partnership or trust.