PowerPoint Presentation

The Role of the IssuerDavid Todd: Director of Sales OmniArch CapitalWelcome everyone / thank for the opportunity

1The information enclosed is for informational purposes only and is not a solicitation as to any investment product. This information is inherently limited in scope and does not contain all of the applicable terms, conditions, limitations and exclusions of the investment described herein. The information contained herein may contain public information and is for information purposes only. The views and opinions expressed herein are the opinions and views of the publisher and reporter, not created to promote sale of any investment product. This is not a solicitation for sale or purchase of securities, without the appropriate exemption documents being provided to prospective purchasers. This investment is only for investors by way of subscription agreement.Discussion PointsThe MarketRole of the IssuerIssuers and Vertical MarketsBringing Product to MarketProduct Examples

Introduce the agendaIntroduce Omniarch Capital as an issuerGive brief history of Issuer(s) in new EMD marketIntroduce the various but typical EM Vertical MarketsIntrduce how and issuer brings a product to market

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The Exempt MarketSept 28, 2010 / NI 31-103Exempt from the Prospectus Exemptions Provincially RegulatedIncludesOM ExemptionsHedge FundsBonds & PPNsExplain the purpose and scope of NI31-103Provide brief description of the ProspectusIntroduce the concept of the Offering MemorandumDescribe the major points of Omniarchs OMProvide brief description of the provincial differences dealing with Exempt Market Eligibility rules. Show biggest difference being Ontario vs AlbertaExplain what other products fit in the exempt marketRefocus them on Issuers selling through EMDs4Role of the IssuerTo create and develop the investment product or opportunityTo create the Offering Memorandum Register with the Provincial Securities CommissionPresent the product to EMDs (Exempt Market Dealers) for saleSome Issuers are also their own EMDs but this is not the norm

Explain the position of the issuer in the marketExplain the OM vs the ProspectusExplain the Provincial systems and the impact on issuersDiscuss the relationship between Issuers and EMDs and the co dependence of bothExplain the 3 different structures of an issuer5Vertical Market ApplicationsIssuers operate in different Vertical MarketsPrestige Capital / Building HotelsChestermere Lands / Land DevelopmentSolar Income Fund / Green Energy982 Media / P&A of Film Industry

Explain the different vertical markets that Issuers operate inExplain the low risk exit strategy of Prestige and Hilton HotelsExplain the non-correlation of Chetermere growing towards CalgaryExplain the Ontario Govs 20 year contract to purchase Solar EnergyExplain 982 Medias approach through Senior Debt Loans6Bringing Product to MarketIssuers bring product to market through the Offering MemorandumThe steps in getting to the OM are: The Product In / Development / Exit is plannedThe Analytics / Partnerships / Strategy are plannedThe initial OM is written and corporate disclosures addedThe OM is developed with / through law firmsThe OM is registered with the commissionThe OM is approved by the EMDThe OM must be presented to the investor

Explain the OM Creation Process at a detailed levelExplain the position of the OM relative to the issuer / EMD and InvestorExplain the due diligence approach and the OM position in the process

7Product Examples

Introduce Omniarch Products as an example of DiversificationLow Volatility Non CorrelationHigher Absolute Returns when compared to S&P or TSX over past decade

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OM Dictates The Terms Of The Investment

5 Year Investment Term Early Exit AvailablePredictable Cash FlowRRSP/TFSA/RIF/LIRA/Cash$5,000 CDN Minimum Investment

Explain product features based on 10% returnExplain Non Liquid approach to Exempt MarketExplain Exit (if provided in an Issuers OM)Explain Minimum Investment and its application when compared to eligibility for investorsExplain transfer process for registered funds through Olympia Trust or CWT9

OM Declares How The Investment Works 15 Year Time Frame

MILLION DOLLARS5% Interest (Coupon Rate) = $50,000$300KFace Value(Current Worth)

Protective Spread5 Year Hold 10% Interest to Investor= $30,000Explain this chart as the animation evolves Explain how the cash flow of the existing bond provides spread between what is made as income and what is owed to the investorShow how this creates lower volatility and increases predictability without providing guarrantees Explain how this is laid out in the Issuers OM for clarity to the investor

10Liquidity Within The Exempt Market

1 Year Committed Funds90 Days Written NoticeDeclining Redemption FeeExplain what an exit is and how it is presented in an OMExplain the Omniarch process as an exampleExplain the difference between and issuer that cannot stop development (Land Developer) vs an issuer that can. And why

11Non CorrelationPortfolio DiversificationSenior DebtInversely RelatedMedia As An Asset Class

Print & Advertising of Motion Pictures

Investment in Senior Secured LoansLast In First Out (LIFO)Secured against the gross cash flow of the film

EM Can Provide Non-CorrelationExplain how this vertical market is Inversely Related to the economy Use example of market growth (doubling to $65B) in last 8 yearsExplain how the OM must go beyond the product description to include the Marco view of the Vertical Market Explain how and issuer capitalizes on a vertical market opportunity

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Investments Can Be Inversely Related

Further explain the process of budget allocation for film distribution Explain how both the Print and Advertising feed the fund which in turn feeds the investorDescribe how this process is written into the OMDescribe how this process must be defensible in front of a commission14Summary of Fund$5,000 CDN Minimum Investment (Registered Available)

6% Preferred return (paid quarterly) and 50% profit participation

RRSP / TFSAS / RIF / LIRA / Cash

Potential 10 Year Dividend Stream

ROC starts approximately 5 yrs after investment dateInvestment OverviewBring the topic to Higher Absolute ReturnsDescribe how the fund will provide returns to the investorExplain how a knowledgeable investor can work with the issuer to significantly compound returnsShow how the OM can develop a business plan approach for an investment that reaches out 10 years in time

15Product Examples

Examples have provided: DiversificationNon-CorrelationInverse RelationshipPredictable Returns

Restate points as concluding summary 16

Canadian Exempt MarketThe Exempt Market is going main stream

Reference the Financial Post article that shows the change in the Exempt Market position going forwardExplain Why this is happeningUse personal example of prospects pleading to move moneyRefer to new trend and growth numbers in existing marketRestate aspects of the market that are non correlated to the Global Economic Crises (to a point)Conclude and Thank 17