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Canada House

Project Overview


THE COMMUNITY Concord Canada House is the last 2 towers at Concord CityPlace on Block 22. 45 acres is dedicated to residential units, retail, offices, and parks. PRIME LOCATION Next to Canada’s iconic CN Tower! Views of the city and Lake Ontario will be sublime. ENDLESS TRANSIT OPTIONS At the corner of Spadina & Blue Jays Way you have a PERFECT Transit score and a Walk Score of 96/100! Everything you need is within walking distance. Walking distance to Union Station is perfect for commuting in and out of the downtown core by TTC subway and GO Transit. AREA AMENITIES Right in the entertainment district, an amazing time awaits right outside your door. The Entertainment district is home to many wonderful venues that host superb shows and entertainment. With everything from sports entertainment to classical shows, Downtown Toronto has it all. VENUES NEARBY Rogers Centre, Air Canada Centre, CN Tower, Ripley’s Aquarium, TIFF Bell Lightbox, Roy Thompson Hall FEATURES & FINISHES BATHROOM Custom medicine cabinet with mirror, shelves and built-in lighting
Wood-grain laminate vanity cabinet with soft-close hardware featuring Blum® hinges and tracks for superb quality and durability Engineered quartz stone countertop
Kohler undermount sink with polished chrome Grohe faucet
Dual-flush toilet with soft-close seat
Recessed pot lighting
Large-format porcelain Calacatta wall tile and tub/shower surround
Polished chrome Grohe faucet, tub spout and showerhead
Walk-in full-length shower stall (where applicable) partially enclosed with frameless glass with door APPLIANCE PACKAGE Miele refrigerator with integrated panel *
Miele hood fan *
Miele dishwasher with integrated panel
Miele electric cooktop *
Miele convection oven *
Miele stackable front load washer and dryer
Panasonic microwave oven with stainless steel trim kit * 1 BR / 1 BR D suites will receive 24” refrigerator, hood fan, cook-top, and oven 2 BR / 2 BR D suites will receive 30“ refrigerator 24” hood fan, cook-top, and oven 3 BR / 3 BR D suites will receive 30” refrigerator, hood fan, cook-top, and oven OTHERS Car-sharing program for residents
Intelligent thermostats
Quick charge outlets
Individual quad-logic metering & vehicle compatibility PROPERTY INFORMATION 2 Bedroom + 2 Bath apartment
Address: 23 Spadina Ave, Toronto, ON M5V3M5, Canada
Developer: Concord Pacific
Total Area: 890 SQ.FT.
Enclosed area: 740 SQ.FT.
Balcony: 150 SQ.FT.
Parking: Regular Style (Limited availability)
Locker: Yes




Investment Summary


INVESTMENT SUMMARY The following summary is qualified in its entirety by the more detailed information appearing elsewhere herein. You should read the entire Memorandum and carefully consider, among other things, the matters set forth in the section captioned “Risk Factors.” You are encouraged to seek the advice of your attorney, tax consultant, and business advisor with respect to the legal, tax, and business aspects of an investment in the Interests. All references in this Memorandum to “$” or “dollars” are to United States dollars. THE COMPANY Overview MountX US LLC has created a platform and model for tokenizing interests in real property which allows token holders to hold an actual interest in an entity that owns real property. MountX Token LLC is a Delaware series limited liability company (“LLC” or “MountX”), which serves as an intermediary entity between a token-owning individual and a piece of real estate property. Ownership of a series of the LLC (each, a “Series”) is divided into 390,000 units (or such other amount determined by the Managing Member) of membership interests, or Interests, and the Interests are represented by the same number of unique cryptographic digital tokens, or MXTs, on the blockchain. As digital representations of Interests, the MXTs embody the legal characteristics of the Interests and carry all of the rights and obligations associated with the Interests. The MXTs, like the Interests, are securities for purposes of U.S. securities laws and they are designed to be compliant with applicable U.S. federal and state securities laws and regulations. See “Securities Being Offered – The MXTs” for further details. Each Series of the LLC will purchase and own one or more discrete real property asset or assets. Ownership of the MXTs of a particular Series gives an individual ownership and limited governing rights over the Series which has issued the MXTs and, therefore, over the discrete property owned by the Series. The Series, and the real property asset that it holds, are managed and maintained by the Managing Member with little-to-no engagement from any MXT holding individuals, while the MXT holding individuals themselves retain full economic ownership rights in the property. MXT itself will be taxed as a partnership, with pass-through to its members of profits and losses. We intend, however, to elect that each Series will be treated as an association taxable as a corporation. Holders of the Interests in a Series, therefore, will receive a Form 1099 report each year reciting the dividends, if any, paid to the holder and certain other tax information appropriate for an interest in a corporation. MXT will focus on the purchase by each series of real property, either pre-constructions, under construction or currently income-producing properties. Any rents from tenants in these properties will be collected by a third-party property management service under the direction of a property manager. The Underlying Asset The real property asset to be associated with Series #1 is a two bedroom condominium apartment located in the West Tower of the Concord Canada House Project in Toronto, Canada (the “Apartment” or the “Underlying Asset”). The Concord Canada House Project is a new condominium development by Concord Adex located at Front St. and Spadina Ave in downtown Toronto. The Apartments are part of the Concord City Place, which has 45 acres of space including residential units, retail, offices, and parks. The Underlying Asset is currently under construction and MountX has an offer to purchase the Apartment for CAD $1,201,000 (or US $938,341 based on the exchange rate as of December 11,, 2020) (the “Purchase Price”) . It is not anticipated that the Series would own any assets other than the Underlying Asset, plus cash reserves for maintenance, insurance and other expenses pertaining to the Underlying Asset and amounts earned by the Series from the monetization of the Underlying Asset, if any. See “Description of Business—The Underlying Asset” for further details. The proceeds of the Offering will be used to pay the required initial payment for the Apartment of CAD 420,350 (or approximately US $328,420, based on the exchange rate as of December 11, 2020), with the balance due upon completion of the Apartment. Accordingly, the Series does not anticipate that investors would benefit from rental income from the Apartment. It is intended that the Series would sell its interests in the Apartment before they are completed and before the Series becomes obligated to pay the remainder of the Purchase Price. In the event that the Managing Member determines not to sell the Apartment at such time, the Series may borrow funds from a bank, financial institution or other lender in order to pay the remainder of the purchase price. The Managing Member agrees to provide a loan for any closing costs not otherwise payable from the proceeds of this Offering, which shall be repaid upon exit. Managing Member MountX US LLC, a Delaware limited liability company formed on November 9, 2020, is the Managing Member (the “Managing Member”) of MountX and the manager (the “Manager”) of the Series. The Managing Member also owns and operates a web-based investment platform called MountX Real Estate Capital (the MountX Real Estate website and any successor platform used by MountX for the offer and sale of MXTs interests, the “MountX Website”) through which the Interests and other Series interests will be sold, in the form of MXTs. The address of the MountX Website is www.mountx.io. The Managing Member’s offices are located at Av. Magnocentro No. 5 – 102, Col. Magnocentro, Huixquilucan, Mexico, and the telephone number is +525564143939. Operating Expenses After the initial Closing, the Series will be responsible for the following costs and expenses attributable to the activities of MountX related to the Series (together, the “Operating Expenses”): Any and all ongoing fees, costs and expenses incurred in connection with the management of the Underlying Asset, including the real estate taxes, security, valuation, marketing and utilization of the Underlying Asset; fees, costs and expenses incurred in connection with preparing any reports and accounts of the Series, including any blue-sky filings required in certain states, bookkeeping and any annual audit of the accounts of the Series (if applicable); fees, costs and expenses of a third-party registrar and transfer agent appointed in connection with the Series; fees, costs and expenses incurred in connection with making any tax filings on behalf of the Series; any indemnification payments; any and all insurance premiums or expenses incurred in connection with the Underlying Asset; and any similar expenses that may be determined to be Operating Expenses, as determined by the Manager in its reasonable discretion. The Managing Member, also acting in its capacity as Manager of the Series, will bear its own expenses of an ordinary nature, including, all costs and expenses on account of rent, supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures (excluding utilities expenditures in connection with the operation of the Underlying Asset). If the Operating Expenses exceed the amount of revenues generated from the Underlying Asset and cannot be covered by any Operating Expense reserves on the balance sheet of the Underlying Asset, the Managing Member will loan the amount of the Operating Expenses to the Series, on which the Managing Member may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by the Underlying Asset (an “Operating Expenses Reimbursement Obligation(s)”). We believe that the funds raised should cover Operating Expenses but if they are insufficient, the Series would incur Operating Expenses Reimbursement Obligations. Expenses The Series shall bear the expenses of organization of the Company and the preparation of the legal structure and documentation and the costs of marketing the Offering. Such amounts shall be paid from the proceeds of the Offering or the Managing Member shall be reimbursed for any costs advanced by the Managing Member. Management Fees As compensation for the services provided by the Managing Member, the Managing Member will be paid, upon the closing of the Offering, a cash fee equal to 1.75% of the gross proceeds of the Offering (the “Management Fee”). For tax and accounting purposes the Management Fee will be accounted for as an expense on the books of the Series. Additionally, the Managing Member will receive a fee equal to ten percent (10.0%) of the gross proceeds received by the Series resulting from the sale or disposition of the Apartment. Distribution Rights The Managing Member has sole discretion in determining what distributions of cash generated by the Series, if any, are made to holders of the Interests (the “Interest Holders”). See “Securities Being Offered—Distribution Rights.” Timing and Form of Distributions The Manager may make semi-annual distributions of Free Cash Flow, to Interest Holders subject to it having the right, in its sole discretion. The Manager may change the timing of potential distributions in its sole discretion. Distributions upon Liquidation and sale of the Underlying Asset Upon the occurrence of a liquidation event relating to MountX as a whole or any series, the Manager (or a liquidator selected by the Manager) is charged with winding up the affairs of the series of interests or MountX as a whole, as applicable, and liquidating its assets. Upon the liquidation of a series of interests or MountX as a whole, as applicable, the Underlying Asset will be liquidated and ten percent (10.0%) of the gross proceeds from the sale of the Underlying Asset will be distributed to the Manager. Any after-tax proceeds will then be distributed: (i) first, to any third party creditors, (ii) second, to any creditors that are the Manager or its affiliates, and thereafter, 100% to the interest holders of the relevant series of interests, allocated pro rata based on the number of interests held by each interest holder (which distribution within a series will be made consistent with any preferences which exist within such series). See “Securities Being Offered—Liquidation Rights.” Transfer Restrictions The Manager may refuse a transfer by an Interest Holder of its Interest(s) for any reason in its sole discretion, including if such transfer would result in (a) there being more than 2,000 beneficial owners in the Series or more than 500 beneficial owners that are not “accredited investors,” (b) the assets of the Series being deemed “plan assets” for purposes of the Employee. Retirement Income Security Act of 1974 and regulations thereunder, as amended (“ERISA”), (c) a change of U.S. federal income tax treatment of MountX and/or the Series, or (d) MountX, the Series or the Manager being subject to additional regulatory requirements. Furthermore, as the Interests are not registered under the Securities Act, transfers of Interests into or within the United States may only be effected pursuant to exemptions under the Securities Act and if permitted by applicable state securities laws. See “Securities Being Offered—Transfer Restrictions” for more information




Developer Bio & Market Watch


DEVELOPER BIO Over the past 25 years The Concord Group of Companies success has continued with Canada’s largest skyline defining communities, Concord Pacific Place in Vancouver and Concord CityPlace in Toronto. Concord has further expanded with numerous large-scale master-planned communities across the Canada and is now developing in the UK. Concord has completed over 130 residential and mixed-use buildings with more than 50 in various stages of planning and development. Live ability and green living is threaded throughout every level of our communities. Timeless design and materials, liveable floor plans that embrace the outdoors and smart storage solutions by LIV Interiors anchor every home. Concord has always pushed the bounds in amenity offerings, delivering the country’s most robust amenities shared by many to keep operating costs down. These comprehensive developments are often anchored by Concord built city parks, pathways, community amenities and services and are connected to transportation hubs and major businesses. Concord Pacific Place was the first and largest of its kind and meets LEED Gold standards for neighborhood development. Elements of this model plan have been copied by major cities around the world and are built into Concords future communities. Beyond building homes and contributing parks, recreation facilities, amenities, school sites, seawall walkways and daycares, Concord supports the people in their communities through family-oriented events and charities. https://www.concordpacific.com/ MARKET WATCH TORONTO, ON, November 2020 – Home sales in the Greater Toronto Area (GTA) were up again year-over-year for the fourth month in a row. 10,563 sales as reported through the Toronto Regional Real Estate Board’s MLS® System in October 2020. This was up by 25.1 per cent compared to 8,445 transactions in October 2019. Sales and new listings reached record levels for the month of October. However, year-over-year growth rates for sales and new listings diverged in some market segments. In the detached market segment, the pace of annual sales growth far outstripped growth in new listings. Conversely, the condominium apartment market segment experienced more than double the new listings compared to October 2019, whereas sales were only up by 2.2 per cent over the same period. Competition between buyers of single-family homes, and particularly detached houses, remained strong last month and continued to support double-digit annual rates of price growth in many GTA neighborhoods. In contrast, condo buyers have benefitted from much more choice compared to last year. Pre-COVID polling had already pointed to an increase in investor selling in 2020. The pandemic only added to this trend with a stall in economic growth and a halt to tourism impacting cashflows for many investors. The MLS® HPI Composite Benchmark was up by 10.8 per cent on a year-over-year basis in October 2020. The average selling price for all home types combined was $968,318 – up by 13.7 per cent compared to $851,877 in October 2019. Year-to-date home sales through October were above last year’s level. The economic recovery in some sectors coupled with low borrowing costs has kept home purchases top-of-mind for many GTA residents. With this being said, we have not accounted for all of the pent-up demand that resulted from the spring downturn. Expect record or near-record home sales for the remainder of 2020. https://trreb.ca/




Legal Disclosure


IMPORTANT INFORMATION THIS CONFIDENTIAL OFFERING MEMORANDUM SUMMARY (AS AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME, THIS “MEMORANDUM”) HAS BEEN PREPARED SOLELY FOR, AND IS BEING DELIVERED ON A CONFIDENTIAL BASIS TO, PROSPECTIVE INVESTORS WHO HAVE REQUESTED INFORMATION REGARDING PURCHASING UNITS OF LIMITED PARTNER INTEREST (“UNITS”) IN MOUNTX REAL ESTATE CAPITAL AND SUBSIDIARIES (THE “PARTNERSHIP”).THIS MEMORANDUM SUPERSEDES ANY AND ALL OFFERING MEMORANDUM, TERM SHEETS, PRESENTATIONS OR OTHER OFFERING MATERIALS DELIVERED TO A PROSPECTIVE INVESTOR IN CONNECTION WITH THE PROPOSED OFFERING OF UNITS. ANY DISTRIBUTION OF THIS MEMORANDUM WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER OF THE PARTNERSHIP IS PROHIBITED. THE UNITS HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR IS SUCH REGISTRATION CURRENTLY CONTEMPLATED. THE UNITS ARE BEING OFFERED IN RELIANCE UPON REGULATION D, PROMULGATED UNDER THE SECURITIES ACT. THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY U.S. FEDERAL, STATE OR FOREIGN SECURITIES REGULATORY AUTHORITY, NOR HAS ANY SUCH AUTHORITY PASSED ON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. INVESTMENT IN THE UNITS INVOLVES SIGNIFICANT RISKS (INCLUDING RISK OF LOSS OF ALL CAPITAL AND LACK OF LIQUIDITY) THAT ARE CHARACTERISTIC OF THE TYPE OF INVESTMENT DESCRIBED IN THIS MEMORANDUM. PROSPECTIVE INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THESE RISKS. THE TRANSFER OF UNITS IS SUBJECT TO SUBSTANTIAL RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS AND UNDER THE TERMS OF THE PARTNERSHIP AGREEMENT. DUE TO SUCH RESTRICTIONS, IT IS UNLIKELY THAT A SECONDARY TRADING MARKET FOR THE UNITS WILL DEVELOP. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN THE PARTNERSHIP FOR AN INDEFINITE PERIOD OF TIME. CERTAIN INFORMATION CONTAINED HEREIN CONCERNING INDUSTRY TRENDS, MARKET DATA AND OTHER MATTERS ARE BASED ON OR DERIVED FROM INFORMATION PROVIDED BY INDEPENDENT THIRD-PARTY SOURCES. NEITHER THE PARTNERSHIP NOR THE GENERAL PARTNER CAN GUARANTEE THE ACCURACY OF SUCH INFORMATION, NOR HAVE EITHER OF THEM INDEPENDENTLY VERIFIED THE ASSUMPTIONS ON WHICH SUCH INFORMATION IS BASED. THIS MEMORANDUM CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT ARE BASED ON THE BELIEFS OF, AND INFORMATION CURRENTLY AVAILABLE TO, THE GENERAL PARTNER. IN THIS MEMORANDUM, THE WORDS “BELIEVE,” “ESTIMATE,” “EXPECT,” “PLANS,” “INTENDS,” “WILL” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. INVESTORS AND LENDERS ARE CAUTIONED THAT SUCH FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN AND INVOLVE RISKS THAT MAY AFFECT THE PARTNERSHIP’S BUSINESS AND FINANCIAL PROSPECTS AND PERFORMANCE, WHICH WOULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PRESENTED IN THIS MEMORANDUM. THE FINANCIAL AND OPERATIONAL PROJECTIONS IN THIS MEMORANDUM ARE NOT FACTS AND SHOULD NOT BE RELIED UPON AS BEING INDICATIVE OF FUTURE RESULTS. 4819-7613-4571, v. 2




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Canada House Brochure by MountX





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