Disclaimer
Genesis Mortgage Investment Corporation
Gentai Residential Mortgage Investment Fund
Gentai Commercial Mortgage Investment Fund
This communication is for information purposes only and is not, and under no circumstances is to be construed as, an invitation to invest in any of the investment products (collectively, the “Funds”) managed by Gentai Capital Corporation (the “Manager”), including but not limited to shares of Genesis Mortgage Investment Corp. (GMIC) or in trust units of Genesis Residential Mortgage Fund (GREF) or Gentai Commercial Mortgage Fund (GCOM) (collectively, the “Units”).
Past performance is not indicative of future performance. There is no guarantee of performance. An investment in any or all the Funds is not intended as a complete investment program and should only be made after consultation with independent investment and tax advisors. Only investors who do not require immediate liquidity of their investment should consider a potential purchase of Units.
Forward-looking statements. Certain statements contained in this presentation may constitute forward-looking statements which reflect our current expectations and projections about future results. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “proposes”, “expects”, “estimates”, “intends”, “anticipates” or “believes”, or variations (including negative and grammatical variations) of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Funds to Actual results, performance and developments are likely to differ and may differ materially, from those expressed or implied by the forward-looking statements contained in this presentation. Such forward-looking statements are based on several assumptions which may prove to be incorrect including, but not limited to: the continued ability to raise capital, the ability of the Funds to make loans secured by Mortgages capable of generating the necessary income to enable the Funds to achieve their investment objectives, the maintenance of prevailing interest rates at favourable levels, the ability of borrowers to service their obligations under the loans, the ability of the Manager to effectively perform its obligations to the Funds, anticipated costs and expenses, competition, changes in general economic conditions and changes in tax laws. While the Funds anticipates that subsequent events and developments may cause its views to change, the Funds specifically disclaims any obligation to update these forward-looking statements, except as required by applicable law. These forward-looking statements should not be relied upon as representing the Funds’ views as of any date after the date of this presentation. Although the Funds have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results, performance and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Funds. be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Risks. Investing in the Units involves significant risks. There is currently no secondary market through which the Units may be sold and there can be no assurance that any such market will develop. The recovery of an initial investment is at risk, and the anticipated return on such an investment is based on many performance assumptions. Although the Funds intend to make regular distributions of available cash to investors, such distributions may be reduced or suspended. In addition, the market value of the Units may decline. An investor needs to consider the particular risk factors that may affect the industry in which it is investing. There can be no insurance that income tax laws, tax proposals, policies or regulations, or the interpretation thereof, will not be changed in a manner which will fundamentally alter the tax consequences to investors acquiring, holding or disposing of Units. If made available by the Funds, please refer to the Funds’ most recent offering memorandum(s) (the “Offering Memorandum”), specifically the risk factors included therein. The Units are not “deposits” within the meaning of the Canadian Deposit Insurance Corporation Act (Canada) and are not insured under provisions of that act or any other legislation.
Past performance is not indicative of future performance. There is no guarantee of performance. An investment in the Funds is not intended as a complete investment program and should only be made after consultation with independent investment and tax advisors. Only investors who do not require immediate liquidity of their investment should consider a potential purchase of shares.
The Manager and the Funds are a “connected issuer”, and may be considered a “related issuer” of Gentai Asset Management (GAMC), which may result in potential conflicts of interest.
This is due to GAMC’s role as an exempt market dealer engaged to sell the Units offered and based on the fact that:
(i)GMIC, GREF, GCOM, GCC and GAMC have a trustee, director and officers, as applicable, in common, and
(ii)due to the relationship between certain of the trustees of the Funds and the sole voting security holder of GAMC.
There may be conflicts of interest if the interests of the Funds and GCC are inconsistent and/or the interests of the Funds and GAMC are inconsistent.
GAMC is currently considered a “captive dealer” because it solely or primarily distributes securities of related or connected issuers. A conflict exists between GAMC’s financial incentive to sell to the client securities of its related or connected issuers, and GAMC’s regulatory obligations to know your client, know your product and only recommend suitable investments to clients and GAMC’s duty to act fairly, honestly and in good faith with its clients. As such, GAMC has adopted policies and procedures for identifying and responding to conflicts of interest by avoiding, controlling or disclosing conflicts of interest. GAMC discloses these potential conflicts of interest to its clients in client disclosure documents, its website, in trade confirmation reports and in marketing materials.