19

November 8th, 2019

Dallas Investment Opportunity

Valley Oaks Apartment Homes

Investment Overview The Western Wealth Capital LII Limited Partnership and Western Wealth Capital LII US Investor Limited Partnership are proud to offer investors an opportunity to invest in a cash-flowing property in one of America’s strongest real estate markets – Dallas, Texas.

The Limited Partnership intends to invest in Valley Oaks Apartment Homes, a 322-unit garden-style apartment community located in Hurst, Texas. Built in 1979, the property offers great upside potential, with majority of suites still retaining original interior fittings. Valley Oaks Apartment Homes is situated in a convenient mid-cities location less than 20-minutes from the Dallas Fort Worth Airport, 22-minutes from downtown Fort Worth and 25-minutes from Arlington central business district. Valley Oaks Apartment Homes is just off Interstate 820 and 183, allowing for easy access to the greater Dallas Fort-Worth metro.

Business Plan

This involves increasing the net operating income over a five-year period using Western Wealth Capital’s disciplined and consistent value-add program. The three main drivers to increase the net operating income are: • Normalize rents and bring to market average – Current owners are operating with

disparity between rents of like-units across the property. Western Wealth Capital intends to reduce that disparity using our proven lease management approach.

• Interior Upgrades: Classic to Goldstar – There is substantial potential for interior upgrades on this property. Western Wealth Capital plans to complete full interior upgrades to 176 of the 322 units (55%). We have modelled a projected $125 per month per unit increase in rental income.

• Washer & Dryer Value-Add Opportunity – Western Wealth Capital has modeled the installation of washers and dryers in 263 units (82%), enabling an increase of $45 per unit per month of rental income.

• Private Backyard Units – A high-demand feature in this sub-market. Valley Oaks presents the opportunity for WWC to install fenced-in backyards and enhanced patios on 25 ground-floor units and charge an additional $100 per unit per month.

Business Plan Annual NOI Increased Value* Install Washer & Dryers (263 units) $157,800 $3,005,714 Interior Upgrades (176 units) $264,000 $5,028,571 Private Backyards $30,000 $571,429 Normalize Rents (Loss to Lease) $480,454 $9,151,505 Total Increase $17,757,219 Purchase Price: $33,000,000 Equity Required: $13,230,000

NOI & Projected Value Year 1 Year 2 Year 3 Year 4 Year 5 Gross Income $3,917,178 $4,397,505 $4,762,869 $4,955,527 $5,145,890 Total Expenses ($2,231,231) ($2,297,268) ($2,360,821) ($2,419,998) ($2,480,516) NOI $1,685,947 $2,100,237 $2,402,047 $2,535,528 $2,665,374 Non-Recurring Expenses ($196,154) ($210,564) ($221,525) ($227,305) ($233,016) Property Value* $32,113,284 $40,004,513 $45,753,283 $48,295,780 $50,769,036

INVESTMENT HIGHLIGHTS

Value-adding opportunities not including market rent

growth and cost reductions represent a value increase of approximately $17.7 million or approximately 134% of

equity of $13.2

This property has great value-add opportunity with majority of units in their original 1970s

condition.

Within 15 minutes of the property:

129,640 jobs within 5-miles

*Based on 5.25% CAP Rate

Property Overview Built in 1979, Valley Oaks Apartment Home units average 917 square feet and deliver spacious one, two and three bedroom suites featuring washer/dryer connections in some units. Apartment features include air conditioning, balconies or patios, kitchen appliances, spacious floor plans, and dens in some units. Community amenities include a swimming pool, community clubhouse, dog park, tennis court, basketball court, leasing office, business center, fitness center, onsite maintenance and laundry facilities. Valley Oaks Apartment Homes is within 30-minutes of downtown Dallas, Arlington central business district, Grand Prairie and under 20-minutes from Dallas Fort Worth Airport (60,000 employees). Valley Oaks Apartment Homes is located in the sought-after Hurst-Euless-Bedford independent school district, ranked in the top 5% of the best school districts in Texas.

With the great position Valley Oaks Apartment Homes enjoys in Hurst, there continues to be great opportunity to add significant value to the property by implementing the partnership’s value-add program. Valley Oaks Apartment Homes offer full washer/dryer connections in the majority of units, making installation quick and low-cost. The previous owner has spent significant capital over the past few years with upgrades to community areas, leaving ample room for further investment in the unit interiors. The Hurst submarket has strong and consistent submarket occupancies, average occupancy currently sits at 95.8%.

Classic Unit

Site Overview Address: 101 East Pipeline Road, Hurst, TX 76053 Total Units: 322 Purchase Price: $33,000,000 Price Per Unit: $102,484 Year Built: 1979

PROPERTY AMENITIES

• Swimming Pool • Laundry Facility • Business Center • Sports Courts • On-site Maintenance • Fitness Center • Dog Park • Leasing Office • Community Clubhouse • Business Center INTERIOR FEATURES

• Patios or Balconies • Plank Flooring* • Spacious floor plans • Walk-in Closets • Kitchen Appliances* • Washer/dryer

connections* • Attached Garages*

*In Select Units

Location Overview • Valley Oaks is just 22-minutes from downtown Fort-Worth

(45,245 jobs) and 25-miniutes from Arlington central business district.

• The property is 20-minutes from DFW International Airport (60,000 jobs) – the 4th busiest airport in the U.S. in terms of operations and the 15th largest in the world in terms of number of passengers.

• American Airlines (25,000 jobs) plan to expand their presence at Dallas Fort-Worth Airport, building a new $3 billon terminal with 24 new gates. American Airlines (#68 on the Fortune 500) currently operate 900 flights daily from DFW Airport.

• McKesson Corp (the largest pharmaceutical distributor in the U.S.) moved its San Francisco HQ to Dallas, Texas (25-minutes from Valley Oaks) in early 2019. McKesson ranks 7th on the Fortune 500 list.

• 25-minutes from Valley Oaks, Verizon and KDC have started work on a $1 billion, mixed-use development. The development will have its own rail station, retail space, hotels and office space.

Major Employers DFW Int Airport 60,000 American Airlines 25,000 ExxonMobil 10,000 Lockhead Martin 13,690 Texas Health Resources 12,000

Dallas, TX

Driver of Job Growth in U.S.

(Dallas News, 2019)

Projected Population Growth in the US

(Bisnow, 2018)

Highest Concentration of Fortune 500 HQs

(CNN Money, 2018)

Real Estate Market to Watch in Nation (ULI & PwC Report, 2019)

#3

#3

#1

#2

Financial Overview

(all figures US$)

Investment Breakdown Purchase Price $33,000,000 Mortgage ($24,794,000) Down Payment $8,206,000 Legal & Closing Costs $717,201 General Partner Fees $1,577,940 Deposit Accounts $207,030 Capital Improvements & Reserves $2,521,829 Total Equity Required $13,230,000 Net Cash Flows Year 1 Year 2 Year 3 Year 4* Year 5 Net Cash Flows $579,812 $1,045,024 $1,335,873 $953,854 $1,035,823

Cash Flow % of Equity 4.4% 7.9% 10.1% 7.2% 7.8%

Estimated Investor Cash Distributions** $463,850 $836,019 $1,068,699 $763,083 $828,659

Estimated Cash Distribution % of Original Equity 3.5% 6.3% 8.1% 5.8% 6.3%

Principal Paydown - - - $454,559 $449,465

Net Cash Flows plus Principal Paydown $579,812 $1,045,024 $1,335,873 $1,408,413 $1,485,288

Effective Annual Return (Excluding Appreciation) 4.4% 7.9% 10.1% 10.6% 11.2% * In Year 4 the loan changes from interest only to an amortizing loan. ** General Partner intends to distribute 80% of annual cashflow.

Supplemental Financing Original Equity: $13,230,000

Year 2/3 Year 3/4 Year 4/5 Estimated Proceeds from Refinance $6,776,857 $3,363,906 $3,322,967

Cumulative Percent of Original Equity 51% 77% 102%

3 & 5 Year Investor Worksheet 3 Year Exit 5 Year Exit Value at Estimated Cap Rate $45,753,283 $50,769,036 Sales Costs + PPP 1% ($375,177) ($416,306) Loan Repayment ($24,794,000) ($23,889,977) Net Sales Proceeds $20,584,106 $26,462,753 Cumulative Cash Flow $2,960,709 $4,950,386 LESS: Investor Equity ($13,230,000) ($13,230,000) LESS: Disposition Fee (5% of appreciation) ($367,705) ($616,436) Total Distributions $9,947,110 $17,566,703

Investor Returns Year 3 Year 5

Total Investor Return (65% of Distribution) $6,465,621 $11,418,357

Limited Partner Return on Equity 49% 86%

Limited Partner Annualized Return on Equity 16% 17%

Purpose of this document This document is being furnished to you solely for informational purposes in considering an investment in Western Wealth Capital LII Limited Partnership and Western Wealth Capital LII US Investor, LP (collectively, the “Partnership”). All information included in this document is current as of the date hereof and is subject to change, completion or amendment without notice. This document does not purport to contain all the information necessary to evaluate an investment in the Partnership, and it is understood that you will make your own independent investigation of the merits and risks of the proposed investment. This document does not constitute an offer to sell, or a solicitation of an offer to buy, an interest in the Partnership.

Confidentiality Your receipt of this document constitutes your agreement with the Partnership: (a) to maintain the confidentiality of this document, as well as any supplemental information provided to you by the Partnership or its representatives, either orally or in written form; (b) that any reproduction or distribution of this document, in whole or in part, or disclosure of any of its contents to any other person or its use for any purpose other than to evaluate Partnership is strictly prohibited; and (c) to return promptly to the Partnership this document, as well as other materials that subsequently may be provided to you by and on behalf of the Partnership, if you decide not to proceed with an investigation of the Partnership.

Forward-Looking Statements This document includes “forward-looking statements” and “forward-looking information” (collectively, “forward-looking statements”) and “financial outlook” within the meaning of applicable securities laws. All statements other than statements of historical facts included in this document, including, without limitation, statements regarding the future financial position, targeted or projected investment returns, business strategy, budgets and projected costs of the Partnership and plans and objectives of the Partnership for further operations, are forward-looking statements or financial outlook. In addition, forward-looking statements and financial outlook generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “forecasted,” “projected,” “estimate,” “anticipate,” “believe,” or “continue” or the negative usages thereof or variations thereon or similar terms, although not all forward-looking statements or financial outlook contain these identifying words. Forward-looking statements and financial outlook reflect our current expectations and assumptions as of the date of the statements and are subject to a number of known and unknown risks, uncertainties and other factors, including, without limitation, those listed under the heading “Risk Factors” below, many of which are beyond our control, which may cause actual results, performance or achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Although we believe that the assumptions on which the forward-looking statements are made and the financial outlook is based, including, without limitation, those assumptions listed under heading “Assumptions” below, are reasonable, based on the information available to it on the date such statements were made, no assurances can be given as to whether these assumptions will prove to be correct. Given these uncertainties, readers are cautioned that forward-looking statements and financial outlook contained herein are not guarantees of future performance; accordingly, readers should not place undue reliance on forward-looking statements or financial outlook. To the extent any forward-looking statements in this this document constitute “financial outlook” within the meaning of applicable securities laws, such information is being provided, so that readers are aware of management’s current estimate of future financial performance of the Partnership (which estimates are subject to change). We will not update any forward-looking statements or financial outlook except as, and to the extent, required by applicable securities laws. The forward-looking statements and financial outlook contained herein, and all subsequent written and oral forward-looking statements and financial outlook attributable to the Partnership, or persons acting on any of their behalf, are expressly qualified in their entirety by this cautionary statement. No representation or warranty is made by the Partnership as to the accuracy or completeness of any of the information contained herein. No securities commission or similar regulatory authority has passed on the merits of the securities referred to hereunder and any representation to the contrary is an offence. In considering the prior performance information contained herein, prospective investors should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance that the Partnership will achieve comparable results.

Fees and Expenses Prospective investors are solely responsible for their own fees, costs, and expenses incurred in their investigation of the Partnership, regardless of whether or not a transaction is consummated including without limitation: travel; accounting fees; due diligence costs; legal fees; disbursements; and taxes.

Private Placement Terms Issuers: Western Wealth Capital LII Limited Partnership and Western Wealth Capital LII Apartment Homes US Investor, LP. OFFERING Minimum Subscription: USD$25,000. USD$ (13,230,000 units at $1.00 per unit)

FEES PAID TO THE GENERAL PARTNER • Acquisition fee: 2% of the total costs of the acquisition of the identified asset to be paid upon closing of the identified asset. • Asset management fee: 3% of monthly rents. • Asset setup fee: $8,500 paid upon closing the identified asset. • Mortgage guarantee fee: 1% of the amount guaranteed for any acquisition loan, financing or refinancing. • Disposition fee: 5% paid upon liquidation of the identified asset, payable only on the amount of the increase over the purchase

price of the identified asset. • Profit sharing as described in the Disposition Waterfall below.

ANNUAL DISTRIBUTIONS The partnership plans to distribute approximately 80% of cash flows annually on November 30 of each calendar year.

FEES PAID FOR CAPITAL RAISING Capital raising fee paid to individuals or companies who qualify under the relevant securities legislation in an amount up to 5% of the funds raised by such individuals or companies, subject to applicable laws. Any such capital raising fees will be paid upon closing of acquisition of the identified asset.

DISPOSITION WATERFALL Any possible distributions made by The Partnership will be in the following order: • The Limited Partners will be paid back their initial investment first. • Limited Partners will then be paid 65% of the profit, if any. • The General Partner will then receive 35% of the profit, if any.

Assumptions Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward- looking statements and financial outlook contained herein include that: building upgrade plans and related expenses will proceed as anticipated; the Partnership will remain in good standing with respect to its obligations to any senior lenders; the general economy is stable; local real estate conditions are stable; interest rates are relatively stable; equity and debt markets continue to provide access to capital; and that the Partnership’s expenses will not be materially greater than anticipated. These factors and assumptions should be considered carefully by readers. Readers are cautioned not to place undue reliance on the forward-looking statements or financial outlook or the assumptions on which the forward-looking statements and financial outlook are based on. Investors are further cautioned that the foregoing list of factors and assumptions is not exhaustive. In addition, information regarding targeted returns is based on the following principles and assumptions: the Partnership will maintain a consistent level of cash flow and indebtedness and will not materially incur additional indebtedness, other than with respect to ordinary operating costs or as disclosed herein; the consumer price index, property taxes, operating expense growth, and market rent growth will be as anticipated; existing tenants will fulfil their current contractual lease obligations and remain in occupancy and pay rent for the term of their leases; upon expiry of their leases, the number of retained tenants will meet historical retention experience; and the Partnership will maintain cash reserves as anticipated.

Other assumptions used by Western Wealth Capital to model the costs and create the worksheets laid out in this document. • Bring rents to market levels in year one then increase by 3.5% annually in years 1 to 3, 3.25% in year 4 and 3% in year 5. • Occupancy remains at an average of 93.8% per year. • Sales commissions at time of sale is up to 0.9% of sales price. • Asset value at time of sale is calculated using a 5.25% CAP rate.

The Partnership Although we believe that the assumptions on which the forward-looking statements are made are reasonable, based on the information available to it on the date such statements were made, no assurances can be given as to whether these assumptions will prove to be correct. Accordingly, readers should not place undue reliance on forward-looking statements. We will not update any forward-looking information except as, and to the extent, required by applicable Canadian securities laws. The forward-looking statements contained herein, and all subsequent written and oral forward-looking statements attributable to the Partnership, or persons acting on any of their behalf, are expressly qualified in their entirety by this cautionary statement. Market data and certain industry statistics used throughout this executive summary were obtained from market research, informational and marketing materials provided to the Western Wealth Capital, publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not

guaranteed. No representation or warranty is made by the Partnership as to the accuracy or completeness of any of the information contained herein. No securities commission or similar regulatory authority has passes on the merits of the securities referred to hereunder and any representation to the contrary is an offence. In considering the prior performance information contained herein, prospective investors should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance that the Partnership will achieve comparable results.

Risk Factors Investment in the Partnership involves a high degree of risk and is suitable only for sophisticated investors who can withstand the loss of their entire investment and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Partnership. No assurance, representation or warranty can be given that the Partnership’s investment objectives will be achieved or that investors will receive a return of their capital. An investment in Units is subject to risk. Standard risks applicable to investments of this nature include: • No market for Units: There is currently no resale market for the Units and it is not guaranteed that any market will

develop. The Units are not transferable without the approval of General Partner and in compliance with applicable securities laws and regulations.

• Vacancy Rates: The apartment building business relies on a steady supply of good quality tenants. A shortage of quality tenants due to an economic downturn or job losses in a given marketplace could result in higher than expected vacancy and lower than expected revenue.

• No guaranteed return: The projected returns described in this Investment Summary are not guaranteed. An investment in Units is not suitable for investors who cannot afford to assume significant risks in connection with their investments.

• Tax matters: Investors should consult their own tax advisors for advice with respect to the tax consequences of an investment in the units based on their particular circumstances.

• The Partnership: intends to acquire units in a Delaware limited partnership (the “LP”), and the Partnership will own units in the LP. In the event of a refinancing of the property, the Partnership will be entitled to participate in the net proceeds of the refinancing on a pari passu basis. For more information, investors are advised to review the agreements governing the relationships described herein.

Limited Partnership Partnership Name - Western Wealth Capital LII Limited Partnership and Western Wealth Capital LII US Investor, LP.

Western Wealth Capital LII Limited Partnership and Western Wealth Capital LII US Investor, LP have been organized with the aim of providing strong rates of return through distributions and capital appreciation by participating in the acquisition and management of an apartment complex located in the U.S.

Investment Management & General Partner The general partners are WWC GP Inc. of Western Wealth Capital LII Limited Partnership and WWC LII US GP, LLC of Western Wealth Capital LII US Investor, LP. The managers of the general partners are Janet LePage and David Steele. They will be responsible for the strategic and financial direction on Valley Oaks Apartment Homes. Janet LePage has completed over 80 real estate projects in Arizona. Dave Steele has developed over 85 projects, valued at over $1,500,000,000 and has helped individual investors acquire over 11,000 investment properties in Canada and the United States. Together, Janet and Dave have over 30 years of experience in managing, repositioning and divesting multi-family real estate.

Contact Us Phone: +1 (604) 260 4789

Email: info@westernwealthcapital.com

Please visit our website to find out more on how to participate in our latest investment opportunity: www.westernwealthcapital.com Janet LePage,

CEO David Steele, Co-founder