Relationship Disclosure Document (RDD)

‍

Last Updated: August 17, 2026

This Relationship Disclosure Document provides important information regarding MREF ("we," "us," or "our"), our registration as an Exempt Market Dealer (EMD) regulated by the Ontario Securities Commission (OSC), the services we provide, how we handle potential conflicts of interest, and the risks associated with investing in the private market.

1. Our Regulatory Status & Scope of Registration

• Primary Regulator: MREF is registered as an Exempt Market Dealer (EMD) under securities legislation in Ontario, regulated primarily by the Ontario Securities Commission (OSC).
• Permitted Activities: As an EMD, MREF is authorized to act as a dealer, underwriter, or agent in connection with trades in prospectus-exempt securities (private placements) to qualified investors pursuant to statutory exemptions under National Instrument 45-106 (Prospectus Exemptions).
• Restrictions: MREF does not act as an Investment Counsel / Portfolio Manager (IC/PM) or a Canadian Investment Regulatory Organization (CIRO) member dealer. MREF does not manage discretionary accounts, trade publicly listed shares, or provide ongoing portfolio management services.

2. Nature of Our Services & Products Offered

MREF operates an online private market platform (mref.ca) that connects qualified investors with private investment opportunities, including private real estate developments, private equity funds, and debt securities.

• Non-Discretionary Execution: All investment decisions on mref.ca are made solely by you, the investor. MREF will not execute any trade without your explicit authorization.
• No Ongoing Portfolio Monitoring: Unless specifically agreed upon in writing or mandated by law, MREF does not provide continuous or ongoing monitoring of your investment portfolio post-issuance.

3. Know Your Client (KYC) & Suitability Assessment

Before accepting a subscription or opening an account, MREF and its registered Dealing Representatives (DRs) are required under OSC rules and NI 31-103 to assess whether a proposed investment is suitable for you based on your financial situation, investment experience, risk tolerance, and investor qualification status under NI 45-106.

4. Compensation, Fees & Costs

• Fees Paid by Issuers: MREF typically receives selling commissions, corporate finance fees, or listing fees directly from private issuers whose securities are distributed on mref.ca.
• Investor Account Fees: MREF does not charge investors annual account maintenance or platform access fees. Any transaction-specific processing fees will be disclosed prior to execution.

5. Conflicts of Interest

MREF maintains policies designed to identify and respond to conflicts of interest in a fair manner, putting the interest of clients first.

• Issuer Compensation: Addressed through independent due diligence and strict suitability reviews conducted by registered Dealing Representatives.
• Related or Connected Issuers: If MREF distributes securities of an issuer in which MREF or its principals hold an ownership stake, full disclosure will be provided in the relevant Offering Memorandum prior to investment.

6. Client Complaint Handling & Independent Dispute Resolution

MREF handles complaints in accordance with OSC standards and NI 31-103:

1. Submit Complaint: Contact our Chief Compliance Officer in writing at compliance@mref.ca.
2. Investigation & Decision: MREF will acknowledge receipt within 5 business days and provide a detailed written response within 90 days.
3. Independent Resolution (OBSI): If you are unsatisfied with our decision, Ontario residents may submit their dispute to the Ombudsman for Banking Services and Investments (OBSI) for independent, no-cost mediation.