Terms of Service

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Last Updated: August 17, 2026

Welcome to mref.ca (the "Site" or "Platform"), operated by MREF ("we," "us," or "our"). MREF is registered as an Exempt Market Dealer (EMD) regulated primarily by the Ontario Securities Commission (OSC) and applicable Canadian securities administrators.

By accessing, browsing, registering for, or using this Site or any associated services (including investor portals or data rooms), you agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and all applicable laws and regulations. If you do not agree to these Terms, you must immediately cease all access to and use of the Site.

1. Regulatory Status & Scope of Dealer Services

• OSC Registration: MREF is registered as an Exempt Market Dealer (EMD) regulated by the Ontario Securities Commission (OSC) in accordance with Ontario securities law and National Instrument 31-103 (Registration Requirements, Exemptions and Ongoing Registrant Obligations).
• No Offer or Public Solicitation: Content published on this Site is provided for informational and preliminary evaluation purposes only. It does not constitute a prospectus, a public offering, an offer to sell, or a solicitation of an offer to buy any security in any jurisdiction where such offer, solicitation, or sale would be unlawful.
• Geographic Restrictions: The information, products, and private placement opportunities on this Platform are intended solely for residents of Ontario and other Canadian provinces where MREF is authorized to conduct business. Accessing the Platform from territories where its contents are illegal or unauthorized is strictly prohibited.

2. KYC, Investor Suitability & Dealing Representatives

• No Reliance on Online Content: Information on this Platform does not constitute personalized investment, financial, legal, tax, or accounting advice.
• Suitability Assessment Required: Under OSC rules and NI 31-103, no subscription for prospectus-exempt securities will be executed, nor will any purchase order be accepted, without completing formal Know Your Client (KYC) identification procedures and a suitability assessment conducted by one of MREF's registered Dealing Representatives (DRs).
• Accuracy of Investor Information: You represent and warrant that all information provided during registration and onboarding—including identity documentation, income, net worth, risk tolerance, and accredited investor status under National Instrument 45-106—is complete, truthful, and accurate. You agree to notify MREF immediately of any material change in your financial situation or investor status.

3. Investor Qualification & High-Risk Acknowledgments

• High Risk of Loss: Securities offered through the exempt market are speculative, highly illiquid, and carry a substantial risk of loss, up to and including the complete loss of your invested capital. They are not insured by the Canada Deposit Insurance Corporation (CDIC) or the Financial Services Regulatory Authority of Ontario (FSRA).
• Resale & Transfer Restrictions: Prospectus-exempt securities are subject to indefinite hold periods and statutory resale restrictions under Canadian securities laws. There is no active public market for these securities.
• Accredited & Eligible Investor Status: Access to confidential offering materials (e.g., Offering Memoranda, Term Sheets, Pitch Decks) is strictly limited to users who meet statutory investor definitions (such as "Accredited Investor" or "Eligible Investor" under NI 45-106).

4. Electronic Communications, E-Signatures & Document Delivery

• Consent to Electronic Delivery: By using the Platform, you consent to receive all communications, legal notices, disclosures, tax documents, Offering Memoranda, subscription agreements, and account updates electronically via email or through your Platform account dashboard.
• Electronic Signatures: You agree that clicking "I Agree," submitting investment forms, or affixing an electronic signature to subscription documents on or through the Platform constitutes your valid, legally binding execution of those contracts pursuant to the Ontario Electronic Commerce Act, 2000.

5. Private Portal Access, Confidentiality & Data Rooms

• Confidentiality Obligation: Certain areas of the Site contain proprietary and confidential information regarding private issuers, properties, and funds ("Confidential Offering Materials"). You agree to hold all such information in strict confidence and use it solely for evaluating potential investments on your own behalf.
• Prohibitions: You shall not copy, extract, distribute, publish, or share Confidential Offering Materials with any third party without MREF's prior written consent.
• Account Security: You are responsible for maintaining the security of your username, password, and multi-factor authentication credentials. You accept full liability for all actions taken through your account.

6. Anti-Money Laundering (AML) & FINTRAC Compliance

• You acknowledge that MREF is subject to Canada's Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA).
• You agree to provide all requested identity verification documents (e.g., government ID, proof of address, beneficial ownership structures) required to comply with Anti-Money Laundering (AML) and Counter-Terrorist Financing regulations.
• MREF reserves the right to decline or reverse any transaction or freeze account access if AML/KYC obligations cannot be verified to our satisfaction or if required by law enforcement or regulatory authorities.

7. Intellectual Property & Site Integrity

• Ownership: All logos, text, software, database structures, UI design, trademarks, and media on mref.ca are owned by MREF or its licensors and are protected under Canadian and international copyright and intellectual property laws.
• Prohibited Conduct: You shall not use automated tools (crawlers, scrapers, bots) to extract data from the Platform, reverse-engineer any component of the Site, or introduce viruses, trojan horses, or destructive code.

8. Disclaimer of Warranties & Limitation of Liability

• "As-Is" Basis: The Platform and all content, tools, and services provided through it are offered on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, whether express, implied, or statutory.
• Exclusion of Liability: To the maximum extent permitted by applicable Canadian law, MREF, its parent company, affiliates, directors, officers, employees, Dealing Representatives, and agents shall not be liable for any direct, indirect, incidental, punitive, or consequential damages arising out of your access to, use of, or inability to use the Platform, third-party content, or investment performance.

9. Governing Law & Dispute Resolution

These Terms shall be governed by, construed, and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any legal suit, action, or proceeding arising out of these Terms shall be instituted exclusively in the courts located in Toronto, Ontario.

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13. Contact & Compliance Officer Information

For questions regarding these Terms, regulatory inquiries, or privacy concerns, please contact:

• Email: info@mref.ca