Located in Prince George’s County, Maryland, U.S.A., 7 miles southeast of the District of Columbia, the Westphalia Property is ideally situated for community development. The property is along the north side of Maryland State Route 4 and directly across from Joint Base Andrews, approximately 1.5 miles east of the Capital Beltway. The Capital Beltway encompasses Washington, D.C. and its inner suburbs in Maryland and Virginia. The southern edge of the property runs parallel to Pennsylvania Avenue with more than 1.5 miles of frontage. Pennsylvania Avenue is a major commuter route, which runs 13.5 miles from the property to Capitol Hill, the site of the White House and the Capitol Building.

The preliminary development plan that has been prepared includes three phases over an estimated seven-year time horizon. When completed, it is anticipated that the project will provide approximately 66 single family homes, 779 townhomes, 884 rental apartments, 400,000 square feet of retail space, 2,240,000 square feet of office space and 600 hotel rooms.

Investment Strategy

The Corporation intends to preserve the capital investment of the investors and provide cash distributions on the units by executing the following four-step investment strategy:

• Acquire the Westphalia property through a U.S. subsidiary;
• Obtain letters of intent or expressions of interest from vertical developers and other end users to purchase lots and parcels to be serviced in each of the three planned phases of the development of the property before construction commences on that phase;
• Construct municipal services infrastructure on the property in phases to provide a controlled supply of serviced lots and parcels to the marketplace; and
• Use the revenue from the sale of the serviced lots and parcels to repay construction loans and other obligations of the corporation and the U.S. subsidiary, and then pay the remainder to the holders of the debentures and Class B shares by paying the interest and principal on the debentures and by declaring a dividend or dividends on the Class B shares through the life of the investment in the property and/or winding up the Corporation and distributing its assets to the holders of the Class B shares. 

Interest and or Distributions Paid

On June 30, 2013, the Corporation effected payment of its first interest payment owing on the Corporation’s 8% unsecured, subordinated, convertible, extendable debentures (“Offering Debentures”) in the aggregate amount of $1,022,444 (calculated from the date of issuance to and including March 30, 2013).

On June 30, 2014, the Corporation effected payment of its second interest payment owing on its Offering Debentures by issuing to holders of the Offering Debentures, on a pro rata basis, that principal amount of interest debentures (the “Interest Debentures”) equal to the amount of the second interest payment owing under the Offering Debentures, which was an aggregate amount of $1,206,868 (calculated from March 31, 2013 to and including March 30, 2014).

On June 30, 2015, the Corporation effected payment of its third interest payment owing on the Offering Debentures by issuing to the holders of the Offering Debentures, on a pro rata basis, that principal amount of Interest Debentures that is equal to the amount of the third interest payment owing under the Offering Debentures, which was an aggregate of $1,206,868 (calculated from March 31, 2014 to and including March 30, 2015).

In addition, on June 30, 2015, the Corporation effected payment of its first interest payment owing on the Interest Debentures that were issued on June 30, 2014 (the “2014 Interest Debentures”) by issuing to the holders of the 2014 Interest Debentures, on a pro rata basis, that principal amount of Interest Debentures that is equal to the amount of the first interest payment owing under the 2014 Interest Debentures, which was an aggregate of $72,477 (calculated from March 31, 2014 to and including March 30, 2015).

The Interest Debentures are 8% unsecured, subordinated, convertible, extendable debentures of the Corporation and have the same terms as the Offering Debentures. The issuance of the Interest Debentures is in accordance with the terms of the trust indenture governing the Offering Debentures, which terms were disclosed in the Corporation's initial public offering prospectus dated February 27, 2012.

*Each Unit is comprised of $5.00 principal amount of offering debentures and one non-voting share having a price of $5.00.