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Confidential Investment Memorandum Limited Partnership Offering - RRSP Eligible Pacific Calgary Opportunity Trust II, an income trust created and managed by Pacific Investments and Development Ltd. will be issuing mutual fund trust units in the “East Balzac Commercial Lands Project”. The issuance of these units will finance the purchase, planning and development of a parcel of land totalling ~146 acres. The subject property borders the City of Calgary, and is within the East Balzac commercial and industrial growth corridor.

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Page 1: PCOT2__CIM_Jan2015

ConfidentialInvestment

Memorandum

Limited Partnership Offering - RRSP Eligible Pacific Calgary Opportunity Trust II, an income trust created and managed by Pacific Investments and Development Ltd. will be issuing mutual fund trust units in the “East Balzac Commercial Lands Project”. The issuance of these units will finance the purchase, planning and development of a parcel of land totalling ~146 acres. The subject property borders the City of Calgary, and is within the East Balzac commercial and industrial growth corridor.

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Location

Pacific Calgary Opportunity Trust I I

The subject 146+ acre property is located on the border of the City of Calgary in the East Balzac Area Structure Plan. Property is located on Dwight McLellan Trail Freeway, with excel-lent access and connectivity to the Stoney Trail ring road, QE I I Highway, Highway 556 and only minutes away from the Calgary International Airport.

Our immediate, neighbouring amenities and major industrial developments include:

CROSSROADSCOMMERCIAL

PARK

NOSE CREEKNDUSTRIAL PARK

CROSS IRON MILLS

SHOPPING CENTRE

HORIZONMALL

CENTURY DOWNSCASINO& RACE TRACK

CROSSPOINTEINDUSTRIAL

PARK

FUTUREINDUSTRIAL

POINTS NORTH BUSINESS PARK

HIGH PLAINSBUSINESS PARK

UFA

WAGON WHEELBUSINESS PARK

ROSEMONTBUSINESS

PARK

ROCKY VIEWCOUNTY CAMPUS

NEXEN

STONEY

DW

IGH

T M

CLEL

LAN

TRA

IL

TRAIL

QEI

I HIG

HW

AY

/ DEE

RFO

OT

TRA

IL

SUBJECT

PROPERTY

The subject ~146 acre property is located within the County of Rocky View, on the border of the City of Calgary, within the East Balzac Area Structure Plan. The prop-erty is located along the Dwight McLellan Trail Freeway, with excellent access and connectivity to the Stoney Trail Ring Road, the QE II Highway, Highway 556, and is only minutes away from the Calgary International Airport.

The immediate, neighbouring amenities and major industrial developments include:

Cross Iron Mills Mega Mall • Costco • Lowes • Horizon Asian Mall • Century Downs Casino and Race Track • Wagon Wheel Business Park • Rosemont

Business Park • High Plains Industrial Park • Cross Point Industrial Park • Nose Creek Business Park • Prism Industrial Lands • Target Distribution Center •

Walmart Distribution Center

Property LocationPacific Calgary Opportunity Trust I I

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ZONING:

The subject property is currently zoned DC-99 (Cell C). The mixed use zoning features permitted uses relating to industrial and light retail. Rocky View County is focused on developing commercial and light industrial uses to complement existing development in the area.

THE ROCKY VIEW COUNTY ADVANTAGE:

Businesses will enjoy lower property taxes than proper-ties within Calgary City limits. There are also NO business taxes for businesses located in the County. This is a sig-nificant savings for users to operate with reduced annual tax costs.

Total Size: ~146 acres

Land Use/ DC-99 (Cell C)Zoning: 113 acres

Roads: 18 acres

Public Utility Lot: 15 acres

PropertyDetails

Draft Outline PlanPacific Calgary Opportunity Trust I I

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Project size: ~146 acres

Proposed Offering: $16,150,000.00 is the Maximum Offering ($6,000,000 Minimum) Offering 1615 unit blocks @ $10,000.00 per unit block.

$10,000.00 (minimum investment). $1,000 increments available after minimum investment is met.

Payment Terms: The full Subscription price will be due on completion of the “Subscription Agreement”.

Closing Dates: The initial closing will take place on or about February 27, 2015 (or one or more such earlier or later dates as may be approved by the general partner). All subscription funds will be returned to the subscribers without interest or deduction if the closing of the minimum offering does not occur by July 31, 2015.

Purchase Options: Cash units, Self-directed RRSP, or TFSA units through Canadian Western Trust or Olympia Trust. Certified cheques made payable to Miller Thompson LLP in trust.

Anticipated Holding Period: 3-5 years, may be longer. Please review Offering Memorandum.

ParticipationInterested Investors will be sent a complete Offering Memorandum and subscription agreement for their review. For further information, or if you have questions regarding this offering, please contact Pacific Investments and Development Ltd. at (403) 246-7250 or your Exempt Market Advisor. There are a limited number of units available in this offering. Units will be allocated on a “first paid” basis. Units in this trust are expected to be RRSP and TFSA eligible.

This summary does not constitute an offering of securities. Investment decision should be based on the Confidential Offering Memorandum of the Pacific Calgary Opportunity Trust II. Please review the Offering Memorandum thoroughly before making any investment decision.

Actual results will depend upon market conditions and other factors beyond the control of the Partnership and its affiliates. Neither the Partnership nor their affiliates make any representation as to the realization of any project results stated or implied herein; Projected results may or may not be achieved. Examples of historical returns to investors in past land projects syndicated and administered by the Pacific Investments & Development Ltd. (as may be provided herein or orally) are not indicative of future performance of other projects or securities offered by Pacific Investments & Development Ltd., and should not be relied upon as forecast of projects of the anticipated returns, if any, on an investment in these securities and should not act as the sole basis of your investment.

Pacific Calgary Opportunity Trust I I Offering Summary

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Pacific Calgary Opportunity Trust I I Project Team

Dennis J. Doherty Founder and President

Mr. Doherty has been a real es-tate professional for more than 30 years, and has led Pacific Investments and Development Ltd. to an outstanding track record over the past 20 years. Mr. Doherty guides the Pacific Group of Companies with both integrity and substantial market experience. Since inception, Pacific has assembled and

syndicated over $250 Million in residential and com-mercial real estate.

Prior to starting Pacific, Mr. Doherty spent four years in Asia with a major Canadian land acquisition and development corporation, marketing residential, com-mercial and industrial property in Canada and the United States.

Dennis is a major contributor and member of the board of directors of the “Our Lady of Peace” Ranch for Underprivileged Children, a charitable foundation founded by the Doherty family.

Robert Honsberger Director of Development

Mr. Honsberger has over 20 years business leadership experience in real estate de-velopment operations, strategy and marketing.

Robert has amassed a wealth of experience in land devel-opment projects. Robert has served in leadership roles with Carma and Tamani. the land development division of Jay-

man MasterBuilt.

Robert has his MBA from the University of Saskatch-ewan, a diploma in Urban Land Economics from the University of British Columbia and his bachelor in Urban and Regional Planning (Honours) from the

University of Waterloo. Currently, Robert sits on the Calgary Planning Commission as appointed by City Council.

Jeff Petrick Investor Relations & Communications

Mr. Petrick has over 20 years experience in marketing com-munications and investor rela-tions. Jeff has been the Direc-tor of Investor Relations and Communications at Pacific for the past 5 years.

Jeff is involved in all aspects of the project, and will manage communications between all Stakeholders: Investors, man-

agement, project consultants, County planning and engineering departments, regional business & com-munity leaders, as well as neighbouring development projects and landowners.

Jeff also manages Investor Relations & Communica-tions for Pacific’s four active projects in Calgary and Fort McMurray.

Asaad Al-Eryani Finance Director

Asaad Al-Eryani was appointed Finance Director of Pacific in 2013. In this role, he is respon-sible for overall financial stra-tegic direction, including all as-pects of financial reporting and planning, controller’s operations, taxation, and internal audit.

Before joining Pacific, Asaad was a Senior Accountant with a major mortgage & investment

corporation in Calgary.

Prior to moving to Canada in 2007, Asaad had the benefit of an international business education, having lived and studied in Amman, Jordan; London, Eng-land; and Budapest, Hungary.

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Pacific Calgary Opportunity Trust I I

Legal

Greg Walter Board Member & Legal Counsel

Greg Walter is a cor-porate and commercial lawyer and associate with the Calgary office of Miller Thomson LLP. On behalf of Investors, Greg will review all financial and legal transactions of the Trust.

Greg has broad experience in structuring se-cured financing, acquisitions and dispositions of business, real estate, real estate development and corporate governance. Greg’s primary prac-tice focuses on banking and financial services as well as real estate and commercial transac-tions.

Greg currently advises Pacific Investments on all legal matters regarding the planning and development of Pacific’s projects.

Currently, Greg is a member of the Canadian Bar Association, the Calgary Bar Association and the Law Society of Alberta.

Darren Smits Securities Counsel

Darren Smits is a Busi-ness Law lawyer and part-ner in the Calgary office of Miller Thomson LLP.

Darren specializes in corporate/commercial law, financial services including commercial lending, and real estate.

His practice is predominately focused on repre-senting both issuers and exempt market deal-ers with regards to all security, regulatory and legal issues.

Darren is also a founding director of the Na-tional Exempt Market Association.

Engineering

Ron G. Kellam Project Lead - EngineeringMr. Kellam has been directly involved in the urban development and servicing of land for the past forty plus years in and around The City of Calgary.

Responsibilities have included, planning, en-gineering design, project management and coordination, Development Agreement negoti-ations, contract administration and inspection of construction.

Mr. Kellam’s background in construction, water resources and planning has enabled the firm to be a leader in innovative and environmentally sensitive solutions for storm water and land development.

Such innovations include a storm water solu-tion that provided slope stabilization of the Bow River escarpment in the Douglasdale commu-nity, which was installed with minimum distur-bance in the Environmental Reserve. Further innovation was provided for the Storm Water Ponds servicing Deerfoot Meadows Shopping Centre and the Storm Water Ponds in Crossl-ron Mills, which includes a siphon under Nose Creek between the forebay and main pond. These shopping Centre solutions provided for the efficient use of land while providing the necessary storm water quality and aesthetic enhancement.

Project Team

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Pacific Calgary Opportunity Trust I I Project Team

(con’t next page)

Mr. Kellam has extensive experience with the East Balzac development area, having provid-ed land planning and land use procurement for over 1,000 acres of industrial develop-ment in the Great Plain/ Starfield, Airport and East Balzac Industrial areas.

Shelley McClughan Manager - EngineeringMs. McClughan started her career with Stanley Consulting Group Ltd. in Regina prior to moving to Calgary in 1998 to work with Stantec and Focus Corporation until 2007, when she joined Kellam Berg Engi-neering and Surveys Ltd.

Since joining Kellam Berg, Shelley has been directly involved in the engineering design of the underground utilities and the finished road elevations for industrial developments. Her experience also includes Development and Site Servicing (DSSP’s) for condominium, retail and industrial developments.

Prior to her involvement with Kellam Berg En-gineering and Surveys Ltd., Ms. McClughan received her Bachelor of Science degree in Environmental Systems Engineering from the University of Regina in 1997.

Planning

Katherine Beatson Manager - PlanningMs. Beatson has been directly involved in assisting clients with development ap-plications, as a planner with Rocky View County, where her responsibilities included: coordinating planning and development approvals, advising applicants, other de-partments and Council regarding land use and development.. She also managed teams responsible for developing Area Structure Plans and land use bylaws.

Ms. Beatson’s background in engineering drafting, policy development, community design and public consultation, has enabled her to lead innovative projects.

Ms. Beatson’s experience at Rocky View County included a diversity of projects from commercial, industrial and residential land use resignations and subdivisions, to managing the development of an Area Structure Plan for 360 acres, surrounding Cochrane Lake. The Area Structure Plan

included innovations such as Low Impact Development, environmental protection policies, mixed-use areas, transitional land use districts, compact development, and sustainable community design principles.

KELLAM BERG

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Pacific Investments & Development Ltd. has an excellent track record on past investments. Investors should be aware that past perfor-mance is not a guarantee of the financial performance of present and future investment opportunities.

Since 1994, Pacific Investments and Development Ltd. has demonstrated the consistent ability to discover and develop properties in markets with exceptional growth potential, in both the domestic and international arenas. Pacific’s tena-cious management style and professional integri-ty has also contributed greatly to a successful exit on 17 projects to date, averaging a 28.8% return per year for investors over the past 20 years.

THE KEY TO SUCCESS IS EXPERIENCE

Company Profile &Track Record

Pacific Calgary Opportunity Trust I I

Corporate Office: 223 17th Avenue SECalgary, AB T2G 1H5

Telephone (403) 246-7250

To view a complete history of our projects, please visit

Offering Summary

DraftPacific Calgary Opportunity Trust I I

Project size: Approximately 146 acres

Proposed Offering: $16,150,000.00 (Maximum Offering)Offering 1615 unit blocks @ $10,000.00 per unit block. $10,000.00 (minimum investment).

Payment Terms: The Subscription price of $10,000.00 will be due on completion of the “Subscription Agreement”.

Closing Dates: The initial closing will take place on or about April 01, 2015. (or one or more such earlier or later dates as may be approved by the general partner), all subscription funds will be returned to the subscribers without interest or deduction if the closing of the offering not occur by July 31, 2015.

Purchase Options: Cash units, Self-directed RRSP, or TFSA units through Canadian Western Trust or Olympia Trust. Certified cheques made payable to Miller Thompson LLP in trust.

Anticipated Holding Period: 3-5 years, may be longer. Please review Offering Memorandum.

AVERAGE PROJECT DURATION:

AVERAGE PROJECT RETURN:

AVERAGE PROJECT RETURN, PER YEAR:(NON-COMPOUNDED/NET OF FEES)

5.6 YEARS

147.9%

28.8%For comprehensive details of Pacific’s 17 exits and 4 active projects, please visit:

www.pacdev.com/performance