Disclaimer

1. PURPOSE AND APPLICATION OF THIS DISCLOSURE

1.1 This Disclosure and Disclaimer Statement (“Disclosure”) is issued by Cannova Inc. (“Cannova,” “we,” “us,” or “our”), a corporation existing under the laws of Canada, to all prospective and existing investors, developers, borrowers, lenders, family offices, institutions, and other counterparties (collectively, “Parties” or individually a “Party”) who engage with Cannova in connection with any real estate development, investment, or financing opportunity introduced, facilitated, or arranged by Cannova.

1.2 This Disclosure applies to all communications, presentations, term sheets, letters of intent, marketing materials, and discussions issued by or on behalf of Cannova, whether in Canada, the United Arab Emirates (“UAE”), the Kingdom of Saudi Arabia (“KSA”), or any other jurisdiction, and forms an integral part of any engagement with Cannova.

1.3 This Disclosure is not, and shall not be construed as, an offering memorandum, prospectus, private placement memorandum, solicitation to invest, or any other form of securities offering document. It is a disclosure of role, scope of services, and limitation of liability only.

2. DEFINITIONS

“SPV” means a Special Purpose Vehicle, being a single-purpose Canadian corporate or trust entity incorporated or formed specifically for an individual development project, established and structured by an independent Canadian Law Firm.

“Law Firm” means a law firm duly licensed and in good standing with the Law Society of Ontario, or the equivalent law society of the applicable Canadian province, retained to incorporate the SPV, draft governing agreements, and/or administer the Trust Account.

“Trust Account” means a segregated trust account maintained by an independent Lawyer licensed in Canada, in accordance with the applicable rules of professional conduct and trust accounting rules of the relevant Canadian law society, into which investor and/or lender funds are deposited and from which disbursements are made strictly against verified project milestones.

“Lawyer” means an individual barrister and solicitor licensed and in good standing with a Canadian provincial law society, independent of Cannova, who administers the Trust Account and/or acts for the SPV, the Developer, or the Investor as applicable.

“MIC” means a Mortgage Investment Corporation as defined under Section 130.1 of the Income Tax Act (Canada), licensed and regulated accordingly.

“Mortgage Brokerage” means an entity and its individual mortgage brokers/agents licensed under the Mortgage Brokerages, Lenders and Administrators Act, 2006 (Ontario), or equivalent provincial mortgage brokerage legislation.

“Developer” means the Canadian real estate developer, builder, or project sponsor identified by Cannova as the operating party for a given project.

“Investor” means any person or entity providing equity or debt capital in connection with a project introduced by Cannova.

“Chartered Accountant / Auditor” means a Chartered Professional Accountant (CPA) licensed in Canada, or an independent audit firm licensed to conduct statutory audits in Canada, engaged independently of Cannova.

“Registered Professionals” means licensed engineers, architects, planners, project managers, and construction companies registered with the applicable Canadian provincial regulatory body (e.g., Professional Engineers Ontario, Ontario Association of Architects) and/or municipal licensing authority.

3. NATURE OF CANNOVA'S ROLE — DEVELOPMENT CONSULTANT ONLY

3.1 Cannova acts exclusively in the capacity of a development consultant and relationship facilitator. Cannova's role is limited to identifying, introducing, and connecting Developers, Investors, lenders, borrowers, and other specialist service providers, and assisting in the structuring, coordination, and integration of arrangements between such Parties.

3.2 Cannova does NOT, in any circumstance:

• Hold, manage, control, or have signing authority over any investor funds, deposits, or project capital at any stage of a transaction;
• Act as trustee, escrow agent, fund manager, portfolio manager, or investment manager;
• Provide mortgage brokering, mortgage lending, or mortgage administration services;
• Act as a securities dealer, broker, exempt market dealer, or investment fund manager;
• Provide legal, tax, accounting, engineering, planning, or construction advice or services;
• Guarantee, underwrite, or warrant the performance, completion, or financial return of any project;
• Act as the SPV, the Trust Account holder, or any licensed regulated entity referenced in this Disclosure.

3.3 All financial, fiduciary, regulated, and licensed functions described in this Disclosure are performed exclusively by independent, separately licensed and regulated third parties named or described in Sections 5 through 10 below, each of which is retained directly by, and accountable to, the relevant Parties — and not by or through Cannova.

3.4 Cannova's compensation, where applicable, is derived from consulting, advisory, introduction, or success-based fees agreed separately and in writing with the relevant Party, and is not derived from holding, investing, or trading client funds.

4. STRUCTURE OF INVESTMENT AND DEVELOPMENT RELATIONSHIPS

4.1 Every project facilitated by Cannova is structured so that the legal and financial relationship between the Investor and the Developer is established, governed, and managed through the framework summarized below, and not directly through Cannova:

4.2 No Party should infer or rely upon any representation that Cannova performs, supervises, or bears responsibility for the functions identified above as belonging to independent licensed parties. Each Investor and Developer is responsible for conducting its own due diligence on, and forming its own direct contractual relationship with, each such independent party.

5. ROLE OF THE SPECIAL PURPOSE VEHICLE (SPV) AND INDEPENDENT LAW FIRM

5.1 Each project introduced by Cannova is structured through a dedicated SPV, incorporated under the laws of Canada (or the applicable province), for the sole purpose of holding and operating that specific project.

5.2 The SPV is established, and its governing documents (including shareholder, partnership, or trust agreements, as applicable) are drafted and administered, by an independent Law Firm retained directly by the Developer and/or the Investor(s), and not by Cannova.

5.3 The SPV structure is intended to ring-fence each project's assets and liabilities, such that no cross-collateralization occurs between unrelated projects, and so that Investor capital in one project is not exposed to liabilities of another.

5.4 Cannova is not a party to, and assumes no obligations or liabilities under, the SPV's constating documents, shareholder agreements, or any governance arrangements, except where Cannova is separately and expressly engaged in a defined consulting capacity under a written agreement.

6. TRUST ACCOUNT MANAGEMENT BY INDEPENDENT LICENSED LAWYER

6.1 All Investor and lender funds relating to a project are deposited into, and disbursed from, a Trust Account maintained by a Lawyer licensed in Canada, independent of Cannova, and subject to the trust accounting rules, audit requirements, and professional conduct rules of the relevant Canadian law society.

6.2 Disbursements from the Trust Account are released only against verified project milestones, in accordance with the terms agreed between the Investor, the Developer, and the SPV, as documented by the Law Firm.

6.3 Cannova has no signing authority, withdrawal rights, or control over the Trust Account, and does not receive, hold, or transmit Investor funds at any point in the transaction.

6.4 Any reporting on Trust Account balances or disbursements provided to Investors is the responsibility of the Lawyer and/or the independent Chartered Accountant engaged on the project, and Cannova's role, if any, is limited to facilitating communication between the Parties.

7. MORTGAGE AND ASSET-BACKED FINANCING — MIC AND LICENSED MORTGAGE BROKERAGES

7.1 Where a project or product involves mortgage or other asset-backed financing, such financing is provided, originated, underwritten, and administered exclusively by a licensed Mortgage Investment Corporation (MIC) and/or a licensed Mortgage Brokerage and its licensed mortgage brokers or agents, in accordance with applicable Canadian federal and provincial law, including the Income Tax Act (Canada) (in respect of MICs) and provincial mortgage brokerage legislation.

7.2 Cannova does not originate, underwrite, service, or hold any mortgage instrument, and does not receive mortgage broker commissions or fees in respect of any mortgage transaction unless separately and lawfully licensed to do so, which, as of the date of this Disclosure, it is not.

7.3 Any representation regarding rates of return, security position (e.g., first or second mortgage), or loan-to-value ratios is made by reference to information provided by the relevant MIC or Mortgage Brokerage and must be independently verified by the Investor with that licensed entity directly.

8. SALES PROCESS THROUGH LICENSED MORTGAGE BROKERAGES

8.1 The marketing, sale, and placement of any debt or mortgage-linked financial product to Investors is conducted through licensed Mortgage Brokerages and their licensed brokers/agents, who are responsible for ensuring suitability, disclosure, and compliance with applicable securities and mortgage brokerage laws in respect of each Investor.

8.2 Cannova's role in this process, where applicable, is limited to introduction and coordination. Cannova does not itself solicit, sell, or accept subscriptions for any financial product, and any documentation requiring investor signature in respect of a financial product will be issued by, and returned to, the licensed Mortgage Brokerage or other licensed/regulated entity, not to Cannova.

9. ACCOUNTING, AUDIT, AND FINANCIAL REPORTING

9.1 All bookkeeping, financial statement preparation, and statutory or voluntary audit functions in respect of each SPV and project are performed by independent Chartered Professional Accountants and/or audit firms licensed in Canada, retained directly by the SPV or Developer.

9.2 Cannova does not prepare, certify, or audit financial statements, NAV calculations, or distribution waterfalls, and any such documents shared with Investors originate from, and are the responsibility of, the independent accounting/audit firm engaged on the project.

10. PROJECT MANAGEMENT, PLANNING, ENGINEERING, AND CONSTRUCTION

10.1 All planning, architectural, engineering, project management, and construction work in respect of any project is carried out exclusively by registered and licensed engineering, architecture, planning, and construction firms and individual professionals, in accordance with applicable provincial and municipal regulatory requirements (including, where applicable, licensing with bodies such as Professional Engineers Ontario or the Ontario Association of Architects).

10.2 Cannova does not provide engineering, architectural, planning, or construction services or advice, does not supervise construction or site activities, and assumes no responsibility for project completion timelines, construction quality, or regulatory/municipal approvals, all of which remain the responsibility of the Developer and its retained licensed professionals.

11. NO FIDUCIARY DUTY; NO DISCRETIONARY AUTHORITY OVER FUNDS

11.1 Cannova does not act as a fiduciary, trustee, agent, or asset manager for any Investor, Developer, or other Party in respect of any funds, securities, or assets, and assumes no discretionary investment or financial authority of any kind.

11.2 Each Party acknowledges that any fiduciary or trust-like duties owed in connection with a transaction are owed exclusively by the Lawyer administering the Trust Account, the SPV's directors/trustees, the licensed MIC/Mortgage Brokerage, or the independent accountant/auditor, as applicable — and not by Cannova.

12. CONFLICTS OF INTEREST

12.1 Cannova may receive consulting, introduction, or success-based fees from one or more Parties to a transaction (including Developers, MICs, or Mortgage Brokerages), which may create an actual or perceived conflict of interest. Cannova will disclose the nature and, where legally required, the amount of such fees upon written request.

12.2 Each Investor and Developer is encouraged to seek independent legal, financial, and tax advice before entering into any transaction, agreement, or commitment in connection with a project introduced by Cannova.

13. JURISDICTION-SPECIFIC DISCLOSURES — CANADA

13.1 Securities Law: Any equity or profit-participation interest offered in connection with an SPV may constitute a “security” under applicable Canadian provincial securities legislation, including the Securities Act (Ontario). Where applicable, such interests will be offered only pursuant to an available prospectus exemption (such as the accredited investor exemption, minimum amount investment exemption, or offering memorandum exemption) and Investors will be required to complete applicable risk acknowledgement and accredited investor certification forms. Cannova does not act as a registered dealer, adviser, or investment fund manager under Canadian securities law, and no offer is made by Cannova in respect of any security.

13.2 Mortgage Brokering and MICs: Mortgage brokering activity in Ontario is regulated under the Mortgage Brokerages, Lenders and Administrators Act, 2006, and administered by the Financial Services Regulatory Authority of Ontario (FSRA). Mortgage Investment Corporations are governed by Section 130.1 of the Income Tax Act (Canada). Cannova confirms it does not hold a mortgage brokerage licence and does not engage in mortgage brokering activity; such activity is performed exclusively by licensed Mortgage Brokerages and MICs identified to Investors directly.

13.3 Trust and Law Society Rules: Trust Account administration is governed by the by-laws and rules of professional conduct of the Law Society of Ontario (or the equivalent provincial law society), including mandatory trust accounting and annual filing requirements applicable to the Lawyer administering the account.

13.4 Anti-Money Laundering / FINTRAC: Cannova, the Law Firm, the MIC, and/or the Mortgage Brokerage, as applicable, may be subject to client identification, verification, and reporting obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and related FINTRAC guidance. Investors and Developers agree to provide identification and source-of-funds documentation as reasonably requested.

14. JURISDICTION-SPECIFIC DISCLOSURES — UNITED ARAB EMIRATES

14.1 No UAE Licensed Activity: Cannova does not hold, and does not represent that it holds, any licence issued by the UAE Securities and Commodities Authority (SCA), the Central Bank of the UAE, the Dubai Financial Services Authority (DFSA) in the DIFC, or the Financial Services Regulatory Authority (FSRA) in the ADGM. No activity conducted by Cannova within the UAE is intended to constitute a regulated financial service, the marketing of a fund, or the provision of financial advice under UAE federal law or any DIFC/ADGM regulation.

14.2 Marketing of Foreign Securities: Where Cannova or its representatives engage with UAE-resident or UAE-based investors, any discussion of equity or debt opportunities is intended to be informational only, directed at sophisticated and professional investors capable of evaluating foreign investment opportunities, and is not intended to constitute the promotion of units or a fund within the meaning of SCA Decision No. (3/R.M) of 2017 or successor regulations, or any DFSA/FSRA marketing rules, absent the appropriate exemption, registration, or appointment of a locally licensed placement agent, where required.

14.3 Onward Referral Required: Any UAE investor proceeding beyond preliminary discussions will be referred to Canadian-licensed counterparties (Law Firm, MIC, Mortgage Brokerage, securities-exempt market participants, as applicable) for execution of definitive documentation, and is encouraged to obtain independent UAE legal advice regarding outbound investment, foreign exchange, and any applicable Central Bank reporting requirements.

15. JURISDICTION-SPECIFIC DISCLOSURES — KINGDOM OF SAUDI ARABIA

15.1 No KSA Licensed Activity: Cannova does not hold, and does not represent that it holds, any licence or authorization from the Saudi Capital Market Authority (CMA) or the Saudi Central Bank (SAMA). Cannova does not conduct, and does not intend to conduct, any “securities business” as defined under the Capital Market Law and the CMA's Authorised Persons Regulations within the Kingdom.

15.2 Solicitation and Marketing Restrictions: Engagement with KSA-resident investors is intended to be limited to preliminary, informational discussions with sophisticated investors and is not intended to constitute the offering, marketing, or sale of securities or investment products within the Kingdom under the CMA's Rules on the Offer of Securities and Continuing Obligations, absent applicable exemption or the involvement of a CMA-authorised person where required by law.

15.3 Foreign Investment and Transfer of Funds: KSA investors are responsible for ensuring compliance with any SAMA foreign exchange control, outbound capital transfer, and reporting requirements applicable to their investment, and are encouraged to obtain independent Saudi legal and Shariah advice prior to committing funds. /p>

16. SHARIAH-COMPLIANT STRUCTURES — ADDITIONAL DISCLOSURE

16.1 Where a project or product is described as Shariah-compliant, structured on a Musharakah, Mudarabah, or Murabaha basis, such structuring is designed in consultation with Shariah advisors retained by the SPV, the Law Firm, or the relevant financing entity (which may include an independent Shariah Supervisory Board), and not by Cannova.

16.2 Cannova does not issue, and is not qualified to issue, Shariah compliance certifications or fatwas. Each Investor seeking Shariah-compliant investment should obtain independent confirmation from a qualified Shariah scholar or Shariah Supervisory Board recognized in their home jurisdiction (including, where applicable, conformity with AAOIFI standards) before relying on any representation of Shariah compliance.

16.3 Profit-and-loss sharing arrangements under Musharakah or Mudarabah structures carry capital risk, including potential loss of principal, which differs from interest-based debt instruments; this risk is described further in Section 17 below.

17. RISK DISCLOSURE

Real estate investment, development, and mortgage-linked financial products involve significant risk, including but not limited to: loss of principal; illiquidity and inability to exit before the stated horizon; construction delays, cost overruns, and regulatory/municipal approval delays; fluctuations in Canadian real estate market values and interest rates; currency exchange risk between CAD and AED/SAR; changes in tax treaty benefits (including DTAA treatment); counterparty risk of the Developer, MIC, Mortgage Brokerage, or other licensed third party; and changes in law or regulatory treatment in Canada, the UAE, or KSA. Past performance of any project, Developer, or Cannova-introduced opportunity is not indicative of future results. No representation is made that any target return, IRR, or distribution will be achieved.

18. NO GUARANTEE OF RETURNS; NO SOLICITATION

18.1 Nothing in this Disclosure, or in any presentation, term sheet, or marketing material issued by Cannova, constitutes a guarantee, warranty, or assurance of any specific rate of return, IRR, dividend, or capital preservation outcome.

18.2 This Disclosure, and any accompanying materials, do not constitute an offer or solicitation to buy or sell any security or investment product in any jurisdiction where such offer or solicitation would be unlawful, and are not directed at any person in any jurisdiction where to do so would violate local law.

19. LIMITATION OF LIABILITY AND INDEMNIFICATION

19.1 To the maximum extent permitted by applicable law, Cannova, its directors, officers, employees, and agents shall not be liable for any direct, indirect, incidental, consequential, or special damages arising from or in connection with: (a) the performance or non-performance of any SPV, Developer, Lawyer, MIC, Mortgage Brokerage, accountant, auditor, or registered professional referenced in this Disclosure; (b) any loss of investor capital or anticipated returns; or (c) any act or omission of a third party not under Cannova's direct employment or control.

19.2 Each Party agrees to look solely to the relevant licensed and regulated counterparty (the SPV, the Law Firm, the Lawyer administering the Trust Account, the MIC, the Mortgage Brokerage, or the accountant/auditor, as applicable) for any claim arising from that party's performance of its respective regulated function, and not to Cannova, except in respect of Cannova's own gross negligence, willful misconduct, or fraud in the performance of its consulting role.

19.3 Each Party agrees to indemnify and hold harmless Cannova from any claim arising out of that Party's reliance on representations made by a third-party licensed counterparty, or that Party's own failure to conduct independent due diligence.

20. GOVERNING LAW AND DISPUTE RESOLUTION

20.1 This Disclosure, insofar as it relates to Cannova's consulting role and engagement, is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

20.2 Any dispute between an Investor or Developer and a third-party licensed counterparty (SPV, Law Firm, MIC, Mortgage Brokerage, accountant/auditor, or registered professional) shall be governed by the law and dispute resolution mechanism specified in that Party's direct agreement with such counterparty, which may differ from this Section.

20.3 For UAE-based and KSA-based Parties, nothing in this Section shall be construed to exclude any mandatory local law protections that cannot be lawfully waived under the law of the Investor's home jurisdiction.

21. ACKNOWLEDGEMENT AND ACCEPTANCE

By proceeding with any discussion, due diligence process, or transaction introduced or facilitated by Cannova, each Party acknowledges that it has read and understood this Disclosure, including the limitation of Cannova's role to that of a development consultant, and confirms that it will look to the appropriate independent, licensed third party identified herein — and not to Cannova — for the performance of all financial, custodial, mortgage, accounting, legal, and construction-related functions described above.

Signature Block (for execution following legal review): This Disclosure may be executed by way of (a) a standalone signed acknowledgement, (b) incorporation by reference into a subscription agreement, term sheet, or engagement letter, or (c) electronic acceptance via a secure investor portal — as advised by counsel.