Disclosure

DISCLOSURE, DISCLAIMER & LIMITATION OF RESPONSIBILITY

Development Consulting, Capital Introduction and Project Structuring Services

Version: 1.0

Applicable Jurisdictions: Canada, United Arab Emirates (UAE), Kingdom of Saudi Arabia (KSA), and other jurisdictions where investors, developers, lenders, borrowers, and professional service providers may be located.

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1. Purpose of this Disclosure

This Disclosure, Disclaimer and Limitation of Responsibility Statement ("Disclosure") is intended to clarify the role, responsibilities, limitations, and legal position of Cannova Inc., Canada ("Cannova") in relation to development consulting, investment introductions, project structuring, financing facilitation, and real estate-related opportunities presented to investors, developers, lenders, borrowers, family offices, funds, financial institutions, and other stakeholders.

All parties engaging with Cannova are deemed to have read, understood, and accepted this Disclosure prior to entering into any discussions, transactions, agreements, or investment activities.

2. Role of Cannova Inc.

Cannova acts solely as a:

Development Consultant

Business Development Consultant

Project Structuring Consultant

Capital Introduction & Relationship Management Consultant

Transaction Coordination Consultant

Cannova's role is limited to facilitating communication, introducing parties, coordinating specialist service providers, and assisting with the structuring and development of projects and investment opportunities.

Cannova does not:

• Accept deposits from the public.
• Hold investor funds.
• Operate as a bank.
• Operate as a trust company.
• Operate as a licensed securities dealer.
• Operate as a licensed investment advisor.
• Operate as a portfolio manager.
• Operate as a mortgage lender.
• Operate as a mortgage brokerage.
• Operate as a real estate brokerage.
• Operate as a legal firm.
• Operate as an accounting firm.
• Operate as a financial institution.
• Guarantee investment performance.
• Guarantee repayment of capital.
• Guarantee financing approval.
• Guarantee project completion.

Cannova's function is limited to coordinating and integrating professional services and opportunities provided by licensed third-party organizations.

3. Special Purpose Vehicle (SPV) Structure

Any investment, development, financing, co-development, acquisition, lending, borrowing, or asset ownership arrangement may be conducted through a:

Special Purpose Vehicle ("SPV")

The SPV shall:

• Be created by an independent law firm licensed and authorized in Canada.
• Operate under applicable Canadian federal and provincial laws.
• Maintain independent corporate governance.
• Execute its own agreements with investors, developers, lenders, contractors, and consultants.
• Maintain independent books and records.
• Be responsible for its own liabilities and obligations.

Cannova shall not be responsible for any liabilities, obligations, debts, defaults, claims, losses, or disputes arising from any SPV.

All rights and obligations shall remain exclusively between the SPV and the respective parties involved.

4. Trust Account Management

For investor protection and transaction transparency:

All investor funds, deposits, subscriptions, project contributions, financing proceeds, and related payments may be held in:

Independent Lawyer Trust Accounts

Such trust accounts shall:

• Be established and managed exclusively by licensed lawyers and law firms.
• Be governed by applicable Canadian trust accounting regulations.
• Operate independently from Cannova.
• Follow disbursement instructions approved under applicable agreements.
• Be subject to professional and regulatory oversight.

Cannova shall never:

• Receive investor funds directly
• Hold investor monies
• Control trust accounts
• Authorize fund releases independently
• Act as trustee.

Cannova shall have no fiduciary responsibility regarding investor funds held by third-party legal professionals.

5. Financing & Mortgage Products

Any financing, lending, mortgage, construction financing, bridge financing, mezzanine financing, development financing, or asset-backed lending solutions introduced by Cannova shall be arranged exclusively through:

Licensed Mortgage Investment Corporations (MICs)

Licensed Mortgage Brokerages

Licensed Financial Institutions

Licensed Lenders

operating in accordance with Canadian laws and regulations.

Cannova does not:

• Lend money
• Arrange mortgages directly
• Provide regulated financial advice
• Act as a mortgage lender
• Underwrite loans
• Approve financing applications

All financing decisions remain solely with the applicable licensed lender, MIC, mortgage brokerage, or financial institution.

6. Real Estate Investments

Any investment in real estate carries inherent risks.

Cannova makes no representation or warranty regarding:

• Future property values
• Market appreciation
• Rental income
• Occupancy rates
• Development profits
• Exit values
• Financing availability
• Economic conditions
• Currency exchange rates

Any projections, forecasts, illustrations, feasibility studies, IRR calculations, ROI projections, financial models, or market assessments are estimates only and are not guarantees of future performance.

7. Sharia-Compliant & Islamic Financing Structures

Cannova may facilitate introductions to parties offering:

• Murabaha financing
• Musharakah structures
• Profit and Loss Sharing arrangements
• Other Islamic finance structures

Cannova does not issue:

• Fatwas
• Sharia certifications
• Religious opinions

Investors should obtain independent advice from qualified Islamic scholars and Sharia advisors before participating in any transaction.

8. Real Estate Sales & Marketing

All sales, marketing, brokerage, acquisition, leasing, and disposition activities shall be conducted solely by:

Licensed Real Estate Brokerages

Licensed Real Estate Agents

Licensed Mortgage Brokerages

authorized to operate within their respective jurisdictions.

Cannova is not a real estate brokerage and does not perform regulated brokerage activities unless separately licensed to do so.

9. Accounting, Tax & Audit

All accounting, taxation, auditing, financial reporting, compliance reporting, and fund administration services shall be provided by:

Independent Chartered Professional Accountants (CPA)

Independent Auditors

Licensed Tax Advisors

Cannova does not provide:

• Accounting advice
• Tax advice
• Audit services
• Tax planning services

All parties are advised to seek independent professional advice regarding tax consequences and reporting obligations.

10. Engineering, Construction & Project Management

All planning, architecture, engineering, surveying, project management, construction management, quantity surveying, and contracting services shall be performed by:

Licensed Professional Firms

Registered Engineering Companies

Licensed Architects

Licensed Project Managers

Licensed Contractors

operating in compliance with applicable laws and professional regulations.

Cannova does not assume liability for professional services performed by third parties.

11. No Investment Advice

Nothing presented by Cannova shall constitute:

• Investment advice
• Financial advice
• Securities advice
• Legal advice
• Tax advice
• Insurance advice

12. Regulatory Compliance

Cannova intends to operate in compliance with applicable laws, including but not limited to:

Canada

• Provincial Securities Acts
• Mortgage Brokerages, Lenders and Administrators legislation
• Real Estate and Business Brokers legislation
• Anti-Money Laundering legislation
• FINTRAC requirements
• Corporate and Commercial Laws

United Arab Emirates

• UAE Commercial Companies Law
• UAE Central Bank regulations
• ADGM regulations
• DIFC regulations
• UAE Anti-Money Laundering regulations

Kingdom of Saudi Arabia

• Capital Market Authority (CMA) regulations
• Saudi Central Bank (SAMA) regulations
• Commercial Companies Law
• Anti-Money Laundering regulations

Where a regulated activity requires licensing, such activity shall be undertaken only by appropriately licensed entities.

13. Limitation of Liability

To the maximum extent permitted by law:

Cannova, its directors, officers, shareholders, employees, consultants, affiliates, representatives, agents, and advisors shall not be liable for:

• Investment losses
• Financing losses
• Business losses
• Opportunity losses
• Market fluctuations
• Currency fluctuations
• Project delays
• Cost overruns
• Construction defects
• Regulatory approvals
• Tax consequences
• Acts or omissions of third parties
• Force majeure events
• Economic downturns
• Political events
• Legal disputes between transaction parties

Participation in any project or investment is undertaken entirely at the investor's own risk.

14. Investor Acknowledgement

By participating in any discussion, transaction, investment, financing arrangement, or project introduced by Cannova, each investor, lender, borrower, developer, or participant acknowledges and agrees that:

• Cannova acts solely as a Development Consultant and Relationship Manager
• Cannova does not hold client funds.
• Cannova does not provide regulated investment advice.
• All investments carry risk.
• Past performance is not indicative of future results.
• Independent legal, financial, tax, and investment advice has been sought or voluntarily waived.
• All transaction decisions are made independently by the participant.

15. Governing Law

Any disputes concerning this Disclosure shall be governed by the laws of the Province in Canada where the applicable SPV is incorporated, unless otherwise specified in the governing agreements.

Nothing in this Disclosure shall override mandatory laws or regulatory requirements applicable in Canada, the UAE, KSA, or any other relevant jurisdiction.