Port Picton Homes

Cold Creek Back-to-Back Townhomes · Tokenized Offering Memorandum
Issuer: Cold Creek B2B Block 1 LP
Jurisdiction: Ontario (OSC NI 45-110)
Currency: Canadian Dollars (CAD)
Date: September 2026
Target Equity / Block
$800,000
8 units @ $100k equity down
Token Denomination
$100.00
8,000 tokens per 8-unit block
CMHC Capital Return
100%
Month 18–24 refi returns 100% capital
Target Blended IRR
28.4%
Refi + ongoing 50/50 + Part-Lot Exit

1. Executive Summary & Investment Opportunity

Port Picton Homes (PPH) presents a pioneering, regulatory-compliant real estate tokenization offering for the Cold Creek Back-to-Back Townhome Community located on Laney Street in Picton, Prince Edward County, Ontario. The project comprises 86 purpose-built rental townhomes configured across 11 discrete blocks (ten 8-unit blocks and one 6-unit block).

Under the Ontario Securities Commission (OSC) Start-Up Crowdfunding Exemption (NI 45-110), PPH is offering fractionalized digital Class A Limited Partnership units at $100 CAD per token. Each 8-unit block requires exactly $800,000 CAD of equity ($100,000 CAD down per unit). The balance of construction is funded via a 40-year traditional facility. Upon completion and stabilized lease-up, the block undergoes a CMHC MLI Select 95% LTV takeout refinancing, returning 100% of investors' capital tax-free while leaving token holders with permanent equity yielding quarterly rental dividends and substantial terminal appreciation.

2. The 4-Phase Token Lifecycle & Domino Velocity

Phase 1 (Month 0)
Crowdfund Raise
8,000 tokens sold @ $100 CAD ($800k total). Retail investors invest $2,500 to $10,000; accredited investors up to full blocks. Funds held in legal trust.
Phase 2 (Mo 1–18)
Construction
Traditional 40-year construction facility drawn. Investors earn an 8.0% annualized Preferred Return accruing monthly on their capital.
Phase 3 (Mo 18–24)
CMHC 95% Refi
CMHC MLI Select 95% LTV refi pays off construction debt, returns 100% of original capital ($100/token) plus accrued 8% return in cash.
Phase 4 (Year 2+)
Infinite Return
Investors retain 100% of tokens with $0 net basis. Quarterly distributions split 50/50 with PPH. Option to compound capital into subsequent blocks.

3. Single 8-Unit Block Financial Underwriting

The table below outlines the audited proforma underwriting for a standard 8-unit back-to-back townhome block (4 × Two-Bedroom units @ 1,551 SF + 4 × Three-Bedroom units @ 1,623 SF).

Financial Metric Underwriting Basis Per Townhome Unit 8-Unit Block Total
Development & Construction Cost Base Land + Civil + Vertical Build Net of HST $424,900 CAD $3,399,200 CAD
Required Equity Down (Token Raise) Class A LP Units @ $100/token $100,000 CAD $800,000 CAD
Construction Mortgage Financing 40-Year Traditional Construction Draw $324,900 CAD $2,599,200 CAD
Effective Gross Revenue (EGR) Average Rent $2,250/mo (net 7.5% vacancy) $26,450 / yr $211,600 / yr
Operating Expenses (Opex) Taxes, Insurance, Mgmt, Maintenance Reserves ($5,169) / yr ($41,350) / yr
Stabilized Net Operating Income (NOI) Commercial Valuation Basis (@ 4.8% Cap Rate) $21,281 / yr $170,250 / yr
Projected Stabilized Market Value Certified AACI Commercial Appraisal $532,500 CAD $4,260,000 CAD
CMHC MLI Select Takeout Mortgage (95% LTV) 50-Yr Amortization @ 4.10% Insured Rate $404,700 CAD $3,237,600 CAD
Retire Interim Construction Debt Principal Balance at Stabilization ($324,900) CAD ($2,599,200) CAD
Net Cash Returned to Token Holders (Refi Event) 100% Principal Return + Accrued 8% Pref Return $114,000 CAD $912,000 CAD

4. Dual-Track Value Realization: Rental Cashflow + Part-Lot Control Exit

A unique structural strength of the Cold Creek back-to-back townhomes is the Dual-Track Exit Architecture. Because each unit is structurally and architecturally an independent townhome, PPH possesses the legal entitlement to execute a Part-Lot Control Exemption By-law with Prince Edward County.

Track A: Perpetual Infinite Yield (Years 2 to 5+)

Following the CMHC takeout, investors hold their tokens with $0.00 net capital remaining in the deal. Quarterly rental cashflow after debt service is split 50% to Token Holders and 50% to PPH. Concurrently, the CMHC mortgage pays down ~$38,000 CAD of principal per block annually, growing the LP's underlying equity net worth.

Track B: Part-Lot Control Individual Unit Retail Exit (Year 5–10)

At an optimal market window, PPH can create separate freehold / parcel of tied land (POTL) titles for each of the 8 townhomes and sell them individually on MLS to retail home buyers at the projected retail value of $520,000 to $545,000 CAD per unit.

Part-Lot Control Exit Economics (8-Unit Block) Per Unit 8-Unit Block Total Per Token ($100 basis)
Gross Retail Disposition Revenue (MLS Average) $532,500 CAD $4,260,000 CAD $532.50
Disposition Costs (Brokerage, Legal, Closing @ 4.0%) ($21,300) CAD ($170,400) CAD ($21.30)
Payoff Remaining CMHC Mortgage (after 5 yrs amort) ($372,500) CAD ($2,980,000) CAD ($372.50)
Net Residual Equity Windfall $138,700 CAD $1,109,600 CAD $138.70
PPH Sponsor Carried Interest Share (50%) ($69,350) CAD ($554,800) CAD ($69.35)
Net Exit Cash Distributed to Token Holders (50%) $69,350 CAD $554,800 CAD +$69.35 / token
*Note: The +$69.35 exit distribution is in addition to the 100% capital returned at Month 18–24 and ongoing rental dividends collected in Years 2–5.

5. Regulatory Compliance, Smart Contracts & Secondary Liquidity

Ontario Securities Framework

• Exemption: NI 45-110 (Start-Up Crowdfunding) allows up to $1.5M CAD per issuer every 12 months without a prospectus.
• Issuer SPV: Each block is owned by a distinct LP (`Cold Creek Block [X] LP`), creating isolated legal liability.
• Title: Nominee Corp holds bare legal title; LP holds 100% beneficial ownership.
• Statutory Hold: 4-month seasoning lockup under NI 45-102.

ERC-3643 Permissioned Protocol

• Standard: ERC-3643 (T-REX) deployed on Polygon Layer-2.
• On-Chain Identity: Automated smart contract transfer checks ensure tokens can only be transferred to KYC/AML-verified addresses.
• Dorsal P2P Portal: Following the 4-month lockup, token holders can buy/sell tokens on an internal whitelisted bulletin board.
• Embedded Wallets: Web2 email onboarding (Privy/Magic) allows investors to participate without crypto wallet friction.

6. Phased Domino Rollout Schedule across 11 Blocks

Rollout Tranche Blocks Included Units Total Equity Raise Capital Sourcing Refi & Roll Timeline
Tranche 1 (Pilot) Block 1 & Block 2 16 Units $1,600,000 CAD Retail Crowdfunding (NI 45-110) + Accredited CMHC Refi at Month 18–21
Tranche 2 Block 3 & Block 4 16 Units $1,600,000 CAD Tranche 1 Capital Roll + Portal New Users CMHC Refi at Month 24–27
Tranche 3 Block 5 & Block 6 16 Units $1,600,000 CAD Capital Roll + Syndicate LPs CMHC Refi at Month 30–33
Tranche 4 Block 7 & Block 8 16 Units $1,600,000 CAD Capital Roll + Syndicate LPs CMHC Refi at Month 36–39
Tranche 5 (Final) Blocks 9, 10 & 11 22 Units $2,200,000 CAD Capital Roll + Residual Portfolio Syndicate CMHC Refi at Month 42–45
Full Community All 11 Blocks 86 Units $8,600,000 CAD Recycled Capital across 11 Blocks Complete 86-Unit Stabilized Portfolio