Clear Vistas - Purchase Option 2

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PURCHASE OPTION 2

Clear Vistas Capital Corporation (“CVCC”) Features

An investor of CVCC receives a combined Unit comprised of a Bond and a Share

Units issued are $100 (CDN) per Unit; $99.90 per Bond portion and $ 0.10 per Share portion

The Bond portion of CVCC may be purchased with ‘cash’ (Money order, bank draft, or cheque) or with ‘registered funds’ (RRSP, RIF, LIRA, TFSA)

The Share portion of CVCC may be purchased with ‘cash’ only.

CVCC Shares are eligible to be held in a Tax Free Savings Account (“TFSA”).

CVCC Bonds (only non-registered; purchased with cash) are eligible to be held in a TFSA depending on your TFSA eligible limit.

The business of the Corporation is to raise funds from investors for the purpose of acquiring limited partnership units in Clear Vistas Community #1 Limited Partnership (“CVLP”). As such, CVCC becomes a limited partner of CVLP with all prorated (according to funds provided) entitlements to the revenue distributions from CVLP. After expenses and corporate taxes, this revenue is distributed to the investors of CVCC tax free if the investor has registered their shares in a Tax Free Savings Account.

The Bond portion of the CVCC Unit receives 7% interest paid annually.

The Share portion of the CVCC Unit is entitled to receive dividends when and if declared by the Corporation (projected to begin in year 2011).

CVCC is owned 60% by Target Capital Inc.; a public company (allowing for RSP and TFSA eligibility).

Income generated by the Corporation is treated as a hybrid of interest and dividend income (refer to “Income Tax Consequences” in the Offering Memorandum for details).

The combined unit investment in CVCC allows the investor greater flexibility to structure their investment holdings in the most tax efficient manner given their current situation. The following table provides a brief overview of the key planning attributes of holding the bond and share portion of the CVCC investment separate and distinct.

DIFFERENCES BETWEEN USING REGISTERED AND NON-REGISTERED FUNDS

Bond

REGISTERED PLAN
(RRSP, RIF, LIRA, TFSA, RDSP)

Tax deferred of 7%* p.a. interest
until removed from plan

Contributions, spousal contributions, and transfers allowed

Bond payout on maturity taxed at marginal tax rate upon removal from registered plan

NON-REGISTERED PLAN

Tax to be paid annually on7%* interest**

Income Splitting allowed (subject to attribution)**

Bond payout on maturity non-taxable

Share

Currently not eligible for RRSP, RIF, and LIRA plans

Profits may be distributed tax-free**

Income Splitting allowed (not subject to attribution)**

Profits distributed as eligible dividends (currently lowest tax rated income-up to $50,000 tax-free to investors with no other income)*

Income Splitting allowed (subject to attribution)***

May be owned by Corporation

*This advertisement does not constitute a solicitation or offer to purchase securities. There are a number of risks associated with this investment, any one of which could adversely affect an investor’s return on investment in these securities. These risks are set out in the Offering Memorandum of the Issuer relating to this investment opportunity. Investors should review these risks with their legal and financial advisors.
** Share payment and ownership can be allocated to family members to provide flexible profit participation.
***Tax-Free Savings Account (TFSA) May Apply
Recent amendments to the Income Tax Act of Canada allow Canadian investors 18 years of age or older with a S.I.N. to open a TFSA. TFSA are accounts that allow interest, dividends, and capital gains on eligible investments to be tax free beginning in 2009. Maximum contribution to the TFSA in 2009 is $5,000 per year (indexed). There is no cap on the amount of tax free income generated by the eligible investment and the attribution rules do not apply to any contribution from family members. Withdrawals are at the discretion of the account holder with no penalty provisions. TFSA’s must be held in designated financial institutions or trust companies.

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Note: This information is inherently limited in scope and not intended to constitute legal, accounting, tax, investment, consulting, or other professional advice or services. Before making any decision or taking any action that might affect your personal or business finances, you are strongly encouraged to consult a qualified professional advisor. Please contact us with any questions that you may have.

IMPORTANT NOTE:
Arrangements have been made with a large Canadian Bank for qualified investors to arrange long term financing for part or all of their investment purchase.