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Pinnacle Lifestyles Family of Resorts : Disclaimers & Appendix

Cautionary Statements This Confidential Information Memorandum (“CIM”) has been prepared by Pinnacle Lifestyles for informational purposes only from Pinnacle Lifestyles' confidential and proprietary materials, and may contain certain material information about the opportunity, including important disclosures and risk factors associated with the investment disclosed in this CIM. It is being supplied to you solely for your informational purposes and may not be reproduced or forwarded to any other person or published (in whole or in part) for any purpose. The sole purpose of this CIM is to provide you with information regarding the proposed investment in Pinnacle Lifestyles Fund III Incorporated (the “Fund” or “Fund III”), its future business plans, and the industries in which it operates or intends to operate. This CIM is not prepared to assist any reader in making a decision whether to invest in the opportunity and the contents of this CIM have not been approved or disapproved by any securities commission or regulatory authority in Canada, the United States, or any other jurisdiction. This CIM does not constitute an offer to sell, or a solicitation of an offer to buy, any security in Canada, the United States, or any other jurisdiction. We expressly disclaim any duty on us to make disclosure or any filings with any securities commission or regulatory authority, beyond that imposed by applicable laws. Unless otherwise noted, the information provided in this CIM is provided as of November 8, 2023. Any estimates, projections, or opinions contained herein necessarily involve a significant element of subjective judgment, analysis, and assumptions and each reader should satisfy itself in relation to such matters. Forward-Looking Information This document may contain certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "might" and similar expressions are intended to identify forward-looking information, which involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. This information reflects current expectations regarding future events and operating performance and speaks only as of the date of this CIM. Forward-looking information involves significant risks and uncertainties, should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether such results will be achieved, and accordingly undue reliance should not be put on such statement. Several factors could cause actual results to differ materially from the results discussed in the forward-looking information. Various assumptions have been used in drawing the conclusions or making the forecasts and projections contained in the forward-looking statements throughout this Presentation. Pinnacle Lifestyles cautions that the forward-looking information and statements contained in this Document speak only as of the date of this Document, and the neither the Fund assumes any obligation to update nor revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws.
Risks Risk Factors Investment in securities of the Fund involves a high degree of risk and is suitable only for sophisticated investors who can withstand the loss of their entire investment and requires the financial ability and willingness to accept the high level of risk and lack of liquidity inherent in an investment in securities of the Fund. No assurance, representation, or warranty can be given that the Fund’s investment objectives will be achieved or that investors will receive a return of their invested capital. Risks Related to Our Business and Strategy (1) Acquisition of the Common Shares (2) Additional Securities (3) General Conditions (4) Limited Revenues (5) Return on Investment Not Guaranteed (6) Competition (7) Liquidity (8) Decline in Real Estate Values (9) Ability to Purchase Future Acquisitions (10) Access to Capital (11) Environmental Risks (12) Natural Disasters (13) Shortages in The Availability of Labor (14) Political Risk (15) Lack of Geographical Diversification (16) Force Majeure Events (17) Development Risks and Approvals (18) Legal Risk (19) Global Pandemic Risk (20) Zoning Risk (21) Contract Risk (22) On Site Liability (23) Construction Risk. Risks Related to this Offering (1) The Fund May Need Additional Capital (2) The Subscription Price For The Common Shares Was Established Arbitrarily (3) There Are Substantial Restrictions On The Transfer Of The Common Shares (4) There Is No Public Market For The Common Shares (5) There Is A Private Offering With No Securities Regulatory Agency Review (6) No Independent Counsel For Subscribers (7) Disclosure Of Personal Information (8) Certain Legal Documents And Entities Are Still Being Formed. Risks Related to the Fund (1) The Fund Will Engage In Transactions With Affiliates And Related Parties (2) Lack Of Operating History (3) The Fund Is Reliant On Key Personnel (4) The Fund Has Limited Capitalization (5) The Management Has Extensive Control Of The Fund (6) Conflicts of Interest (7) There Is A Risk That A Dispute Could Occur Between The Control Persons Of The Fund And Related Entities (8) Income Tax Risks (9) Securities Regulation Risk. Certain information provided in this document is not a prospectus, offering memorandum or an advertisement and is being provided for information purposes only and does not constitute or form part of, and should not be construed as, an offer or invitation to sell or any solicitation of any offer to purchase or subscribe for any Securities in Canada, the United States or any other jurisdiction. Potential investors should contact their Pinnacle Registered Dealing Representative to review the risk factors as listed in the Schedule – Risk Factors of the Term Sheet.
Statutory Rights of Action Statutory Rights of Action for Damages or Rescission Securities legislation in certain of the provinces of Canada provides purchasers with rights of rescission or damages, or both, where an offering memorandum or any amendment to it contains a misrepresentation. A “misrepresentation” is an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading in the light of the circumstances in which it was made. These remedies must be commenced by the purchaser within the time limits prescribed and are subject to the defenses contained in the applicable securities legislation. Each purchaser should refer to the provisions of the applicable Canadian securities legislation for the particulars of these rights or consult with a legal advisor. The following rights will only apply to a purchaser of securities of the Corporation in the event that this corporate presentation is deemed to be an offering memorandum pursuant to applicable securities legislation in certain provinces of Canada. All such rights are in addition to and without derogation from any other right or remedy which purchasers may have at law and are intended to correspond to the provisions of the relevant securities laws and are subject to the defenses contained therein. The following summaries are subject to the express provisions of the applicable securities statutes and instruments in the below-referenced provinces and the regulations, rules and policy statements thereunder and reference is made thereto for the complete text of such provisions, which provisions may contain limitations and statutory defenses not described here on which the Corporation and other applicable parties may rely. A full and complete list of rights of action is available in the Term Sheet. Investors are encouraged to review these risks in detail prior to making an investment decision.
Statutory Rights of Action Statutory Rights of Action for Damages or Rescission Securities legislation in certain of the provinces of Canada provides purchasers with rights of rescission or damages, or both, where an offering memorandum or any amendment to it contains a misrepresentation. A “misrepresentation” is an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading in the light of the circumstances in which it was made. These remedies must be commenced by the purchaser within the time limits prescribed and are subject to the defenses contained in the applicable securities legislation. Each purchaser should refer to the provisions of the applicable Canadian securities legislation for the particulars of these rights or consult with a legal advisor. The following rights will only apply to a purchaser of securities of the Corporation in the event that this corporate presentation is deemed to be an offering memorandum pursuant to applicable securities legislation in certain provinces of Canada. All such rights are in addition to and without derogation from any other right or remedy which purchasers may have at law and are intended to correspond to the provisions of the relevant securities laws and are subject to the defenses contained therein. The following summaries are subject to the express provisions of the applicable securities statutes and instruments in the below-referenced provinces and the regulations, rules and policy statements thereunder and reference is made thereto for the complete text of such provisions, which provisions may contain limitations and statutory defenses not described here on which the Corporation and other applicable parties may rely. A full and complete list of rights of action is available in the Term Sheet. Investors are encouraged to review these risks in detail prior to making an investment decision.

Pinnacle Wealth Brokers Inc.

Internal Compliance Audit January 2024 : Pinnacle Lifestyles III 20231204IB : 2,4,21,22,23

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