MANAGEMENT’S DISCUSSION & ANALYSIS For the three months ended March 31, 2017 and March 31, 2016 May 29, 2017 The following management’s discussion and analysis (“MD&A”) is a review of the financial condition and results of operations of Walton Ontario Land L.P.1 (the “Partnership”) for the three months ended March 31, 2017 and March 31, 2016. The MD&A should be read in conjunction with the Partnership’s unaudited condensed interim financial statements for the three months ended March 31, 2017, and the Partnership’s audited financial statements for the years ended December 31, 2016 and December 31, 2015 (the “Financial Statements”). Additional information about the Partnership is available on SEDAR at www.sedar.com. All financial information is reported in Canadian dollars and has been prepared on a going concern basis in accordance with the International Accounting Standard (“IAS”) 34 – Interim Financial Reporting and uses accounting policies that are consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The going concern basis of presentation assumes that the Partnership will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business as they become due. In limited situations, IFRS has not issued rules and guidance applicable to the real estate investment and development industry. In such instances, the Partnership has followed guidance issued by the Real Property Association of Canada to the extent that such guidance does not conflict with the requirements under IFRS or the definitions, recognition criteria and measurement concepts for assets, liabilities, income and expenses in the IFRS framework.

COMPANIES’ CREDITORS ARRANGEMENT ACT (“CCAA”) ANNOUNCEMENT & GOING CONCERN On April 28, 2017, Walton Ontario Land 1 Corporation, (the ‘General Partner’), the General Partner of the Partnership, Walton International Group Inc. (“WIGI”), and certain affiliates, (the “CCAA Entities”), including the general partner of Walton Development and Management Development L.P (“WDM”) voluntarily filed and obtained creditor protection under the CCAA pursuant to an order (the “Initial Order”) granted by the Court of Queen’s Bench of Alberta (the “Court”). The Initial Order authorized the CCAA Entities to begin a court-supervised restructuring and provides for a broad stay of proceedings against the CCAA Entities in order to provide the opportunity to finalize and present a CCAA plan to creditors for approval. While the Partnership is not a CCAA Entity, it is covered by the stay of proceedings. Under the terms of the Initial Order, Ernst & Young Inc. will serve as the Court-appointed monitor (the “Monitor”) of the CCAA Entities. On May 9, 2017, the Partnership obtained a Court Order (the “Order”) for the implementation of a sale and investment solicitation process (the “SISP”) to be conducted within the CCAA proceedings under the supervision of the Monitor, which will be used to identify one or more purchasers and/or investors in the Partnership’s business and/or Ottawa Property or to identify potential alternative financing. The SISP is scheduled to commence on June 6, 2017. The SISP sets forth the manner which potential purchasers/investors must submit bids, including the applicable deadlines for the submission bids. It is anticipated the SISP will be concluded by November 23, 2017. The May 9, 2017 Order also granted three secured Charges (Administrative Charge, KERP Charge and Note holder Charge) over to the Partnership for an amount of approximately $221,466. At the hearing held on May 9, 2017, the stay period was extended from May 26, 2017 until August 15, 2017 on the Partnership’s assets and liabilities, as well as the other applicants’ assets and liabilities. At August 15, 2017, the Partnership, its advisors, in consultation with the Monitor will provide an update on the SISP. If the stay period and any subsequent extensions, if granted, are not sufficient to complete the SISP, or if no bid under the SISP is accepted by the affected creditors and, the Partnership loses the protection of the stay of proceedings, substantially all obligations, including amounts due to WIGI, will then be due and payable immediately, or subject to acceleration, creating an immediate liquidity crisis which would in all likelihood force the Partnership into receivership and require liquidation of the Partnership’s assets. For the three months ended March 31, 2017, the Partnership reported net loss of $219,060 (March 31, 2016 - $207,536), an accumulated deficit of $18,532,149 (March 31, 2016 - $18,246,633), and negative operating cash flow of $58,502 (March 31, 1

2017 - $41,125) as at that date. The Partnership has cash at March 31, 2017 of $670,039 remaining from the refundable expense reserve. The refundable expense reserve is sufficient to cover the entities expected operating costs and concept planning costs for the next twelve months, including the additional SISP charges described above. The management fees due to WIGI have been accruing since June 2015, when the amount set aside for management fees in the refundable expense reserve was depleted. The SISP is anticipated to launch on June 6, 2017 and be concluded by November 23, 2017. As at April 28, 2017, outstanding payables of $1,299,859, including $1,252,858 due to WIGI have been stayed. Amounts subsequent to April 28, 2017 incurred will be paid out of the remaining refundable expense reserve. Management believes the reserves are sufficient as at March 31, 2017 to cover the costs of the SISP, including the administrative charge and management fees payable to WIGI incurred after the stay date of April 28, 2017. If the Partnership is unable to complete the SISP or future stays are not approved and WIGI was to demand repayment of the fees outstanding, the Partnership would be unable to pay the full amount owing to WIGI, as the cash balances at March 31, 2017 were $670,039 and are not sufficient to cover the management fees of $1,201,777 accrued at March 31, 2017, and the Partnership would not have additional funds to continue operations. There is no assurance that the SISP will be successful. These conditions lend significant doubt as to the ability of the Partnership to meet its obligations as they come due and, accordingly, the appropriateness of the use of the accounting principles applicable to a going concern. Future operations are dependent on the Partnership’s ability to restructure its balance sheet to maintain existing operations; and discharge obligations as they come due. The risks and uncertainties associated with a potential asset sale, partnership sale, and/or implementation of a balance sheet restructuring, cast significant doubt about the Partnership’s ability to continue as a going concern. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses that would be necessary if the Partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. If the Partnership were unable to operate in the normal course of operations, the adjustments required could be material.

FORWARD-LOOKING STATEMENTS Certain information set forth in this MD&A, including but not limited to the implementation and status of the CCAA proceedings, the SISP, the Partnership’s ability to manage its liquidity position and fund working capital requirements and meet contractual and other commitments, is based on the Partnership’s current expectations, intentions, plans, and beliefs, which are based on experience and the Partnership’s assessment of historical and future trends. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond management’s control. These risks and uncertainties include, but are not limited to, the risk that the SISP may not be successful within the stay period granted by the Court, the risk that the CCAA stay period will not be extended past August 15, 2017 and that as a result, creditors will be entitled to exercise their various rights and remedies against the Partnership, the level of indebtedness of the Partnership, the implementation and impact of any reorganization or restructuring on the assets, business and financial affairs of the Partnership, future co-operation of the creditors of the Partnership, the Partnership’s ability to generate sufficient cash flow from operations or to obtain adequate financing to fund capital expenditures and working capital needs and to maintain the Partnership’s ongoing obligations during the CCAA proceedings and thereafter, the ability to maintain relationships with suppliers, customers, employees, unit holders and other third parties in light the of the Partnership’s current liquidity situations and the CCAA proceedings, as well as the risks associated with the timing of approval by municipalities, and the business and general economic environment. These uncertainties may cause the Partnership’s actual performance, as well as financial results in future periods, to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements because actual results could differ materially from management’s targets, expectations or estimates. See also “Risk Factors” in this MD&A. The forward-looking statements contained in this MD&A are given as of the date hereof. Except as otherwise required by law, the Partnership does not intend to, and assumes no obligation to, update or revise these or other forward-looking statements it may provide, whether as a result of new information, plans or events or otherwise.

RESPONSIBILITY OF MANAGEMENT This MD&A has been prepared by, and is the responsibility of, the management of the General Partner of the Partnership. The General Partner is a subsidiary of Walton G.P. Holdco Ltd., a wholly owned subsidiary of WIGI. WIGI is a wholly owned subsidiary of Walton Global Investments Ltd. (“Walton Global”). All or substantially all of the shares of Walton Global are 2

owned by or for the benefit of the Doherty family; including William K. Doherty, the Chief Executive Officer of the General Partner and director of Walton Global. th

nd

The address of the registered office of the General Partner is 25 Floor, 215 – 2

Street SW, Calgary, Alberta T2P 1M4.

APPROVAL BY THE BOARD OF DIRECTORS The MD&A was authorized for issue by the board of directors of the General Partner (the “Board of Directors”) on May 29, 2017.

BUSINESS OVERVIEW The Partnership was established on October 2, 2009, for the purpose of acquiring and syndicating undeveloped strategicallylocated land within Ontario growth corridors. The Partnership’s investment objective is to maximize returns to its limited partners (the “Limited Partners”) through the acquisition, management, concept planning and eventual sale of properties. The Partnership currently has an interest in a single parcel of land, comprised of 300 acres located in the southwest quadrant of the City of Ottawa (the “Ottawa Property”). The Partnership is managed by WIGI. The project manager is WDM. It is the current intention of the Partnership to hold its interest in the Ottawa Property as an investment and to dispose of it prior to its physical development. If the Limited Partners determine that the Partnership should participate in the development of the Ottawa Property (other than pre-development concept planning), the activities of the Partnership also may include the partial or full development of the Ottawa Property prior to its sale. The net proceeds from the disposition of the Ottawa Property, after satisfaction of liabilities and payment of, or provision for, all fees and expenses, will be distributed by the Partnership to the Limited Partners. Included in such fees and expenses is a performance fee payable to WIGI, provided that the Limited Partners receive distributions equal to the amount of their purchase price allocation, plus an amount equal to an 8% annual cumulative return on contributed capital that has not been paid to the Limited Partners in respect of previous distributions. Net income, if any, earned from the Ottawa Property has not been, and is not anticipated to be, significant. As a result, the Partnership is not expected to distribute a significant amount of cash to the Limited Partners other than at the time that the Ottawa Property is sold.

REVIEW OF OPERATIONS Summary In 2014, as part of their Municipal Comprehensive Review of the Official Plan, the City of Ottawa made a decision not to expand the urban boundary of the City to include the Ottawa Property. The Partnership filed an appeal of the Official Plan with the Ontario Municipal Board (“OMB”) on May 15, 2015, based on a number of planning and process related considerations identified by management as a part of the City review process. The Partnership has actively participated in the appeal process including presenting supporting arguments at hearings with the OMB. On February 23, 2016, the OMB issued a favorable decision supporting the basis of management’s appeal. The OMB decision requires the City to complete a Land Evaluation and Area Review and an Employment Lands Study, including a full and proper review of these issues, before the OMB will reconvene a hearing. The City was also advised, as a part of the OMB decision, to review its planning horizons utilized to ensure consistency with the Provincial Policy Statements 2014 with a reference to a time frame of 2036, as opposed to the 2031 horizon utilized by the City in the Official Plan Amendment.

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The City’s Planning and Growth Management Department undertook a work program in the second half of 2016 and completed the Land Evaluation and Area Review and Employment Lands Study. On behalf of the Partnership and as a stakeholder in the process, management reviewed the conclusions and recommendations of these reports and made a written submission to the Planning Committee in November 2016 continuing to advocate for an appropriate range and mix of available lands and the need for the City to consider comprehensively planned mixed-use opportunities outside of the existing boundary as part of the qualitative and quantitative assessment to change the current designation for certain Employment and Enterprise Area lands to General Urban Area. The Planning Committee recommended that City Council adopt the population, household and employment projections to 2036, Ottawa Employment Land Review Final Report, Growth Projections for Ottawa 2014-2036, City of Ottawa Land Evaluation and Area Review for Agriculture and an Official Plan Amendment (“OPA”) that does not include an expansion to the urban boundary. These recommendations were presented and carried, as amended, by City Council on December 14, 2016. The OPA will be subsequently forwarded to the Ministry of Municipal Affairs and Housing (the “Ministry”) by the City for approval. Once a Notice of Decision has been received from the Ministry, all appeals, including the outstanding appeal and any new appeal filed by the Partnership, will be adjudicated by the OMB. Based on City Council’s direction to engage in settlement discussions with those appellants who appealed the OPA in its entirety, including the Partnership, a meeting was held with City of Ottawa staff on March 14, 2017. A settlement was not reached and the Partnership continues to reserve its rights under the outstanding appeal. Management of the Partnership continue to believe that the Ottawa Property has excellent attributes to accommodate a future employment and mixed-used development opportunity and is well suited for an urban boundary expansion. As a result of the ongoing appeal and related planning processes associated with the Official Plan, the time frame for the Partnership to hold its interest in the Ottawa Property as an investment has exceeded the original anticipated two to four year time horizon. On April 28, 2017, the General Partner of the Partnership filed and obtained creditor protection under CCAA, including a stay of proceedings on the Partnership. On May 9, 2017, the Court approved a SISP which will be used to identify one or more purchasers and/or investors in the Partnership’s business and/or the Ottawa Property or to identify potential alternative financing. There is no assurance that these initiatives will be successful.

SUMMARY OF FINANCIAL DATA For the three months ended Total revenue ($) Total expenses ($) Net loss and comprehensive loss ($) Weighted average units outstanding1,2 Basic and diluted net (loss) per unit ($)

Total assets ($) Total liabilities ($) Total equity ($) Limited partnership units outstanding

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March 31, 2017

March 31, 2016

4,916 (223,976) (219,060) 1,961,840 (0.11)

5,235 (212,771) (207,536) 1,961,840 (0.11)

March 31, 2017

December 31, 2016

16,006,414 1,244,513 14,761,901 1,961,840

16,069,076 1,088,115 14,980,961 1,961,840

Notes: (1)

The weighted average units outstanding exclude the general partner unit issued. Based on the terms of the Limited Partnership Agreement, the holder of the general partner unit does not share equally in the income/loss of the Partnership but instead receives 0.001% of the net income/loss.

(2)

The weighted average units outstanding and net income/(loss) per unit for all periods presented have been adjusted to reflect the November 15, 2012 unit consolidation, which resulted in a 1,618,160 reduction in the limited partnership units outstanding.

(3)

The financial information is reported in Canadian dollars and has been prepared in accordance with IFRS.

ANALYSIS OF FINANCIAL PERFORMANCE During the three months ended March 31, 2017, and March 31, 2016, the Partnership did not recognize any revenue relating 4

to land sales and incurred no cost of sales. The Partnership is not expected to generate significant revenues, except when the Ottawa Property is sold. Total other expenses increased by $11,205 from $212,771 at March 31, 2016, to $223,976 at March 31, 2017. The change was mainly due to a decrease in office and other expenses of $9,291 due to a one-time property maintenance expense incurred in 2016. This was offset by an increase of $10,936 in professional fees relating primarily to the Partnership engaging third party corporate secretary services that had previously been provided by WIGI for no additional charge and an increase of $9,560 for bad debt expense relating to amounts due from WIGI for lease income. The bad debt expense has been recorded as WIGI filed and received protection under CCAA on April 28, 2017. These amounts have been stayed and the Partnership will need to file a claim as an unsecured creditor. If WIGI is successful in its restructuring, and as new information becomes available indicating that the Partnership will recover the amounts owing, the allowance will be reversed up to the amount of the impairment. There is no assurance that WIGI’s restructuring plan will be successful or sufficient for the Partnership to recover the full amount of the receivable, if at all. Overall, the Partnership is performing consistent with the Partnership’s intention of holding its interest in the Ottawa Property as an investment until the Ottawa Property is sold.

ANALYSIS OF FINANCIAL CONDITION The Partnership’s total assets decreased by $62,662 from $16,069,076 at December 31, 2016, to $16,006,414 at March 31, 2017, due to a reduction in cash of $64,436, a reduction in accounts receivable of $10,950, offset by an increase in land of $2,353 and increase in prepaid expenses of $6,184. The decrease in cash is due to the Partnership using the cash reserves to pay for concept planning costs and operational expenses. The increase in land is discussed further below. The increase in pre-paid relates to the interim property tax payments for 2017 and the increase in accounts receivable relates to the accrual of the first quarter 2017 rental income. The Partnership’s total liabilities increased by $156,398 from $1,088,115 at December 31, 2016 to $1,244,513 as at March 31, 2017 due to the management fees of $166,470 payable to WIGI being accrued for the period.

LAND Land has increased by $2,353 from $15,322,808 as at December 31, 2016, to $15,325,161 as at March 31, 2017. The increase is due to expenditures for concept planning costs, and managed services fees and services fees from WDM being capitalized during the period. The amount of concept planning work has decreased over the last few years as management awaits a decision from the OMB. At least once every two years the valuation of the Ottawa Property is performed by a qualified third party valuator. The last third party appraisal was completed as at December 31, 2015 and no independent appraisal was obtained for the year-ended December 31, 2016. Management of the General Partner are responsible for determining the fair value of the Ottawa Property, including verifying all major inputs included in the determination of the fair value of the Ottawa Property. As part of management’s assessment, management identifies whether there are any comparable market transactions or other risks such as changes in zoning requirements that may impact the fair value of the Ottawa Property that have occurred during the year. As part of this assessment management did not identify any changes in market conditions, or other risks, which would indicate a significant change in the underlying inputs and assumptions used to determine fair value of the Ottawa Property as at December 31, 2015. In applying this valuation method, the fair value of the remaining Ottawa Property as at December 31, 2016, has not changed from December 31, 2015, and was estimated to be approximately $25,750,000. Further information on the determination of fair value can be found in Note 5 to the Financial Statements.

TRANSACTIONS WITH RELATED PARTIES The related party transactions and balances have been described in Note 5 of the Financial Statements. WIGI and WDM are related to the General Partner of the Partnership by virtue of the fact that they are subsidiaries of Walton Global. On April 28, 2017, WIGI and the general partner of WDM applied for and received CCAA protection from the Court, which includes a stay of proceedings on WDM. All transactions entered into with related parties during the period were under 5

terms and conditions agreed upon between the parties. The following are the significant transactions that have occurred with the related parties during the period. 

The Partnership incurred management fees during the three months ended March 31, 2017 of $166,470 (March 31, 2016 - $166,470) for ongoing management and administrative services provided by WIGI to the Partnership in accordance with the terms of the management services and fee agreement between WIGI and the Partnership (the ‘Management Services and Fee Agreement’). The management fee is calculated as 2% of $33,294,000, being the net proceeds raised by the Partnership under the initial public offering which closed in February 2010 (the ‘IPO’) and private placement which closed in March 2010 (the ‘IPO and Private Placement’) IPO and Private Placement, less offering costs. As the Court has provided a stay on the Partnership’s assets and liabilities, the amounts of $1,252,858 due to WIGI as at April 28, 2017 are stayed. Under the stay, WIGI is required to continue to provide services as manager the Partnership. For management services provided subsequent to April 28, 2017, WIGI will be paid with funds from the refundable expense reserve.



As part of the Concept Planning Services Agreement with WIGI and WDM, during the three months ended March 31, 2017, WDM charged $1,874 (March 31, 2016 - $1,874) for services conducted internally by WDM, which is provided at a rate of $25/acre per year. The total services fees incurred during 2017 were consistent with the terms of the Concept Planning Services Agreement and management’s expected use of funds. These expenses are capitalized as part of land. As at April 28, 2017, the balance outstanding to WDM was $2,311 and under the Court order is stayed. Services provided subsequent to April 28, 2017 will be paid out of the refundable expense reserve.



In addition, for the services, with respect to the Ottawa Property, coordinated and managed by WDM, during the three months ended March 31, 2017, a managed service fee of $44 (March 31, 2016 - $248) was charged. WDM is entitled to receive a fee in an amount equal to 10% of the fees paid to outside consultants engaged by WDM in relation to such Managed Services. These services are capitalized as part of land. The quarter over quarter decrease in managed services was due to a decrease in the concept planning work performed during 2017 compared to 2016.



During the three months ended March 31, 2017, the Partnership paid $25,575 (March 31, 2016 - $25,575) to independent directors of the General Partner. The independent directors are paid quarterly in advance, and the amount of compensation is fixed over the life of the Partnership.

SUMMARY OF QUARTERLY RESULTS A summary of operating results for the past eight quarters is as follows: Three months ended(3)

Total assets ($) Total liabilities ($) Total equity ($) Total revenue ($) Total expenses ($) Net and Comprehensive loss ($) Weighted average units outstanding(1)(2) Basic and diluted net loss per unit ($) Limited partnership units outstanding – end of period

March 31, 2017 16,006,414

December 31, 2016 16,069,076

September 30, 2016 16,095,111

June 30, 2016 16,123,143

March 31, 2016 16,174,499

December 31, 2015 16,208,404

September 30, 2015 16,254,630

June 30, 2015 16,271,910

1,244,513

1,088,115

909,458

738,900

590,082

416,451

275,859

99,195

14,761,901

14,980,961

15,185,653

15,384,243

15,584,417

15,791,953

15,978,771

16,172,715

4,916

4,984

5,081

5,279

5,235

7,325

5,236

6,063

(223,976)

(209,676)

(203,671)

(205,453)

(212,771)

(194,143)

(199,180)

(212,576)

(219,060)

(204,692)

(198,590)

(200,174)

(207,536)

(186,818)

(193,944)

(206,513)

1,961,840

1,961,840

1,961,840

1,961,840

1,961,840

1,961,840

1,961,840

1,961,840

(0.11)

(0.10)

(0.10)

(0.10)

(0.11)

(0.10)

(0.10)

(0.11)

1,961,840

1,961,840

1,961,840

1,961,840

1,961,840

1,961,840

1,961,840

1,961,840

Notes: (1)

Weighted average units outstanding exclude the general partner unit issued. Based on the terms of the Limited Partnership Agreement, the holder of the general partner unit does not share equally in the income/loss of the Partnership but instead receives 0.001% of the net income/loss.

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(2)

The weighted average units outstanding and net income/(loss) per unit for all periods presented have been restated to reflect the November 15, 2012 unit consolidation, which resulted in a 1,618,160 reduction in the limited partnership units outstanding.

(3)

The financial information is reported in Canadian dollars and has been prepared in accordance with IFRS

Total assets have consistently been lower than the previous quarters due to the depletion of cash reserves for payment of operating expenses. The costs capitalized to land are significantly less than the overall cash reduction, resulting in a net decrease in total assets. Management fees have accrued from June 2015 until March 31, 2017, and were not paid to WIGI in accordance with the payment terms. The Partnership intended on paying WIGI once the Ottawa Property was sold. This resulted in the amount due to related parties, and consequently total liabilities, increasing each quarter with the accrual of management fees. Subsequent to March 31, 2017, on April 28, 2017, the General Partner filed for creditor protection under CCAA. As a result, amounts payable to WIGI of $1,252,858 have been stayed. Amounts incurred on management fees after this date, will be paid from the refundable expense reserve. Total expenses are higher for the second quarter of 2015 as the Partnership incurred servicing fees of $7,675. Since then, in accordance with the Management Services and Fee Agreement, no servicing fees have been recorded. Expenses in the first quarter of 2016 are higher due to a one-time maintenance fee of $8,304 relating to the Ottawa Property and are higher in the first quarter of 2017 due to the Partnership engaging third party corporate secretary services for $9,000 per quarter and due to an allowance of $9,560 recorded on amounts due from WIGI.

SUPPLEMENTAL INFORMATION Liquidity and Capital Resources The Partnership’s capital consists of partners’ equity and the refundable expense reserve. The Partnership’s objectives when managing capital are to: i)

ensure adequate capital is retained by the Partnership to fund the ongoing operations of the Partnership;

ii)

ensure that the Partnership is able to meet all obligations relating to the entity and the management, concept planning and sale and the development of the land; and

iii) maximize the rate of return to Limited Partners. The Partnership manages the capital structure by using short and long term cash flow projections to determine that the amount of cash available to meet on-going obligations is either retained by the Partnership or is available through agreements with related parties. There were no changes to the way the Partnership defines capital, its objectives, and its policies and processes for managing capital from the prior fiscal year. The Partnership has the following sources of capital to finance its operations: i) Of the aggregate gross proceeds raised under the IPO and the Private Placement, approximately 17.9% ($6.4 million) was set aside by the Partnership in a refundable expense reserve. This reserve will be used to fund the Partnership’s ongoing administrative and operating expenses (including the disclosure costs, accounting, audit and legal expenses, investor communications costs and directors’ fees), and for any concept planning costs incurred with respect to the Ottawa Property. The balance of the refundable expense reserve at March 31, 2017, was $670,039 (December 31, 2016 - $734,475). The funds set aside in the refundable expense reserve for management fees were depleted as of June 30, 2015. From June 30, 2015 to March 31, 2017, the management fees payable to WIGI were accrued and not paid. The Partnership intended to pay WIGI from the proceeds from the sale of the Ottawa Property. On April 28, 2017, the Court provided a stay of proceedings on the Partnership’s assets and liabilities, including $1,252,858 due to WIGI. WIGI is required to continue to provide services as manager of the Partnership under the Court order. For management services provided subsequent to April 28, 2017, WIGI will be paid with funds from the refundable expense reserve.

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ii)

The Partnership has also entered into a funding agreement with WIGI (the “Funding Agreement”), pursuant to which WIGI will fund up to a maximum of $1,790,000, (being 5% of the gross proceeds raised by the Partnership in connection with the issuance of units under the IPO and Private Placement), as a loan for the ongoing administrative and operational costs of the Partnership. This loan shall bear interest at an annual interest rate equal to prime. On April 28, 2017, WIGI filed and obtained creditor protection under CCAA. There is no guarantee that WIGI will be able or have the ability to provide funding under the funding agreement if the refundable expense reserve was fully depleted. As part of the SISP, the Partnership may obtain financing from a third party to cover the ongoing expenses if the refundable expense reserve is fully depleted.

Management regularly reviews the levels of its cash reserves to determine if sufficient cash is available to fund the operating costs, concept planning costs, and management expenses that the Partnership expects to incur over the next twelve months. The refundable expense reserve is sufficient to cover the entities expected operating costs and concept planning costs for the next 12 months, including the additional SISP charges described above. As at March 31, 2017, no funds have been advanced under the terms of the Funding Agreement. Cash Requirements The following table presents future commitments of the Partnership under the Management Services and Fee Agreement, and the Concept Planning Services Agreement. The Partnership will continue to accrue the management fee until the Ottawa Property is sold. The WDM services fees payable pursuant to the Concept Planning Services Agreement are payable monthly until the final distribution. Management fee $

WDM Services $

Total $

2017

499,410

5,623

505,033

2018

665,880

7,497

673,377

2019

665,880

7,497

673,377

2020

665,880

7,497

673,377

665,8802

7,4971

673,377

3,162,930

35,911

3,198,541

Thereafter Notes: 1 - Commitments for WDM Services will extend for the length of the project. 2 - The management fees will continue until the Partnership is dissolved.

The Partnership’s intention is to meet short-term liquidity requirements through cash from the refundable expense reserve. Upon the refundable expense reserve being depleted, the Partnership will need to obtain funding through the use of the Funding Agreement with WIGI or by obtaining alternative financing with a third party lender Sources and uses of cash The Partnership’s primary use of capital includes paying operating expenses and concept planning costs. The Partnership believes that the cash available within the refundable expense reserve will be sufficient to cover the Partnership’s normal operating expenditures for the next twelve months. The following table summarizes the Partnership’s cash flows from (used in) operating, and financing activities as reflected in the Statement of Cash Flows for the three months ended: For the three months ended March 31, 2017 Cash flows from/(used in) operating activities

(58,502) (5,934)

Cash flows from/(used in) investing activities

March 31, 2016 (41,125) (4,039)

Cash required for operating cash flows are higher for the three months ended March 31, 2017, compared to the same period of 2016 as the Partnership settled accounts payable and accrued liabilities with cash on hand.

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The cash flows from investing activities consist of concept planning costs incurred on the land. During the three months ended March 31, 2017, there were more costs incurred relating to concept planning expenditures than in the same period of 2016. The overall amount of concept planning work has decreased over the last few years as management awaits a decision from the OMB. Off-Balance Sheet Arrangements There were no off-balance sheet arrangements as at March 31, 2017. Financial Instruments The Partnership's financial instruments consist of accounts receivable, due from related party, cash, accounts payable and accrued liabilities and amounts due to related parties. Accounts receivable, due from related party, and cash have been classified as loans and receivables, and are carried at amortized cost using the effective interest rate method. Accounts payable and accrued liabilities and amounts due to related parties have been classified as other financial liabilities, and is carried at amortized cost using the effective interest rate method. The fair value of these financial instruments approximates their carrying value due to the short-term nature of these items. Although it is management’s opinion that the financial instruments of the Partnership do not give rise to significant credit, interest or currency risk, the Partnership is exposed to liquidity risk. Liquidity risk arises from the possibility that the Partnership will encounter difficulties in meeting its financial obligations as they become due. The funds set aside in the refundable expense reserves would not be sufficient to cover the outstanding management fees if WIGI was to demand repayment of those fees. If WIGI was to demand repayment of those fees, the Partnership would not be able to meet its financial obligations as they became due. The Partnership may need to obtain financing from a third party lender to cover the ongoing obligations of the Partnership until the Ottawa Property is sold. The Partnership manages its liquidity risk by monitoring the adequacy of its capital resources and by managing cash receipts and payments as discussed above. Refer to “Analysis of Financial Condition” for the Partnership’s plan for settling existing liabilities. Outstanding Units As of the date of this MD&A, the Partnership had 1,961,840 limited partnership units outstanding.

CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amount of assets, liabilities and equity at the date of the financial statements and the reported amount of revenues and expenses during the year. The estimates and assumptions which have the most significant effect on the financial statements and note disclosures are related to the fair value of land, which is determined using a market approach using comparable market data through the use of an independent valuator to assess the value ‘as is’. This requires management to use its judgment to assess the ‘highest and best use’ of the investment property. Changes in these estimates and assumptions could cause the actual results to differ materially from those estimates. There were no significant changes in estimates during the period ended March 31, 2017.

FUTURE CHANGES IN ACCOUNTING POLICY Financial instruments IFRS 9 Financial Instruments (“IFRS 9”)(July 2014) replaces earlier versions of IFRS 9 that had not yet been adopted by the Partnership and supersedes IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 introduces new models for classification and measurement of financial instruments, hedge accounting and impairment of financial assets and is mandatorily effective for periods beginning on or after January 1, 2018. The Partnership continues to review the standard as it is updated and monitor its impact on the Partnership’s financial statements.

Revenue IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) was issued in May 2014 by the IASB and supersedes IAS 18 Revenue, IAS 11 Construction Contracts and other interpretive guidance associated with revenue recognition. IFRS 15 provides a single model to determine how and when an entity should recognize revenue, as well as requiring entities to 9

provide more informative, relevant disclosures in respect of its revenue recognition criteria. IFRS 15 is to be applied retrospectively or through the recognition of the cumulative effect to opening retained earnings and is effective for annual periods beginning on or after January 1, 2018, with earlier application permitted. The Partnership is currently evaluating the impact that IFRS 15 may have on the financial statements.

CORPORATE GOVERNANCE Board of Directors The mandate of the Board of Directors is to oversee the management of the business of the General Partner and the Partnership, with a view to maximizing the Partnership’s unit-holder value, and ensuring corporate conduct in an ethical and legal manner through an appropriate system of corporate governance and internal control processes and procedures. The Board of Directors currently consists of Jon N. Hagan, William K. Doherty and Michelle Cameron, with Mr. Doherty being the Chairman of the Board of Directors. Within the meaning of National Instrument 52-110 – Audit Committees (“NI 52-110”), Mr. Hagan is independent of management of the General Partner. Mr. Doherty and Ms. Cameron are not independent of management of the General Partner as Mr. Doherty is the President and Chief Executive Officer of the General Partner and Walton Global and the Chief Executive Officer of WIGI and Ms. Cameron is the Chief Financial Officer of the General Partner of the Partnership and Vice President, Corporate Reporting of WIGI. The Board of Directors facilitates its exercise of supervision over management of the General Partner through, among other things, the adoption by the Board of Directors of specific written mandates for the Board of Directors, the chair of the Board of Directors, the president and chief executive officer, the audit committee of the Board of Directors and the chair of the audit committee setting out certain rules of operation for and, responsibilities of, those groups or persons. The only standing committee of the Board of Directors is the audit committee (the “Audit Committee”), which consists of Mr. Hagan, Mr. Doherty and Ms. Cameron.

Personal Profiles Jon N. Hagan – Mr. Hagan has been the principal of JN Hagan Consulting since December 2000. He provides assistance to major corporations regarding real estate capital markets, and acquisition and disposition transactions covering situations in Canada, the United States of America, Mexico and China. Mr. Hagan is also a director and chair of the audit committee and a member of the executive committee of the board of directors of First Capital Realty Inc., which is a reporting issuer in Canada. He was formerly the chair of the board and of the compensation, nomination and governance committee, and on the audit committee, of Regal Lifestyle Communities Inc., which was a reporting issuer in Canada, from 2012 to 2015. He was formerly a director and chair of the audit committee and a member of the human resources, corporate governance and investment committees of Bentall Kennedy Group from 2001 to 2011. He was a trustee of Sunrise Senior Living Real Estate Investment Trust from 2004 to 2007, and was the chair of the audit committee thereof. He was the Chairman of Teranet Income Fund from 2006 to 2008. He was a director and on the audit committee of the board of directors of The Mills Corporation for the first three months of 2007 to assist in the sale of The Mills Corporation. Mr. Hagan is also on the board of directors and a member of the Audit Committee of the following reporting issuers within the Walton Group: Walton Big Lake Development Corporation, being the general partner of Walton Big Lake Development L.P.; Walton Edgemont Development Corporation; and Walton Westphalia Development Corporation. Mr. Hagan has held a number of executive finance positions in the real estate industry, beginning with Oxford in the 1970s. His career took him to Cambridge Shopping Centres in 1980, where he eventually became Senior Vice-President, Corporate Group and Chief Financial Officer. He then joined the Empire Company Limited where he was Executive Vice-President, Finance and Corporate Development. From 1996 through 2000, he was Executive Vice President and Chief Financial Officer of Cadillac Fairview Corporation. Mr. Hagan's experience spans corporate strategy, corporate and real estate finance, real estate acquisition and disposition, compensation programs, computer systems, financial reporting, forecasting and budgeting. Mr. Hagan is a chartered accountant. He holds a BSc in Mechanical Engineering from the University of Saskatchewan and attended the Executive MBA program at the University of Alberta. 10

William K. Doherty – Mr. Doherty leads the Walton Group of Companies as Chief Executive Officer of Walton Global, and as an actively-involved director and executive with several Walton Group affiliates. Mr. Doherty has been central to the Walton Group's strategic direction, and expansion since the early 1990s, when he moved from the Walton Group's original Calgary base to Hong Kong to launch the Walton Group's Asian operations. He successively opened offices in Hong Kong, Singapore, Japan and Malaysia, which evolved into key factors in the W alton Group's growing success in land-based real estate projects. Upon returning to Canada in the late 1990s, Mr. Doherty led the recruitment of a growing team of knowledgeable professionals and expanded and diversified Walton's land portfolio. During the ensuing decade, in addition to its leading role in the Calgary market, the Walton Group established significant positions in the following strategic growth regions Alberta, Ontario, Arizona, California, Colorado, Florida, Georgia, Illinois, Maryland, North and South Carolina, Oklahoma, Tennessee, Texas and Virginia. Mr. Doherty has directed the ongoing expansion of the Walton Group's investment operations, launching USA and European operations and opening offices throughout North America. He is involved in developing the Walton Group's business relationships with leading international investment banks, broker-dealers, financial advisors and institutional investors. Mr. Doherty oversees the Walton Group's involvement in land-use planning and development having formed WDM, and recruiting experienced development industry leaders to key executive positions and launching major real estate development projects. Mr. Doherty directs an enterprise that has grown into a leading North American real estate investment and development group. The Walton Group administers assets over $5.5 billion CAD and nearly 105,000 acres of land, with a global presence and serves more than 96,000 investors and clients. Mr. Doherty is also on the board of directors and a member of the Audit Committee of the following reporting issuers within the Walton Group: Walton Big Lake Development Corporation, being the general partner of Walton Big Lake Development L.P.; Walton Edgemont Development Corporation; and Walton Westphalia Development Corporation. Michelle Cameron – Ms. Cameron is currently the Chief Financial Officer of the General Partner of the Partnership and Vice President Corporate Reporting of WIGI. Prior to joining Walton, Ms. Cameron was a Senior Manager with PricewaterhouseCoopers (“PwC”) and was with PwC for over 13 years, primarily in the Audit & Assurance Practice. Ms. Cameron is a member of the Chartered Professional Accountants of Alberta. She holds a Bachelor of Commerce degree from the University of Saskatchewan. Ms. Cameron is also on the board of directors and a member of the Audit Committee of the following reporting issuers within the Walton Group: Walton Big Lake Development Corporation, being the general partner of Walton Big Lake Development L.P., Walton Edgemont Development Corporation; and Walton Westphalia Development Corporation.

Compensation The Partnership has agreed to pay to each of the directors who are “independent” within the meaning of NI 52-110, an annual retainer of $50,000 per year, paid quarterly in advance. This amount was determined by the General Partner and the directors. The executive officers of the General Partner do not receive any compensation from the General Partner or the Partnership.

Orientation and Continuing Education New directors will attend a briefing with existing directors on all aspects of the nature and operation of the Partnership’s business from the existing directors and the senior management of the General Partner. Directors will be afforded the opportunity to attend and participate in seminars and continuing education programs and are encouraged to identify their continuing education needs through a variety of means, including discussions with senior management of the General Partner and at meetings of the directors. Outside experts may be retained, as appropriate, to provide directors with ongoing education on specific subject matters.

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Nomination of Directors The original members of the Board of Directors were appointed by the shareholder of the General Partner. If and when a director resigns, the remaining directors will identify a new director with a view to ensuring overall diversity of experience and skill. The new director may be appointed by the remaining directors or by the shareholder of the General Partner.

Assessments The directors will regularly assess themselves with respect to their effectiveness and contribution.

Audit Committee The primary function of the Audit Committee is to assist the Board of Directors in fulfilling their responsibility of oversight and supervision of the General Partner’s and the Partnership’s accounting and financial reporting practices and procedures, the adequacy of internal controls and procedures, and the quality and integrity of its financial statements. In addition, the Audit Committee will be responsible for directing the auditors’ examination of specific areas, for the selection of the General Partner’s and the Partnership’s independent auditors and for the approval of all non-audit services for which its auditors may be engaged, including the fees for such services. The Audit Committee currently consists of Michelle Cameron, Jon N. Hagan and William K. Doherty. Each member of the Audit Committee is financially literate, meaning that each has the ability to read and understand a set of financial statements that present the breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the financial statements of the Partnership. Mr. Hagan is “independent” as contemplated by NI 52-110, while Mr. Doherty and Ms. Cameron are not.

Ethical Business Conduct Directors who have, or may be reasonably perceived to have, a personal interest in a transaction or agreement being contemplated by the Partnership are required to declare such interest at any meeting at which the matter is being considered and, where appropriate, leave the meeting during the discussion and abstain from voting on such matter. The directors encourage and promote a culture of ethical business conduct by expecting each director, as well as the officers of the General Partner, to act in a manner that exemplifies ethical business conduct. The Partnership has established a Code of Business Conduct and Ethics to which all directors, officers and employees of the General Partner are required to adhere. This code requires that all such individual’s conduct themselves in a professional and ethical manner, and that they must not condone or encourage unethical conduct. This code also requires that any individuals who are aware of dishonest activities or conduct to report the conduct to the President and CEO of the General Partner.

Whistleblower Policy The Partnership has established a Whistleblower Policy to ensure the integrity of the accounting records and financial statements of the Partnership and its compliance with applicable laws. Under the whistleblower policy, any employee who becomes aware of any questionable accounting, internal accounting controls, auditing matters or potential violations of law are encouraged to contact their immediate supervisor, their immediate supervisor’s manager, or the President.. Employees also have the option of reporting such matters directly to the chair of the Audit Committee or the chair of the Board of Directors of the General Partner. Appropriate procedures are then undertaken to ensure that the report is promptly and thoroughly investigated. R I S K F A C TO R S Risks Associated with the CCAA Proceedings The application under CCAA could adversely affect the Partnership’s business and operations. As long as the CCAA proceedings continue, senior management of WIGI and management of the General Partner will be required to spend a significant amount of time and effort dealing with the restructuring instead of focusing exclusively on business operations. 12

Prolonged continuation of the CCAA process will also make it more difficult to attract and retain management and other key personnel necessary for the viability of the Partnership’s business. In addition, the longer the CCAA proceedings continue, the more likely it is that the Partnership’s customers, suppliers, contractors and employees will lose confidence in the Partnership’s ability to successfully restructure the Partnership’s business and seek to establish alternative commercial relationships. In order to successfully emerge from CCAA creditor protection as a viable entity, the Partnership must develop, and obtain requisite Court and creditor approval of, a viable restructuring plan. This process requires the Partnership to meet certain statutory requirements with respect to soliciting and obtaining appropriate bids under the SISP, as well as creditor acceptances of the SISP. The Partnership may not receive the requisite approvals under the SISP. Even if the requisite creditor approvals of the SISP are received, the Court may not approve the SISP recommendations. Under CCAA, the Court must determine whether, among other things, the SISP is fair and reasonable. If the SISP recommendation is not approved by the Court, it is unclear whether the Partnership would be able to reorganize its business and what, if any, distributions holders of claims against the Partnership would receive with respect to their claims. If an alternative restructuring could not be agreed upon, it is possible that the Partnership would have to file for bankruptcy and liquidate its assets, in which case it is likely that holders of claims would receive substantially less favorable treatment than they would receive if the Partnership was to emerge as a viable entity. The opportunity for any recovery by the unit holders of the Partnership’s units under the SISP is uncertain and the Partnership’s units may be cancelled without any compensation pursuant to such restructuring plan. Risk the Partnership may not continue as a going concern Due to the risks and uncertainties associated with proceedings under CCAA, the Partnership cannot predict the final outcome of the SISP or the potential impact on its business, financial condition or results of operations. Although the CCAA proceedings, if approved by the Court, allow the Partnership to stabilize operations, it is not possible to predict the outcome of these proceedings or to have any assurance that the Partnership will be successful in the restructuring process. Accordingly, there is significant doubt as to whether the Partnership will be able to continue as a going concern. The Partnership’s ability to continue as a going concern is dependent on its ability to successfully conclude the SISP, and restructure its obligations in a manner that allows it to obtain creditor and Court approval under the CCAA. Even if the Partnership is able to emerge from the CCAA proceedings, there can be no assurance as to the long term viability of all or any part of the enterprise or the Partnership’s ability to continue as a going concern. If the Partnership is unable to obtain financing, or recommence operations, or fails to successfully implement a SISP then the Partnership will not be able to continue as a going concern and would be forced into bankruptcy, and liquidation of all of its assets. Risks of Real Property Ownership Real estate investments are generally subject to varying degrees of risk depending on the nature of the property. Such risks include the highly competitive nature of the real estate industry, changes in general economic conditions (such as inflation, commodity prices and currency value), financial markets for the availability and cost of mortgage funds, local conditions (such as the supply of office, industrial, retail space, warehousing or the demand for new housing in the area), government regulation and changes therein (such as planning policy, zoning, taxation of property and environmental legislation), changes in governments and the political environment in the applicable jurisdictions and the attractiveness of the property to potential purchasers and developers. In addition, each segment in the real estate development industry is capital intensive and is typically sensitive to interest rates and general economic conditions. The income generated by real estate properties, if any, is dependent upon general economic conditions and, accordingly, the return in investment may be affected by changes in those conditions. There is also no assurance that the Ottawa Property can be expected to be developed profitably by a third party developer that may wish to acquire the Ottawa Property. Economic conditions also may affect the municipalities and their ability and willingness to fund infrastructure projects necessary to support development. The market for real property can be affected adversely by economic factors, which may be regional, national or international in scope. The real estate market in Canada, like other countries, is cyclical in nature and can be subject to volatility and/or weakening market trends. Although development adjacent and in proximity to the Ottawa Property is continuing and the local market demand remains relatively stable, the 2008 and 2009 recession which impacted Canada and the United States, for example, has affected the availability of debt financing for real estate projects. Current policy and proposed amendments to Ottawa’s Official Plan which governs where new housing, industry, offices and shops are located, what services like roads, watermains, sewers, parks and schools will be needed and when, and in what order, parts of your community will grow, may also affect the 13

land uses proposed for the Ottawa Property. The cyclical nature of real estate, a limited availability of debt financing, potential softening of local market trends, etc. singularity or the combination of factors may result in the development of the Ottawa Property not being carried out as originally envisioned affecting the length of time the Partnership will be required to hold the Ottawa Property and the potential purchase price paid for the Ottawa Property when it is eventually sold. The Partnership will be required to make certain expenditures in respect of its activities, including, but not limited to, the payment of property taxes, maintenance costs, insurance costs and related charges, regardless of whether the Ottawa Property is producing sufficient income to service such expenses. If the Partnership is unable or unwilling to meet such payment obligations, losses could be sustained as a result of the exercise by creditors of rights of foreclosure or sale. Regulatory Approvals The desirability of the Ottawa Property to potential developers who may wish to acquire it from the Partnership will depend on the ability to obtain amendments to municipal plans, approvals for zoning and subdivision plans and other approvals from municipal and provincial government agencies through the efforts of WDM. For example, for the Ottawa Property to be attractive for development by a future developer, the Partnership and WDM may choose to update municipal plans and zoning designations to fit market conditions and obtain other associated required approvals. The process of obtaining such approvals may take a significant period of time and the costs of holding the Ottawa Property will accrue while regulatory approvals are being sought. There are no assurances that any such amendments or approvals or any appeals to any decisions made in connection therewith will be obtained or will be successful or obtained in a manner that is acceptable to the Partnership or future developers of the Ottawa Property, including that no conditions will be attached to any approval that are not acceptable to the Partnership or such developers. There is also a possibility that additional approvals to those described above may be necessary due to new legislation or for other reasons. Failure to obtain acceptable approvals in a timely manner could have a significant negative effect on the value of the Ottawa Property. In addition, there is always the potential for the discovery of archaeological sites on the Ottawa Property, which may require the Partnership to preserve the site at its expense and refrain from developing all or a portion of the Ottawa Property. Funding Agreement In the event that WIGI is unable to provide funding under the Funding Agreement to the Partnership or the obligations of WIGI under the Funding Agreement terminate, the Partnership will have to find other sources of funding to finance their ongoing costs and expenses, which other sources of funding may not be available or may not be available under terms that are acceptable to the Partnership. The inability of the Partnership to obtain adequate funding for its operations could have a material adverse effect on the Partnership and the value of the Ottawa Property. Environmental Matters and Other Concerns There can be no assurances that environmental contamination will not result on the Ottawa Property from any activity on, or occupation of, the Ottawa Property or farming, other operations or other occupation on adjacent parcels of land. There can be no assurances that if such environmental contamination does occur that it will not be significant or will not significantly reduce the value of the Ottawa Property. Under various environmental laws, ordinances and regulations, the current or previous owners or operators of the Ottawa Property, may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in the Ottawa Property. These costs could be substantial. Such laws could impose liability whether or not the Partnership knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of hazardous or toxic substances, or the failure to remove or remediate such substances, if any, or restrictions imposed by environmental laws on the manner in which the Ottawa Property may be operated or developed, could adversely affect the Partnership’s ability to sell lots from the Ottawa Property or to borrow using the Ottawa Property as collateral and also could potentially result in claims against the Partnership. Environmental laws provide for sanctions for non-compliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for release of, and exposure to, hazardous substances into the air. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances. The cost of defending against claims of liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims could be substantial.

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The Partnership may be subject to liability for undetected pollution or other environmental hazards against which it cannot insure, or against which it may elect not to insure where premium costs are disproportionate to the General Partner’s or WDM’s perception of relative risk. Political and Economic Climate The Province of Ontario, and more specifically, the City of Ottawa, presents social, economic and political conditions that are reasonably stable. However, these levels of government and the federal government could implement legislation and policies that would have an adverse effect on the value of the units. Examples of such policies are tax reform, zoning restrictions, land ownership restrictions, transportation policies, development moratoriums, annexation proceedings or other adverse economic and/or monetary policies. Finally, the Ontario economy may not attain levels of growth that it has achieved in the past and projections regarding future growth may not be accurate. Changes in Legislation and Policies There can be no assurances that provincial, county or municipal legislation will not be implemented or policies and frameworks will not be implemented by the applicable municipal bodies or other government regulators having jurisdiction over the Ottawa Property which places restrictions on the ability to develop the Ottawa Property or which generally has the effect of significantly reducing the value, or the potential value, of the Ottawa Property. Competition The Partnership competes with other investors, developers, and owners of other Ottawa properties for the sale of desirable real estate properties. Some of the commercial, retail and residential properties of the competitors of the Partnership are newer, better located or more developed than the Ottawa Property. Certain of these competitors have greater financial and other resources and greater operating flexibility than the Partnership. The existence of competing developers and owners could have a material adverse effect on the ability of the Partnership and WIGI to market the Ottawa Property, and could adversely affect the profitability of the Partnership. Single Asset The Partnership currently exists solely to complete entitlement, planning and eventual sale of the Ottawa Property. The Ottawa Property represents the only significant asset of the Partnership and, therefore, the Partnership’s financial performance will be directly tied to the value of the Ottawa Property.

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