* The investment is structured to take advantage of the write off of costs associated with acquisition and takeover of the property, new leasing and enhancement of existing leases, distribution of the partnership units, placement of mortgage financing, and the provision of various financial services. As well, a portion of the funds raised through this offering is dedicated to the costs of tenant leasehold improvements and building exterior and site refurbishing, which are subject to immediate, 100% write off. These write-offs are available to investors in accordance with several provisions of the Income Tax Act (Canada) to set off against their income from other sources, as well as from this partnership, in the early years of the project. Partnership income may also be partially offset throughout the life of the investment from Capital Cost Allowance deductions.

** Estimate based on the business model of Millennium III Capital Corporation and the operation of similar projects and properties. Certain statements contained in this investment summary constitute forward-looking statements. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “seek”, “propose”, “estimate”, “target”, “expect”, and similar expressions are intended to identify forward-looking statements. Such statements reflect Henley Properties II Limited Partnership’s current views with respect to future events and are subject to certain risks, uncertainties, and assumptions (known and unknown). Many factors could cause actual results, performance, or achievements to vary from those described. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this document as intended, planned, anticipated, sought, proposed, believed, estimated, targeted, or expected. Henley Properties II Limited Partnership does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by law.

Please refer to Item 10 of the Offering Memorandum for Risk Factors.