Item - 2025.TA11.5

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved an investment of $3,500,000, structured as an unfunded guarantee of the repayment by the Company of a term loan made to it by Third-Party Credit Lender of no greater than 4 years length, subject to the following conditions:

a. Third-Party Credit Lender shall have agreed to lend to the Company not less than $3,500,000 as a working capital loan facility upon the terms described in the Confidential Attachment 1 – Direct Investment Request 2025.C (“Memo") to the report (July 4, 2025) from the Vice President, Impact Investing, Toronto Atmospheric Fund and upon such additional terms as may be consistent therewith as are approved by Vice President, Impact Investing; and

b. the terms of the Guarantee shall provide for a total return to TAF of no less than 3 percent per annum of the amount of the Guarantee through a combination of fees and warrant consideration, the aggregate value of which is to be determined by the Vice President, Impact Investing as meeting that requirement by using the methods set out in the Memo.

2.  Directed the Vice President, Impact Investing to implement the investment subject to the satisfaction of Toronto Atmospheric Fund’s solicitor.

3.  Directed that the confidential information contained in Confidential Attachment 1 to the report (July 4, 2025) from the Vice President, Impact Investing, Toronto Atmospheric Fund remain confidential in its entirety, as it contains commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to significantly prejudice the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

The Direct Investment Committee recommends an unfunded loan guarantee of $3,500,000 on the term loan portion of a $5,000,000 debt facility in a mass timber prefabrication housing construction company (Company). This investment is strongly aligned with Toronto Atmospheric Fund’s mandate to mobilize capital for low-carbon solutions and accelerate net-zero new construction. The proposed allocation complies with Toronto Atmospheric Fund’s investment policy and target portfolio.