COMPLIANCE POLICY

Effective Date: July 23, 2026

1. Purpose

Toro Investments, Inc. (“Toro Investments,” “Tiinc,” “we,” “us,” or “our”) is committed to conducting its business lawfully, ethically, transparently, and with integrity.

This Compliance Policy describes the general principles that guide Toro Investments in its corporate activities, acquisitions, investments, business relationships, website communications, and management of portfolio interests.

Toro Investments expects its directors, officers, employees, representatives, consultants, and other persons acting on its behalf to comply with applicable laws and uphold the standards described in this policy.

2. About Toro Investments

Toro Investments, Inc. is a privately held holding company headquartered in Saint-Bruno-de-Montarville, Quebec, Canada.

Toro Investments manages a diversified portfolio of institutional-grade assets independently appraised at approximately CAD $26.7 million. The company pursues systematic acquisitions and value-add investment strategies supported by the performance of its subsidiaries and portfolio holdings.

Toro Investments is not, solely by operating this website or receiving a business inquiry, representing that it is a securities dealer, investment adviser, portfolio manager, financial institution, investment fund, or other regulated financial intermediary.

3. Scope

This policy applies generally to:

  • Toro Investments’ directors, officers, and employees;
  • Persons authorized to act on behalf of Toro Investments;
  • Corporate and investment activities undertaken by Toro Investments;
  • Acquisition, financing, partnership, and disposition activities;
  • Relationships with subsidiaries, portfolio companies, contractors, advisers, and service providers;
  • Communications made through the Toro Investments website; and
  • Business inquiries submitted to or reviewed by Toro Investments.

Subsidiaries and portfolio companies may maintain separate compliance policies appropriate to their businesses, industries, jurisdictions, and regulatory obligations.

4. Compliance With Applicable Laws

Toro Investments seeks to comply with all laws and regulatory requirements applicable to its operations and activities, including, where relevant, laws concerning:

  • Corporate governance;
  • Securities and capital raising;
  • Anti-money laundering and terrorist financing;
  • Economic sanctions;
  • Bribery and corruption;
  • Fraud and financial crime;
  • Privacy and personal information;
  • Taxation and financial reporting;
  • Competition and fair business practices;
  • Employment and workplace conduct;
  • Intellectual property;
  • Electronic communications;
  • Cybersecurity; and
  • Record retention.

The applicability of a particular law depends on the nature of the activity, transaction, entity, jurisdiction, and parties involved.

Where a regulatory obligation is unclear, Toro Investments may obtain advice from qualified legal, accounting, tax, compliance, or other professional advisers.

5. Securities and Investment Compliance

Nothing published on the Toro Investments website constitutes:

  • An offer to sell securities;
  • A solicitation of an offer to purchase securities;
  • A public or private securities offering;
  • A prospectus or offering memorandum;
  • Investment advice;
  • A recommendation concerning any security or investment;
  • A guarantee of investment performance; or
  • An invitation to participate in an investment opportunity.

Any securities offering, financing, investment, or capital-raising activity involving Toro Investments will be undertaken only:

  • In accordance with applicable securities laws;
  • Through appropriately authorized persons where required;
  • Under applicable prospectus or registration requirements or available exemptions;
  • Using appropriate transaction documents;
  • Following any required investor qualification and verification; and
  • Subject to legal, financial, tax, and compliance review considered appropriate for the transaction.

No person is authorized to offer an investment in Toro Investments through the website unless expressly authorized in writing by Toro Investments and legally permitted to do so.

6. Anti-Money Laundering and Terrorist Financing

Toro Investments does not knowingly participate in, facilitate, conceal, or assist:

  • Money laundering;
  • Terrorist financing;
  • The movement of proceeds of crime;
  • Fraudulent transfers;
  • Transactions intended to conceal beneficial ownership;
  • Transactions involving false identities or misleading documentation; or
  • Other financial crime.

Where reasonably appropriate to the nature and risk of a transaction, Toro Investments may take steps to:

  • Verify the identity of parties and authorized representatives;
  • Identify beneficial owners and controlling persons;
  • Understand the source and intended use of funds;
  • Review ownership and corporate structures;
  • Obtain supporting business or financial documentation;
  • Confirm the legitimacy and commercial purpose of a transaction;
  • Review unusual or unnecessarily complex arrangements;
  • Decline cash or other unusual payment methods;
  • Consult professional advisers; and
  • Refuse, suspend, or terminate a transaction where material concerns cannot be resolved.

Where Toro Investments or a particular activity is subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act or related regulations, Toro Investments will seek to comply with the applicable verification, recordkeeping, compliance-program, monitoring, and reporting obligations.

Nothing in this policy represents that Toro Investments is necessarily a FINTRAC reporting entity in connection with every activity it undertakes.

7. Sanctions Compliance

Toro Investments does not knowingly conduct or facilitate transactions prohibited by Canadian economic sanctions or related laws.

Depending on the nature and risk of a proposed transaction, Toro Investments may review:

  • The identity of counterparties;
  • Beneficial owners and controlling persons;
  • Countries and territories connected to the transaction;
  • The source and destination of funds;
  • Financial institutions and intermediaries involved;
  • The nature of the assets, products, or services concerned; and
  • Potential matches against applicable sanctions or restricted-party lists.

Toro Investments may delay, reject, freeze, suspend, or terminate an activity where required by law or where sanctions-related concerns cannot be reasonably resolved.

Compliance with the sanctions laws of another country does not necessarily establish compliance with Canadian sanctions requirements.

8. Anti-Bribery and Anti-Corruption

Toro Investments prohibits bribery and corruption in all forms.

No director, officer, employee, representative, consultant, intermediary, or other person acting on behalf of Toro Investments may directly or indirectly:

  • Offer, promise, give, request, or accept a bribe;
  • Provide an improper payment or benefit;
  • Attempt to improperly influence a public official or private party;
  • Use a third party to make an improper payment;
  • Provide an improper advantage to obtain or retain business;
  • Create false or misleading records to conceal a payment;
  • Maintain undisclosed accounts or funds;
  • Accept a secret commission or kickback; or
  • Make a facilitation payment prohibited by applicable law.

This prohibition applies to dealings with both public officials and private-sector parties.

Gifts, hospitality, travel, entertainment, donations, sponsorships, and other benefits must be lawful, reasonable, proportionate, accurately recorded, and not intended to improperly influence a decision.

9. Fraud Prevention

Toro Investments prohibits fraud, theft, embezzlement, forgery, misappropriation, false invoicing, manipulation of records, and other dishonest conduct.

Business records, valuations, expense claims, financial documents, due-diligence materials, invoices, and transaction information must not knowingly be falsified, concealed, or misleading.

Suspected fraud may result in:

  • Suspension of a transaction or relationship;
  • Internal or independent investigation;
  • Termination of employment or engagement;
  • Recovery proceedings;
  • Notification of insurers, financial institutions, regulators, or authorities; and
  • Civil or criminal proceedings where appropriate.

10. Conflicts of Interest

Directors, officers, employees, and persons acting for Toro Investments should avoid situations in which personal interests improperly interfere, or appear to interfere, with the interests of Toro Investments.

Potential conflicts may include:

  • A personal financial interest in a counterparty;
  • A family or close personal relationship affecting a business decision;
  • Receiving undisclosed compensation or benefits;
  • Using confidential information for personal benefit;
  • Competing with Toro Investments;
  • Directing a corporate opportunity to another person for personal gain; or
  • Participating in a decision without disclosing a material interest.

Actual, potential, or perceived conflicts should be disclosed promptly to the appropriate authorized representative of Toro Investments.

Toro Investments may require recusal, independent review, additional disclosure, transaction safeguards, or termination of the relevant arrangement.

11. Due Diligence and Business Relationships

Toro Investments may conduct risk-based due diligence before entering into or continuing a material investment, acquisition, financing, partnership, or supplier relationship.

Due diligence may include reviewing:

  • Identity and legal existence;
  • Corporate registration and good standing;
  • Ownership and beneficial ownership;
  • Management and authorized representatives;
  • Business activities and reputation;
  • Financial information;
  • Litigation, insolvency, or regulatory history;
  • Conflicts of interest;
  • Source and destination of funds;
  • Sanctions and politically exposed person risks;
  • Privacy and cybersecurity practices;
  • Material contracts and liabilities; and
  • Other information relevant to the proposed relationship.

Toro Investments may refuse to enter into or continue a relationship where requested information is not provided, appears unreliable, or raises material legal, ethical, financial, or reputational concerns.

12. Third Parties and Intermediaries

Toro Investments expects consultants, brokers, agents, advisers, contractors, service providers, and other intermediaries acting on its behalf to conduct themselves lawfully and ethically.

Third parties must not be used to perform an act that Toro Investments could not lawfully or ethically perform directly.

Depending on the nature of the engagement, Toro Investments may require:

  • Identity and ownership information;
  • References and qualifications;
  • Written agreements;
  • Defined services and compensation;
  • Confidentiality and privacy commitments;
  • Anti-bribery and sanctions representations;
  • Compliance certifications;
  • Appropriate invoicing and supporting records; and
  • Termination rights for compliance violations.

Compensation must be reasonable for legitimate services actually provided and must not be structured to conceal an improper payment or benefit.

13. Accurate Records and Financial Controls

Toro Investments seeks to maintain accurate and complete business and financial records in accordance with applicable legal, accounting, tax, and corporate requirements.

No person acting on behalf of Toro Investments may knowingly:

  • Create a false or misleading record;
  • Conceal the true nature of a transaction;
  • Maintain an undisclosed account or fund;
  • Approve an unsupported or fictitious payment;
  • Misclassify a payment or expense;
  • Alter or destroy a record to obstruct an investigation; or
  • Circumvent an established financial control.

Material transactions should be appropriately authorized and supported by documentation reflecting their legitimate business purpose.

14. Public Statements and Website Information

Public statements concerning Toro Investments, its assets, financial position, acquisitions, performance, or future plans must be made responsibly and through authorized channels.

Toro Investments seeks to ensure that public information is not knowingly false or misleading in a material respect.

Asset values, appraisals, estimates, historical results, and forward-looking statements may change over time and must not be interpreted as guarantees of future value or performance.

Website users should review the Website Terms of Service for additional disclaimers concerning investment information, asset valuations, and forward-looking statements.

15. Privacy and Confidentiality

Toro Investments seeks to handle personal and confidential information in accordance with applicable privacy laws, contractual obligations, and its Privacy Policy.

Personal or confidential information should be:

  • Collected only where reasonably required;
  • Used for legitimate and disclosed purposes;
  • Accessed only by authorized persons;
  • Protected using safeguards appropriate to its sensitivity;
  • Disclosed only where authorized or legally permitted;
  • Retained only for an appropriate period; and
  • Securely destroyed or anonymized when no longer required.

Individuals must not use confidential information obtained through Toro Investments for personal benefit or unauthorized purposes.

16. Cybersecurity and Information Systems

Toro Investments seeks to protect its website, communications, records, and information systems against unauthorized access, misuse, loss, disruption, and cyber threats.

Users and authorized representatives must not:

  • Share passwords or access credentials without authorization;
  • Circumvent security controls;
  • Install unauthorized or malicious software;
  • Access information without a legitimate business purpose;
  • Use Toro Investments’ systems for unlawful activity; or
  • Conceal a suspected cybersecurity incident.

Suspected phishing, credential theft, malware, unauthorized access, data loss, or other security incidents should be reported promptly.

17. Competition and Fair Business Practices

Toro Investments supports lawful and fair competition.

Persons acting on its behalf must not knowingly participate in:

  • Bid rigging;
  • Price fixing;
  • Market allocation;
  • Improper coordination with competitors;
  • False or materially misleading public representations;
  • Fraudulent marketing practices;
  • Theft or misuse of confidential competitor information; or
  • Other conduct prohibited by applicable competition laws.

Competitive information must be obtained through lawful and ethical means.

18. Tax Compliance

Toro Investments seeks to comply with applicable tax laws and reporting obligations.

Toro Investments does not knowingly participate in transactions intended to unlawfully evade taxes, conceal taxable income, fabricate deductions, misrepresent beneficial ownership, or create false tax records.

Legitimate tax planning may be undertaken with advice from qualified professionals, but must not depend on false information, sham transactions, or concealment.

19. Reporting Compliance Concerns

Questions or concerns regarding suspected misconduct, unlawful activity, conflicts of interest, fraud, bribery, sanctions, privacy, financial irregularities, or other compliance matters may be reported to:

Compliance Officer
Toro Investments, Inc.
Saint-Bruno-de-Montarville, Quebec, Canada
Email: toroinvestmentsinc@gmail.com
Telephone: +1 514-965-5410

Reports should include enough information to allow the matter to be reasonably assessed. Supporting documents may be provided where lawful and appropriate.

Sensitive identification documents, passwords, banking credentials, and other highly confidential information should not be sent through ordinary email unless a secure submission method has been arranged.

20. Confidentiality and Non-Retaliation

Toro Investments will seek to handle compliance reports discreetly and share information only with persons who reasonably require it to review, investigate, or respond to the matter.

Absolute confidentiality cannot be guaranteed where disclosure is required to conduct a fair investigation, protect affected persons, obtain professional advice, or comply with legal obligations.

Toro Investments prohibits retaliation against a person who, in good faith:

  • Reports a genuine compliance concern;
  • Requests compliance guidance;
  • Cooperates with an investigation; or
  • Refuses to participate in conduct reasonably believed to be unlawful.

Knowingly false, malicious, or bad-faith allegations are not protected and may result in appropriate action.

21. Investigations and Cooperation

Toro Investments may review or investigate suspected violations of this policy.

Persons acting on behalf of Toro Investments are expected to cooperate honestly with authorized investigations and preserve relevant records.

Depending on the circumstances, Toro Investments may:

  • Seek explanations and supporting documents;
  • Restrict access to systems or information;
  • Suspend a transaction or relationship;
  • Engage external legal, accounting, forensic, or other advisers;
  • Notify insurers, financial institutions, regulators, or law-enforcement authorities;
  • Take disciplinary or contractual action; and
  • Implement corrective measures.

Investigations will be conducted as fairly and confidentially as reasonably possible in the circumstances.

22. Violations

A violation of this policy may result in one or more of the following:

  • Additional training or supervision;
  • Removal from a transaction or decision;
  • Suspension or termination of access;
  • Disciplinary action;
  • Termination of employment, appointment, engagement, or contract;
  • Recovery of losses;
  • Referral to a regulator or law-enforcement authority; or
  • Civil or criminal proceedings.

The appropriate response will depend on the seriousness, circumstances, and applicable legal requirements.

23. Responsibility and Oversight

Toro Investments’ senior management is responsible for promoting a culture of lawful and ethical conduct and overseeing compliance measures appropriate to the company’s activities and risks.

The person with the highest authority within Toro Investments may act as the Compliance Officer unless responsibility has been assigned to another qualified person.

Compliance procedures may be reviewed and updated as Toro Investments’ operations, portfolio, transactions, technologies, and legal obligations evolve.

24. No Third-Party Rights or Guarantees

This policy is a general public statement of Toro Investments’ compliance principles.

It:

  • Is not a contract with website visitors or third parties;
  • Does not create a fiduciary or advisory relationship;
  • Does not guarantee that misconduct, error, loss, or regulatory risk will never occur;
  • Does not describe every internal control or procedure maintained by Toro Investments;
  • Does not waive any legal right, privilege, confidentiality protection, or defence; and
  • Does not replace transaction-specific agreements, regulatory requirements, or professional advice.

Toro Investments may apply additional or different compliance procedures depending on the circumstances of a particular activity or transaction.

25. Changes to This Policy

Toro Investments may update this Compliance Policy periodically to reflect changes to its:

  • Business activities;
  • Portfolio;
  • Risk profile;
  • Internal procedures;
  • Technologies; or
  • Legal and regulatory obligations.

The updated policy will be posted on the website with a revised effective date.

26. Contact Information

Questions concerning this Compliance Policy may be directed to:

Toro Investments, Inc.
Saint-Bruno-de-Montarville, Quebec, Canada
Email: toroinvestmentsinc@gmail.com
Telephone: +1 514-965-5410