Counsel of record
Therrien Couture Joli-Coeur LLP
Deeded Co-Ownership Chalet Platform
Founding Partner Briefing
Pioneer 01
Tremblant corridor
first acquisition wave
first acquisition wave
About CoChalet
CoChalet — a new standard for deeded co-ownership of luxury chalets in Quebec.
From 10% / approximately $132,500, a family acquires titled co-ownership of a $1.325M residence at the foot of Mont-Tremblant North — with five reservable weeks per year, hotel-grade operations, and the integrated CoChalet concierge app. Forty-eight months in build; first acquisition wave underway; public launch targeted September 2026.
Slogan: "Own It. Use It. Love It."
Where it stands now
1
Counsel + accounting
Me Michel Lebeuf (Associé · Chair of the Securities Group), TCJ. BDO on accounting. Phase 1 written opinion ~May 22, 2026 — the structural validation that gates downstream incorporation.
2
Entities
Halo Industries Inc. (NEQ 1171126064 — Justin Kausel + Scott Sawler) is the registered pre-incorporation holding co. CoChalet Holdings + Management + Hospitality + per-property SPV LP planned; incorporation triggers on the Phase 1 opinion.
3
Pioneer 01 acquisition wave
First three properties in the Tremblant corridor — 304 Cardinal (Ensemble Base, $1.325M), 370 MLT (Junior, $1.0M), third TBD.
4
Capital arc
Pioneer 01 totals $2.5M ($500K Seed at E-1 Holdings + $2M LP at the property level) plus a parallel debt facility for co-owner financing. This brief speaks to the Seed and LP entry points; later capital cycles are out of scope for the current conversation.
Where It Stands
Phase 1 opinion
Targeted on or about May 22, 2026
Stage
Pre-Phase-1 · first acquisition wave
Corridor
Tremblant, Quebec
Apex entity
Halo Industries Inc. (registered)
Posture
Architecture put to counsel — not presented as settled
How the money moves
Accredited-LP returns and co-owner returns sit on separate sides of a legal wall. Here's the picture, lightened from the counsel-grade version in the Lebeuf brief.
Pioneer 01 · capital sources
Co-owner capital
Deeded stake
Each co-owner buys a titled percentage of one specific chalet under a Convention d'indivision. Quebec civil-code framework. Real estate, not a security claim.
Accredited LP equity
~50% of capital stack
Pioneer 01's $2M LP tranche. Tier-1 preferred position behind senior debt. Accredited-investor exemption.
Senior debt
Desjardins ~50% LTV
Quebec credit-union commercial mortgage, underwritten in parallel with the Phase 1 opinion. First charge on the property.
↓ all flow into ↓
E-4 · Property entity
CoChalet Real-Estate SPV LP
One per chalet. Holds the title. Receives all incoming capital + ongoing short-term rental revenue. CoChalet's GP sponsorship is $0 for Pioneer 01 — pure GP, no co-investment commingling.
↓ operating cash splits 3 ways ↓
Outflow 1 · operating
Property opex + debt service
Cleaning · platform · supplies · taxes · insurance + Desjardins mortgage. Standard for any short-term-rental real-estate operation.
Outflow 2 · intercompany
Service entities
E-2 Management + E-3 Hospitality bill the SPV for services rendered (CCQ 2098 prestataire de service). Routes operational fees into the operating-co stack.
Outflow 3 · LP returns
5-tier waterfall — distributable cash
What's left flows up to LP investors. Tier 1 = preferred return (simple non-compounding cum-CoC). IRR-based upper tiers trigger at terminal events only. This is the LP economics path.
⬛ §4.3 wall · CCQ 1018 first-sentence derogation · operating cash stops here ⬛
Co-owner economic returns · separately, on the other side of the wall
CO return 1 · in-kind
37 reservable nights/yr
Personal-use rights — the lived value of the chalet at a fraction of full-ownership cost.
CO return 2 · market
Appreciation at resale
Real-estate market exposure realized when the deeded percentage is resold — property-law incident, not enterprise-derived profit.
CO return 3 · tax
Tax efficiency
Quebec titled ownership — capital-gains treatment at resale; ETA Schedule V exempt-supply on the deeded interest.
CO return 4 · contingent
Governance-allocated payments
From secondary-market resale spread or refinancing events — paid per convention, not from operating cash.
Why the wall matters · the doctrinal anchor
The wall is what keeps the deeded co-ownership treatment outside the investment-contract analysis — LP investors take operating-cash returns through the waterfall; co-owners take property-law-incidental returns through use, appreciation, tax, and governance allocations. Separate streams, separate legal characters. Doctrinal anchor — CCQ 1018 first-sentence derogation · CCQ 1010-1037 indivision · CCQ 2693 acte en minute — lives in the Lebeuf brief at counsel-grade depth. Happy to walk it on Day 2.
Red Line / Outsider
You translated Guardiola's geometric soccer tactics into tennis — finding the form the substance required, building from underneath.
CoChalet's last 48 months have been the same kind of work applied to deeded co-ownership: 25 model versions on the financial side; Quebec civil-law architecture worked through with TCJ (CCQ 1010-1037 Convention d'indivision · §4.3 self-override · 30-year management contract); the not-an-investment-contract reading anchored on Pacific Coast Coin / Howey. The structure isn't unusual for its own sake — it's the form the substance required.
What's at the structural edge right now: the May 22 Phase 1 opinion. After it lands, the operational edge starts.
The picture for you
Three frames you might consider, plus a hybrid. The right shape — if any — comes from the visit, not from the document.
A
Founding partner
The Seed raise (~$500K, E-1 Holdings tranche) is the operating-company "skin in the game" layer — pre-incorporation legal + accounting + tech + team scaling + working capital. Participation levels from $50-150K (advisor-style decision-rights + cap-table naming) up to the full $500K (co-anchor founding role · full board seat · structural decision-rights). Vesting 4-yr / 1-yr cliff; decision-rights vest faster than equity.
B
HNW investor (alternative)
The E-4 SPV LP — Pioneer 01 has $2M LP capacity across the first 3 properties. Tier-1 preferred position in a 5-tier per-property waterfall, behind senior debt only (Desjardins 50% LTV). Simple non-compounding cumulative cash-on-cash preferred return; accrues through the hold. Final terms + rate range live in the under-NDA set post-Phase-1.
C
Advisor / Red-Line coach (alternative)
Lighter touch — 0.5-1.0% advisor equity, 2-yr vest. Quarterly calls + ad-hoc introductions. Specific asks: 90-min Red Line working session applied to CoChalet's next 90 days · introductions through your sponsor + operator network · outsider-narrative review for the investor pitch.
D
Or some hybrid
Founding-partner equity + advisor seat. HNW LP slot + a founding-partner observer role. Hybrid is on the table — the right shape comes from the in-person conversation, not from this document.
The visit
1
Day 1 — Confidant + structural read
Reconnect. Walk the high-level briefing. Red Line / Outsider conversation — your methodology applied to where CoChalet's red line is now. Open question: does this hold up under your honest read?
2
Day 2 — Technical deep-dive
Walk this brief on whiteboard time. Entity structure + Pioneer 01 acquisition picture + capital-flow diagram. The Lebeuf brief (counsel-grade depth) on tablet for reference. Founding-partner exploration if alignment is there.
3
Day 3 — Decision
Which frame fits. Next steps + timing. Any introductions you'd extend after the visit.
+
What I bring
Printed briefings · tablet with the gated Lebeuf brief · whiteboard time · no clock.
Where I'd value your read
You've watched a lot of people build out of nothing. You know what's solid and what's brittle. The most useful thing you can do is the close-friend honest read — does this thing hold up? Where's it strong, where's it exposed, where would you push the red line if you were running it?
Whatever frame fits at the end of the visit — founding partner, capital partner, advisor seat, or just the read — comes from the conversation, not from this document.
This briefing is a confidential overview shared with a long-time friend and prospective founding partner. It is not an offer to sell or a solicitation of an offer to buy any security or interest, and it is not provided to solicit an investment. Any prospective participation — founding-partner equity, accredited-investor LP, or advisor role — would be subject to definitive documentation and to the recipient qualifying under applicable exemptions.
CoChalet · Founding Partner Briefing · 2026-05-14
Confidential — prepared for the named recipient only. Access is logged. Not for redistribution.
Counsel of record: Therrien Couture Joli-Coeur LLP — Me Michel Lebeuf, Associé · Chair of the Securities Group.
Confidential — prepared for the named recipient only. Access is logged. Not for redistribution.
Counsel of record: Therrien Couture Joli-Coeur LLP — Me Michel Lebeuf, Associé · Chair of the Securities Group.