MEDICAL FACILITIES CORPORATION

MEDICAL FACILITIES CORPORATION

OVERVIEW

Overview of U.S. Surgical Facilities Traditional Hospitals Full service facilities including emergency, intensive care, imaging, etc. 60% plus of hospitals not-for-profit Specialty Surgical Hospitals ( SSH ) Licensed to perform both inpatient and outpatient surgeries Most specialize in cardiac care, orthopaedics and general surgery ~160 centers Ambulatory Surgery Centers ( ASC ) Specialized facilities that only perform planned outpatient surgical procedures > 6,000 centers

How MFC Began Physician-owners seeking to: Dilute 100% interest in specialty surgical hospitals Leave control of facility in hands of practicing physicians Raise capital needed to grow business Monetize interest on favorable terms

MFC Original Partnership Black Hills Surgery Center (Rapid City) South Dakota Sioux Falls Surgical Center (Sioux Falls) Dakota Plains Surgical Center (Aberdeen) Rapid City Aberdeen Sioux Falls

Black Hills Surgery Center Location: Rapid City, SD Size: 50,000 ft 2 Specialties: Neurosurgery, Orthopaedics Operating rooms: 7 Overnight Rooms: 26 # of Physicians: 88

Sioux Falls Surgical Center Location: Sioux Falls, SD Size: 49,000 ft 2 Specialties: Orthopaedics, E.N.T. Operating rooms: 13 Overnight Rooms: 13 # of Physicians: 296

Dakota Plains Surgical Center Location: Aberdeen, SD Size: 13,000 ft2 Specialty: Orthopaedics Operating rooms: 3 Overnight Rooms: 8 # of Physicians: 86

Value Proposition Stakeholder patient Benefits Hotel-like environment at specialty surgical hospitals Enhanced patient experience Convenient & flexible scheduling surgeon payor Increased productivity Improved professional income Ownership stake Greater influence over facility s operations Best-in-class healthcare services Competitive rates Efficient billing procedures

U.S. Capital Market Environment IPO market experiencing significant tightening in number of new small cap listings Small businesses lacking access to additional capital or liquidity for shareholders through public market Mostly large cap companies listed on major exchanges (NASDAQ and NYSE) Costly IPO process and high listing fees Issuers beholden to Sarbanes-Oxley

Factors Supporting Entrance into Canadian Market Healthy overall economy Thriving Canadian healthcare market One of largest and fastest growing industries in Canada Strong demand from Canadian retail and institutional investors Keen interest from research analysts Unique cross-border income trust structure

Reasons for listing on TSX Credible infrastructure to finance, grow and support small companies Strong corporate governance regime similar to U.S., but with key exemptions for small companies Investors more tolerant of low liquidity in short-term Original and ongoing listing fees relatively low

MFC Structure Corporate structure, not a unit trust First Income Participating Security ( IPS ) Business and operations under control and direction of physicians/management of facility Medical Facilities USA exercises general oversight over facilities Certain matters subject to approval by Medical Facilities USA board of managers

MFC Since IPO

TSX: DR.UN Price (May 21, 2008): C$10.35 52-week Range: C$9.55 - C$12.96 IPS Units Outstanding: 29.1M Market Cap: C$301.2M (approx.) Current Yield: 10.6% (approx.) Research Coverage: Blackmont Capital BMO Nesbitt Burns Wellington West Capital Markets

MFC Since IPO Accretive acquisitions Facility expansion Increased physician complement Growth in revenue, operating income and cash flow from operations Strong analyst following

MFC Locations Specialty Surgical Hospitals South Dakota Black Hills Surgery Center Dakota Plains Surgical Center Sioux Falls Surgical Center Oklahoma Oklahoma Spine Hospital ASCs California Barranca Surgery Center Surgery Center of Newport Coast

MFC Partnership MFC Ownership Specialty Surgical Hospitals Dakota Plains Surgical Center 64.6% Oklahoma Spine Hospital 55.1% Black Hills Surgery Center 54.2% Sioux Falls Surgery Center 51.0% Ambulatory Surgery Centers Barranca Surgery Center 51.0% Surgery Center of Newport Coast 51.0%

Acquisitions since IPO Specialty surgical hospital June 2005: Oklahoma Spine Hospital ASCs November 2007: Barranca Surgery Center January 2008: The Surgery Center of Newport Coast

Oklahoma Spine Hospital Location: Oklahoma City, OK Size: 61,000 ft 2 Specialties: pain management, neurosurgery, orthopaedics Operating rooms: 7 Overnight rooms: 18

Barranca and Newport Coast Location: Irvine, CA Size: 5,000 ft 2 Specialties: ophthalmology, gastroenterology, E.N.T. Operating Rooms: 2 Procedure Rooms: 1 Location: Newport Beach, CA Size: 7,000 ft 2 Specialties: gastroenterology, gynecology, orthopaedics, pain management, plastic surgery Operating Rooms: 2 Procedure Rooms: 1

Recent Corporate Developments Facility Expansion US$11 million facility expansion at Sioux Falls Surgical Center Overnight stay beds to increase to 22 from 13 Recently completed addition of 2 new operating rooms Convertible Debenture Financing 7.5% 5-year convertible secured debentures Conversion price: C$13.10 / IPS Unit C$34 million in proceeds Maturity Date: April 30, 2013 Trades on TSX under symbol "DR.DB"

Increased Physician Complement Increased physician base by 41.5% From 439 physicians with medical staff privileges to 621

Revenue Growth (US$ millions) 149 169 CAGR (since IPO) 15.8% 94 122 04 05 06 07

Operating Income Growth (US$ millions) CAGR (since IPO) 10.9% 45 51 60 68 04 05 06 07

Steady Cash Flow Growth US$ / IPS 0.29 0.28 0.27 0.26 0.25 0.24 0.23 0.22 0.21 0.20 0.19 Q1 05 US$ Cash Available for Distribution ( CAFD ) per IPS unit, before hedges Q2 05 Q3 05 Q4 05 Q1 06 Q2 06 Q3 06 Q4 06 Q1 07 Q2 07 Q3 07 Q4 07 Q1 08

Strong Balance Sheet (US$ millions) Cash and Cash Equivalents Current Assets Total Assets Current Liabilities Long-Term Debt (including current maturities) Total Equity March 31, 2008 19.4 62.9 347.7 48.9 27.9 38.8 Dec. 31, 2007 14.7 57.8 330.9 20.8 24.4 38.2

MARKET OUTLOOK

U.S. Healthcare Spending $trillions 5.0 4.0 3.0 2.0 The U.S. is the largest market for healthcare services in the world 1.0 02 03 04 05 06 07 08E 09E 10E 11E 12E 13E 14E 15E 16E 17E Source: Centers for Medicare & Medicaid Services

Growth in U.S. Outpatient Surgeries Total surgeries Outpatient surgeries millions of surgeries 50 40 Number of outpatient surgeries has increased due to continued advancements in: 81 83 85 87 89 91 93 95 97 99 01* 03* 05* 07* 30 20 10 medical technology diagnosis of patient conditions anesthesia surgical instruments surgical techniques

Growth in ASCs # of centers 6,000 5,000 4,000 3,000 6,000+ Growth in outpatient procedures has paralleled growth in ASCs 2,000 2,800 1,000 00 01 02 03 04 05 06*

Medical Facilities Corporation