first quarter / 2005 printed materials package

39
Note to reporters and editors: Loring Ward’s earnings conference call with analysts will be Webcast on www.ccnmatthews.com/LoringWardQ1 tomorrow at 11:00 a.m. EDT. Please join us and log on five minutes before the call. FOR IMMEDIATE RELEASE May 11, 2005 Loring Ward Reports First Quarter Results Winnipeg, Manitoba, Canada Loring Ward International Ltd. today released its financial results for the first quarter ended March 31, 2005. The results continue to highlight the early stages in the development of the Company’s operations in the United States. They also highlight the Company’s continued focus on investing in the business segments with the highest prospect for growth and profitability, namely, its Asset Management, Family Office and Advisor Services segments. First Quarter Financial Highlights Results include the following (all figures referenced are in U.S. Dollars): client assets under management were up $626 million or 28 per cent over the first quarter of 2004; revenues were $19.3 million up $1.6 million over the $17.6 million reported for the same period last year; operating income increased $0.6 million or 17.7 per cent quarter-over-quarter; earnings before interest, taxes, depreciation and amortization (“EBITDA”) was $1.0 million, down slightly from the $1.1 million reported in the first quarter of 2004; and net earnings were $0.1 million for the quarter, essentially unchanged from the amount reported during the corresponding period in 2004. Breaking it down into segments, for the quarter ended March 31, 2005: Operating Income (unaudited) Asset Advisor Family Sports (in thousands) Management Services Office Representation Total Q1 2005 $ 1,459 $ 118 $ 1,476 $ 698 $ 3,751 Q1 2004 634 (68) 1,969 651 3,186 Increase (decrease) $ 825 $ 186 $ (493) $ 47 $ 565 …2.

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Page 1: First Quarter / 2005 Printed Materials Package

Note to reporters and editors: Loring Ward’s earnings conference call with analysts will be Webcast on www.ccnmatthews.com/LoringWardQ1 tomorrow at 11:00 a.m. EDT. Please join us and log on five minutes before the call. FOR IMMEDIATE RELEASE May 11, 2005

Loring Ward Reports First Quarter Results

Winnipeg, Manitoba, Canada – Loring Ward International Ltd. today released its financial results for the first quarter ended March 31, 2005. The results continue to highlight the early stages in the development of the Company’s operations in the United States. They also highlight the Company’s continued focus on investing in the business segments with the highest prospect for growth and profitability, namely, its Asset Management, Family Office and Advisor Services segments. First Quarter Financial Highlights Results include the following (all figures referenced are in U.S. Dollars):

• client assets under management were up $626 million or 28 per cent over the first quarter of 2004;

• revenues were $19.3 million up $1.6 million over the $17.6 million reported for the same period last year;

• operating income increased $0.6 million or 17.7 per cent quarter-over-quarter;

• earnings before interest, taxes, depreciation and amortization (“EBITDA”) was $1.0 million, down slightly from the $1.1 million reported in the first quarter of 2004; and

• net earnings were $0.1 million for the quarter, essentially unchanged from the amount reported during the corresponding period in 2004.

Breaking it down into segments, for the quarter ended March 31, 2005:

Operating Income (unaudited)

Asset Advisor Family Sports (in thousands) Management Services Office Representation Total Q1 2005 $ 1,459 $ 118 $ 1,476 $ 698 $ 3,751 Q1 2004 634 (68) 1,969 651 3,186 Increase (decrease) $ 825 $ 186 $ (493) $ 47 $ 565

…2.

Page 2: First Quarter / 2005 Printed Materials Package

- 2 - The $1.0 million or 179 per cent increase in the combined operating income of the Company’s Asset Management and Advisor Services segments, is principally due to the $626 million increase in client assets under management over the same period last year. The $0.5 million, or 25 per cent drop in operating income of the Family Office segment, is principally due to higher people costs associated with certain employment agreements, the investment in wealth management professionals in the latter part of 2004, and the recruitment of business development professionals in the first quarter of 2005. Corporate costs were $2.3 million, up $0.5 million from the $1.8 million reported in the first quarter of 2004. During this period of transition, including this quarter, the company had and expects to have duplicate costs relating to the transition of certain corporate functions to the U.S. During the first quarter of 2005, these costs totaled $0.6 million. “Overall, I continue to be encouraged by the progress we are making,” said Donald J. Herrema, President and Chief Executive Officer of Loring Ward International. “The results reaffirm the soundness of our decision to continue to invest in our core operations, and to divest ourselves of our sports representation business,” he added. First Quarter Operational Highlights The primary operational highlight for the first quarter was the Company’s hiring of Mr. Donald J. Herrema as its new President and Chief Executive Officer. He succeeded Mr. Martin Weinberg, who remains active in his capacity as non-executive Chairman of the Board. Additional highlights included: • continued focus on the Company’s Asset Management, Family Office and Advisor

Services operations, including a re-examination of each segment to identify specific areas for investment to accelerate growth and to explore ways to implement even further controls on operating expenses;

• ongoing steps to fully divest the Company of its non-core operations, by continuing

its discussions with its remaining two sports representation firms towards the goal of selling certain assets of those firms to their respective managements;

• interviews with various candidates for different positions on the U.S. based national

management team currently being assembled; …3.

Page 3: First Quarter / 2005 Printed Materials Package

- 3 – • the temporary suspension of preparations to list the Company’s common shares on a

U.S. Exchange or other quotation system, until such time as Mr. Herrema has had the opportunity to fully review this initiative; and

• management’s recommendation to the board to propose a resolution at the

Company’s upcoming annual meeting, asking shareholders to authorize the board of directors to consolidate the issued share capital of the Company on the basis of one common share for each ten common shares existing prior to the consolidation.

“We will continue to invest in the right people and processes to steadily transition Loring Ward into a U.S. based entity, and we will work to further advance our brand within our niche markets and the investment community in general,” said Herrema. Loring Ward International Ltd. provides wealth, career and life management services to some of America’s most enterprising and successful individuals and families, primarily through its Family Office and Advisor Services businesses. It is an unlisted public company with principal operating subsidiaries in California and New York. The company’s corporate offices are headquartered in New York.

- 30 - For complete financial statements, please visit www.loringward.com. The first quarter operating results are more fully discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is also available on our web site. For further information, please contact: Denis Taillieu Chief Financial Officer Loring Ward International Ltd. (204) 954-5154 toll-free: 1-866-954-5150 [email protected]

Page 4: First Quarter / 2005 Printed Materials Package

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

QUARTER ENDED MARCH 31, 2005, COMPARED TO QUARTER ENDED MARCH 31, 2004 (UNAUDITED) (PRESENTED IN U.S. DOLLARS) This report contains Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) for Loring Ward International Ltd. (hereinafter referred to as “Loring Ward” or the “Company”) for the quarter ended March 31, 2005. The MD&A should be read in conjunction with the Company’s interim Consolidated Financial Statements (unaudited) and accompanying notes for the three months ended March 31, 2005. The Company’s interim Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in Canada and are presented in U.S. dollars, being the reporting currency adopted by the Company. Unless otherwise noted, all amounts in this report are expressed in U.S. dollars. The accounting policies are consistent with those used in preparing the audited Consolidated Financial Statements for the year ended December 31, 2004.

This document contains forward-looking statements relating to the Company’s objectives and strategies, as well as statements of our beliefs, plans, expectations and intentions. These statements are not guarantees of future performance and may involve uncontrollable and unforeseen risks and uncertainties. Actual outcomes and results may differ materially because of many factors, including those discussed in this report and other public filings. Consequently, readers should not place any undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they are made. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The message to shareholders from the President and Chief Executive Officer that normally accompanies the MD&A is not included as part of this document. This is due to the extended messages from Mr. Martin Weinberg, Chairman, and Mr. Donald J. Herrema, President and Chief Executive Officer, that will be appearing in the Company’s soon to be released Annual Report for 2004. However, commencing in the second quarter of 2005, the MD&A will return to its usual format featuring a message from the President and Chief Executive Officer.

For additional financial information about Loring Ward, please contact: Denis Taillieu Chief Financial Officer T: (204) 954-5154 F: (204) 954-5102 E-mail: [email protected]

Page 5: First Quarter / 2005 Printed Materials Package

FIRST QUARTER ENDED

MARCH 31, 2005

LORING WARD INTERNATIONAL LTD.

TABLE OF CONTENTS

SECTION 1.0 CORPORATE OVERVIEW 1

SECTION 2.0 FIRST QUARTER RESULTS 7

SECTION 3.0 LIQUIDITY AND FINANCIAL CONDITION 14

SECTION 4.0 CHALLENGES AND RISKS AFFECTING THE COMPANY 16

Page 6: First Quarter / 2005 Printed Materials Package

SECTION 1.0 CORPORATE OVERVIEW

1.1 CORPORATE PROFILE

Loring Ward is an unlisted public company with principal operating subsidiaries in California and New York. Its core business involves providing wealth, career and life management services to some of America’s most enterprising and successful individuals and families.

The chart below highlights the four business segments of the Company, namely, Asset Management, Advisor Services, Family Office (the “core financial services operations”), and Sports Representation segments. The core financial services operations in the U.S. represent the highest prospect for future growth, and as such, will be the primary focus of the Company going forward.

Loring WardInternational Ltd.

Distribution

Advisor Services

Family Office

Sports Representation

Manufacturing

AssetManagement

Corporate Office

• Loring Ward International

As the parent company, Loring Ward International Ltd. focuses mainly on setting, executing and accelerating the implementation of the overall strategy of the Company and fulfilling its obligations as a public company.

1

Page 7: First Quarter / 2005 Printed Materials Package

2

Core Financial Services Operations

• Asset Management

The Asset Management segment is responsible for the manufacturing and development of the Company’s core asset management services. Organizationally, in the U.S. this segment operates under the name Loring Ward Capital Management, a division of LWI Financial Inc. LWI Financial Inc., a wholly owned subsidiary of Loring Ward International Ltd., is a Registered Investment Advisory firm.

• Family Office

The Company’s Family Office operations are based in Los Angeles and New York. The Family Office operates under the names Loring Ward Inc. and Loring Ward (NY) Inc. These offices offer clients access to a personalized and comprehensive range of services, including those developed by the Company’s Asset Management segment, aimed at managing the client’s household balance sheet.

• Advisor Services

Based in San Jose, the Advisor Services segment is responsible for introducing portfolio and wealth management services, including those developed by the Company’s Asset Management segment to a network of over 450 independent registered investment advisors (“RIAs”) across the United States. The majority of the operations of this business segment are carried on under the name Loring Ward Advisor Services, a division of LWI Financial Inc. However, for a small group of investment advisors, these services are provided through Loring Ward Securities Inc., a licensed broker dealer and wholly owned subsidiary of Loring Ward International Ltd.

Collectively, the core financial services operations provide the Company with:

• an established and growing base of clients that include some of the most successful and enterprising individuals in North America;

• over 300 staff comprised of investment and wealth management specialists, portfolio managers, accountants, business managers, insurance professionals and mortgage brokers;

• access to an existing and growing network of over 450 RIAs across the United States;

• the expertise required to provide clients with a comprehensive and integrated menu of services, which are fully customizable depending upon a client’s circumstances, needs and objectives. These include wealth planning and management, portfolio management, tax planning assistance, estate and succession planning oversight, insurance and mortgage services, philanthropic planning, cash flow management, bill payment, and a range of other related services. The latter could involve coordinating lines of credit, real estate management, as well as fiduciary services, trust administration, estate settlement, and tax preparation, compliance and filing services; and

• an established “manufacturing” and “distribution” platform to expand market share for the Company’s asset management services in the U.S. beyond the more than $2.75 billion in client assets under management as at March 31, 2005.

Page 8: First Quarter / 2005 Printed Materials Package

3

Non-core Operations

• Sports Representation

Historically, the Sports Representation segment was comprised of four firms, namely: Maximum Sports Management Inc. (“Maximum”), Moorad Sports Management Inc. (“Moorad”), Fegan & Associates, Inc. (“Fegan”), and M.D. Gillis & Associates Ltd. (“Gillis”). These firms represented players in major league professional football, baseball, basketball and hockey. The services offered involved representation in negotiations related to player contracts, performance bonuses, endorsement and marketing opportunities.

In light of ongoing developments in the industry, the sports representation business no longer forms part of the Company’s core operations going forward. As such, the Company has been engaged in discussions with its sports agents aimed at maximizing the long-term value of its sports representation business for all stakeholders. In the first quarter of 2005, as a result of these discussions, the Company announced the divestiture of its football and baseball practice at Maximum and Moorad to senior management of those firms.

The Company is also engaged in discussions with management of its two remaining sports representation firms with a view to selling certain assets of these two businesses to the management of those respective firms. These discussions are ongoing and while continuing to pursue the exploration of such transactions, the Company is considering other options. The ongoing NHL lockout and the existence of significant contractual disputes with respect to certain aspects of its basketball business may have an adverse impact on the ability of the Company to realize value from these businesses.

Summary

Section 1.2, 1.3, 1.4, 1.5 and 1.6 of the Company’s MD&A for the year ended 2004 provides a full description of the role of the Company’s corporate office and an overview of each of the Company’s four business segments, as well as its competitive position and future prospects. As such, and as part of the evaluation of the results of the first quarter, we encourage readers to review the MD&A for the year ended 2004.

If you are currently reviewing this first quarter MD&A document online, please click on the following link will take you directly to the MD&A for the year ended 2004 Management's Discussion and Analysis of Financial Condition and Results of Operations. If you are currently reviewing a printed version of our first quarter materials, we would invite you to visit the Investor Relations Section of our web site to access our year-end documentation (www.loringward.com).

Page 9: First Quarter / 2005 Printed Materials Package

4

1.2 FIRST QUARTER FINANCIAL HIGHLIGHTS

The results for the three months ended March 31, 2005 show a $0.6 million or 17.7 per cent growth in the Company’s operating income over the same period last year. As illustrated in the chart below, the increase is principally due to the $1.0 million or 179 per cent growth in contribution from the Company’s Asset Management and Advisor Services segments.

Operating Income (unaudited)

Asset Advisor Family Sports (in thousands) Management Services Office Representation Total Q1 2005 $ 1,459 $ 118 $ 1,476 $ 698 $ 3,751 Q1 2004 634 (68) 1,969 651 3,186 Increase (decrease) $ 825 $ 186 $ (493) $ 47 $ 565

The improvement in the Asset Management and Advisor Services segments is mainly due to the $626 million or 28 per cent increase in client assets under management over the balance under management on March 31, 2004.

The $0.5 million or 25 per cent drop in operating income of the Family Office is primarily due to $1.1 million increase in people costs offset, in part, by $0.3 increase in revenues. The higher people costs include the costs associated with payments relating to amendments of certain employment agreements, the investment in additional wealth management professionals in the latter part of 2004 and the recruitment of business development professionals in the first quarter of 2005.

Corporate costs were $2.3 million, up $0.5 million from the $1.8 million reported in the first quarter of 2004. These costs remain significant as the Company continues to invest resources to accelerate the growth of each of its core financial services operations and transition the management of the Company to a U.S. based leadership team. During this period of transition, including this quarter, the company had and expects to have duplicate costs relating to the transition of certain corporate functions to the U.S. During the first quarter of 2005, these costs totaled $0.6 million. Other expenses of $0.5 million are comprised of legal costs associated with the pursuit of court awarded damages from former employees.

On a consolidated basis, these factors resulted in:

• earnings before interest, amortization and income taxes (“EBITDA”) of $1.0 million, down $0.1 million from the $1.1 million reported last year; and

• net earnings for the quarter of $0.1 million, unchanged from the amount reported in the corresponding period in 2004.

Overall, the results continue to highlight the early stages in the development of the Company’s operations in the United States. They also highlight a shift in focus to the business segments with the highest prospect for growth.

A more complete discussion of the results for the quarter, including on a segmented basis, is set forth in Section 2.0 of this report.

Page 10: First Quarter / 2005 Printed Materials Package

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1.3 FIRST QUARTER OPERATING HIGHLIGHTS

The primary highlight of the first quarter of 2005 was the Company’s hiring of Mr. Donald J. Herrema as its new President and Chief Executive Officer. He succeeded Mr. Martin Weinberg, who remains active in his capacity as the Company’s non-executive Chairman of the Board. Since his appointment, Mr. Herrema has undertaken a number of initiatives to advance Loring Ward forward, and in this regard has: • coordinated meetings with senior management across the organization in an effort to establish

personal relationships with members of the Company’s U.S. based leadership team, and to develop a deeper understanding of the business and its processes;

• reaffirmed that, going forward, the primary and driving focus of the Company’s leadership

team will be to devote its energy, time and resources on the further development of the Company’s core financial services operations, namely, its Asset Management, Advisor Services and Family Office segments;

• participated in steps being taken by the Company to fully divest its non-core operations, by

engaging in discussions to sell certain assets of its two remaining sports representation firms to the senior management of those respective firms;

• commenced a detailed re-examination, in concert with business segment leaders, of each of the

Company’s core financial services operations with the objective of:

- determining areas within each core segment with the highest prospect of growth;

- ensuring proper allocation of resources to said areas to accelerate further growth and development;

- implementing additional financial disciplines and controls to ensure effective management of operating expenses; and

- prioritizing recruiting and acquisition strategies;

• initiated a thorough review of the Company’s “Corporate and Other” costs, with the dual

purpose of allocating appropriate resources to transition the management of the Company to a U.S. based national leadership team, and eliminating/reducing expenses that are not directed towards accelerating the Company’s core operations going forward;

• held interviews with various candidates for different positions on the U.S. based national

management team being assembled. Formal appointment announcements will follow shortly, as newly appointed members of this team begin transitioning over executive responsibilities from senior management in Canada;

• decided to temporarily suspend preparations for the listing of the Company’s common shares

on a U.S. stock exchange, until such time as he has had a chance to more thoroughly review this initiative; and

• recommended that at the Annual Meeting on June 29, 2005 shareholders be asked to approve a

resolution authorizing the board to consolidate the issued share capital of the Company on the basis of one common share for each ten common shares existing prior to the consolidation.

Page 11: First Quarter / 2005 Printed Materials Package

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Other operating highlights for the quarter included: • the investment in several business development professionals in the Family Office; and • continued focus in generating net sales momentum for the Company’s unique portfolio and

wealth management services – both within the Advisor Services and Family Office segment.

1.4 OTHER MATTERS

Late in the first quarter, the Company was informed of the appeal decision of the 9th circuit court, in the ongoing litigation against a former employee of one of its sports representation firms, a company established by this employee, and other defendants. The decision was in respect of appeals of an earlier trial court decision awarding the Company damages and costs aggregating approximately $47.3 million. Both the Company and the defendants had appealed various aspects of the trial court decision. In response to the employee’s and other parties appeal, the 9th circuit court found that the trial judge made a number of errors in his instructions to the jury and remitted the matter for a new trial. The Company continues to review the decision of the 9th circuit court but does not believe that the court’s ruling will result in a different decision on a retrial of the action.

1.5 OUTLOOK

Going forward, the top priority for the Company is to dedicate increasingly more resources and focus towards building and growing its core financial services operations in the United States. This includes implementing a variety of initiatives designed to sustain the growth momentum in the Company’s core asset management, advisor services and family office businesses.

The other corporate priority for the year is to ensure a smooth transition of many of the functions of the parent company to a U.S. based management team.

Page 12: First Quarter / 2005 Printed Materials Package

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SECTION 2.0 FIRST QUARTER RESULTS

2.1 SUMMARY OF FIRST QUARTER CONSOLIDATED OPERATING RESULTS

First Quarter ended March 31, 2005 (in thousands except per share information)

Distribution Asset Family Advisor Sports Total Total

(unaudited) Management Office Services Representation Distribution Revenue $ 7,700 $ 8,989 $ - $ 2,595 $ 11,584 $ 19,284 Inter-segment

transfer price (3,936)

402

3,534

-

3,936

-

3,764 9,391 3,534 2,595 15,520 19,284 Operating expenses 2,305 7,915 3,416 1,897 13,228 15,533 Operating income $ 1,459 $ 1,476 $ 118 $ 698 $ 2,292 3,751 Corporate costs 2,283 Other 463 EBITDA $ 1,005 Net earnings $ 62 Client assets under management (in millions) $ 2,837 Weighted average shares outstanding Basic 84,108 Diluted 89,019 EBITDA per share Basic and diluted $ 0.01 Earnings per share Basic and diluted $ 0.00 First Quarter ended March 31, 2004 (in thousands except per share information)

Distribution Asset Family Advisor Sports Total Total

(unaudited) Management Office Services Representation Distribution Revenue $ 5,902 $ 8,753 $ - $ 2,985 $ 11,738 $ 17,640 Inter-segment

transfer price (3,116)

312

2,804

-

3,116

-

2,786 9,065 2,804 2,985 14,854 17,640 Operating expenses 2,152 7,096 2,872 2,334 12,302 14,454 Operating income $ 634 $ 1,969 $ (68) $ 651 $ 2,552 3,186 Corporate costs 1,782 Other 332 EBITDA $ 1,072 Net earnings $ 140 Client assets under management (in millions) $ 2,211 Weighted average shares outstanding Basic 88,393 Diluted 89,097 EBITDA per share Basic and diluted $ 0.01 Earnings per share Basic and diluted $ 0.00

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2.3 CONSOLIDATED RESULTS

2.31 Consolidated Revenue

Revenue for the first quarter of 2005 was $19.3 million, an increase of $1.7 million or 9.3 per cent over the $17.6 million reported for the same period a year ago. With the exception of the Sports Representation segment, all segments contributed to growth in revenues.

2.32 Consolidated Operating Expenses

Operating expenses for the first quarter of 2005 were $15.5 million, an increase of $1.1 million from the $14.4 million incurred during the same period a year ago. With the exception of the Sports Representation segment, the expenses increased in each segment of the business and is more fully explained later in this report.

2.33 Corporate Costs

Corporate costs incurred during the first quarter of 2005 were $2.3 million, compared to $1.8 million incurred over the same period a year ago, an increase of $0.5 million. The increase is attributed to costs associated with the transitioning of the corporate office to the U.S. along with costs associated in recruiting senior management in the U.S. Excluding these costs, Corporate costs were $1.7 million, down $0.1 million compared to the same period last year.

2.34 Other

Other for the first quarter of 2005 consists of $0.5 million relating to continuing legal costs to recover damages from former employees of one of the Company’s sports agencies. This represents an increase of $0.2 million over the $0.3 million in legal costs incurred for the same matter a year ago.

2.35 Consolidated Operating Income and EBITDA

Operating income for the first quarter totaled $3.8 million, compared to $3.2 million reported a year ago, an increase of $0.6 million or 17.7 per cent. The Asset Management and Advisor Services contributed an increase of $1.0 million in operating income which was offset by a $0.5 million reduction in contribution from the Family Office segment (see Section 2.5).

EBITDA for the first quarter of 2005 was $1.0 million, a reduction of $0.1 million over the EBITDA of $1.1 million for the same period in 2004. The decrease in EBITDA is due to the net impact of the items noted above.

2.36 Interest and Financing

Interest and financing costs for the first quarter of 2005 totaled $0.1 million unchanged from the same period a year ago.

2.37 Income Taxes

The effective income tax rate for the first quarter of 2004 was 41.5 per cent compared to the statutory rate of 40.2 per cent.

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2.38 Consolidated Net Earnings

Net earnings for the first quarter ended March 31, 2005 was $0.1 million, unchanged from the same period in 2004.

2.4 ASSET MANAGEMENT

2.41 Client Assets Under Management – Asset Management

Client Assets Under Management (AUM) include the aggregate market value of client assets held in the Company’s four portfolio management services: Synervest, Private Client, SAM and Private Counsel.

For more information on the Company’s Synervest, Private Client and SAM portfolio management services, please review the description provided in Section 1.3 of the Company’s MD&A for the year ended 2004. The Private Counsel offering is a portfolio and wealth management service for high net worth clients in Canada. It is available for clients with more than CDN $2.5 million of investable assets. Other than the managers selected to manage the various assets classes, it has many of the same features as the Private Client offering in the United States.

(in millions) (unaudited)

As atMarch 31, 2005

As atDecember 31, 2004

As atMarch 31, 2004

Synervest $ 1,670 $ 1,574 $ 1,207 Private Client 364 419 324 SAM 714 737 680 Private Counsel 89 180 - Client assets under management $ 2,837 $ 2,910 $ 2,211

Synervest assets increased $96.1 million or 6.1 per cent during the first quarter. This increase was primarily due to net new sales of portfolio management services totaling $110.0 million in the quarter offset by market decline totaling $13.9 million.

Private Client assets decreased $54.8 million or 13.1 per cent during the first quarter. This decrease was primarily due to the loss of a large client which contributed to net redemptions totaling $48.4 million along with a market decline of $6.4 million.

SAM assets decreased $23.2 million or 3.1 per cent during the first quarter as a result of net redemptions of $14.5 million and a market decline of $8.7 million.

Private Counsel assets decreased $91.1 million or 50.6 per cent as a result of net redemptions of $92.3 million offset by improved market performance of $1.2 million. The net redemptions are mainly comprised of withdrawal of assets by related parties

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2.42 Revenue – Asset Management

Revenue from asset management, prior to inter-segment transfer, was $7.7 million, an increase of $1.8 million or 30.5 per cent from $5.9 million over the same period last year. The increase is primarily attributed to increased client assets held in Synervest of approximately $463.0 million over the balance as at March 31, 2004. The overall effective management fee rate was 1.04 per cent compared to 1.07 per cent for the first quarter of 2004. The decrease in effective rate is attributed to a higher percentage of total client assets now held in SA Funds. At March 31, 2005, 57.3 per cent of total client assets were held in SA Funds, compared to 54.6 per cent at March 31, 2004.

2.43 Inter-segment Transfer – Asset Management

The distribution of services offered by the Asset Management segment is principally with the Advisor Services and Family Office segments. For those services the Asset Management segment allocates those segments a distribution fee which in the first quarter increased from $3.1 million in the first quarter of 2004 to $3.9 million this quarter. This represents a 26.3 per cent increase and is directly attributable to the growth in AUM. The overall effective distribution fee for the quarter was 53 basis points of AUM compared to 60 basis points in the first quarter of 2004. The reduction in the effective distribution fee was due to the decrease in AUM of the SAM service offering which has a higher distribution fee representing 24.5 per cent of AUM compared to 30.8 percent in the previous year.

2.44 Operating Expenses – Asset Management

Operating expenses were $2.3 million for the three months ended March 31, 2005, $0.1 million or 7.1 per cent higher than the $2.2 million incurred in the first quarter of 2004. The modest increase in operating expenses relative to the growth in revenues is due to economies of scale and better cost controls.

2.45 Operating Income – Asset Management

Operating income for the first quarter ended March 31, 2005 was $1.5 million, $0.8 million higher than the $0.6 million for the same period in 2004. The increase was due to the growth in AUM.

2.5 FAMILY OFFICE

The Family Office segment includes the results from the Company’s business management activities (“Business Management Services”) plus the results from the introduction of financial, mortgage, insurance and other services (“Financial and Other Services”) to clients of the Family Office. For the benefit of readers, in this section we further segmented the results from the Family Office between Business Management Services and Financial and Other Services.

10

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First Quarter ended March 31, 2005 (in thousands) 2005 2004

(unaudited)

Business Management

Services

Financial and Other

Services

Total Family Office

Business Management

Services

Financial and Other

Services

Total Family Office

Revenue $ 8,713 $ 276 $ 8,989 $ 8,543 $ 210 $ 8,753 Inter-segment transfer price

-

402

402

-

312

312

8,713 678 9,391 8,543 522 9,065 Operating expenses 6,722 1,193 7,915 6,414 682 7,096 Operating income $ 1,991 $ (515) $ 1,476 $ 2,129 $ (160) $ 1,969

2.51 Business Management Services – Family Office

Revenue for the first quarter was $8.7 million, an increase of $0.2 million or 2.0 per cent from $8.5 million over the same period a year ago. This includes management fees earned from Nigro, Karlin & Segal, a general partnership for which the Company provides support services pursuant to a perpetual services agreement. Business management revenues, excluding the management fees from the general partnership, increased by 4.8 per cent over the same period last year. This increase is comprised of a 10.5 per cent improvement due to additional clients offset by a 1.1 per cent decline from existing operations and a 4.6 per cent decrease due to client attrition.

Operating expenses were $6.7 million, an increase of $0.3 million or 4.8 per cent from the $6.4 million a year ago. Excluding executive compensation, operating expenses were $5.7 million, an increase of $0.2 million or 4.3 per cent from $5.5 million during the same period a year ago. As a percentage of revenues, operating expenses (excluding executive compensation) increased from 64.1 per cent in the first quarter of 2004 to 65.6 per cent in 2005.

The increase in operating expenses is primarily due to $0.3 million costs relating to increased compensation costs.

Operating income for the first quarter ended March 31, 2005 was $2.0 million, a decrease of $0.1 million or 6.5 per cent over the same period in 2004.

2.52 Financial and Other Services – Family Office

Revenue for the first quarter was $0.7 million, an increase $0.2 million or 29.9 per cent from $0.5 million over the same period a year ago. The increase is primarily due to more Family Office clients using the wealth and portfolio management solutions offered by the Company. However, in the second quarter of 2005, revenues will be impacted by the loss of one large Private Client late in the first quarter of 2005. (see Section 2.41)

Operating expenses were $1.2 million, an increase of $0.5 million or 74.9 per cent from the $0.7 million a year ago. The increase is primarily due to investment in additional wealth management professionals in the latter part of 2004 and the recruitment of business development professionals in the first quarter of 2005.

Operating income (loss) for the first quarter ended March 31, 2005 was ($0.5) million, an increase of $0.4 million over the same period in 2004. This increase is the result of investment in additional personnel in anticipation of future growth of the Company’s financial and other services within Family Office.

11

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12

2.6 ADVISOR SERVICES

2.61 Revenue – Advisor Services

Revenue for the first quarter was $3.5 million, an increase of $0.7 million or 26.0 per cent from $2.8 million over the same period year ago. This increase is related to the increased client assets held in Synervest.

2.62 Operating Expenses – Advisor Services

Operating expenses were $3.4 million for the three months ended March 31, 2005, of which $1.1 million related to advisor compensation. This compares to $2.9 million incurred in the first quarter of 2004, including $1.0 million in advisor compensation.

Operating expenses, excluding advisor compensation, were $2.4 million for the three months ended March 31, 2005, $0.5 million higher than the $1.9 million incurred in the first quarter of 2004. This increase was due primarily to increased staff levels through 2004.

Advisor compensation relates mainly to the Company’s SAM offering. For the Synervest offering, advisors set their own compensation terms with the client and as such are not reflected in the Company’s accounts.

2.63 Operating Income (Loss) – Advisor Services

Operating income for the first quarter ended March 31, 2005 was $0.1 million compared to an operating loss of ($0.1) million a year ago. This improvement is directly related to the increase in client assets invested in the Company’s Synervest offering.

2.7 SPORTS REPRESENTATION

In reviewing the operating results of the Company’s Sports Representation segment, readers should note that in the first quarter of 2005 the Company divested of its sports practices at Moorad and Maximum. As such the results for the first quarter of 2005 include the following: • revenues and operating expenses relating to its two remaining sports representation practices (Gillis

and Fegan); and • revenues earned during the quarter relating to player representation agreements in effect as at the

beginning of 2005 at both Moorad and Maximum. The operating expenses also include a fee payable to the former management of Moorad and Maximum of approximately 30 per cent relating to the player representation agreements noted above. In comparison, the results for the first quarter of 2004 include the revenues and operating expenses from the operation of Gillis, Fegan, Moorad and Maximum.

2.71 Revenue – Sports Representation

Revenue at $2.6 million decreased $0.4 million or 13.1 per cent from the $3.0 million during the same period last year. The drop in revenue was mainly due to a $0.3 million decline in revenues resulting from the labor dispute between the players and the owners in the National Hockey League.

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2.72 Operating Expenses – Sports Representation

Operating expenses decreased $0.4 million or 18.7 per cent to $1.9 million from $2.3 million incurred during the first quarter of 2004. This decrease in costs is primarily due to:

• reduced operating expenses at both Moorad and Maximum due to the divestiture of the practices and transfer of operations to the former management of those firms; and

• a reduction in operating expenses at Gillis due to the NHL lockout,

offset, in part, by:

• higher operating expenses at Fegan.

2.73 Operating Income – Sports Representation

Operating income for the first quarter ended March 31, 2005 was $0.7 million, unchanged quarter over quarter.

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14

SECTION 3.0 FINANCIAL CONDITION

3.1 LIQUIDITY AND CAPITAL RESOURCES

Cash flow generated from operating activities before changes in non-cash working capital items for the three months ended March 31, 2005 was $1.1 million unchanged from the first quarter of 2004.

Consolidated cash at March 31, 2005, was $3.2 million as compared to $5.8 million at December 31, 2004. The decrease in cash is attributable to the Company paying $2.5 million of investing activities of which $0.8 million was for capital expenditures, $1.2 million issuance of promissory notes in respect of the Moorad transaction and a further scheduled advance of $0.5 million to Nigro Karlin & Segal, a related party. The Company also made a quarterly installment of $0.7 million against long term debt. The balance of the change in cash was primarily due to normal fluctuations in the Company’s operating accounts receivable and accounts payable.

For further information on Liquidity and Capital Resources, please see Section 6.0 of the Company’s 2004 MD&A. If you are currently reviewing this first quarter MD&A document online, please click on the following link which will take you directly to the MD&A for the year ended 2004 Management's Discussion and Analysis of Financial Condition and Results of Operations. If you are currently reviewing a printed version of our first quarter materials, we would invite you to visit the Investor Relations Section of our web site to access our year-end documentation (www.loringward.com).

3.2 SHARE CAPITAL AND STOCK OPTIONS

As at March 31, 2005 the Company’s share capital information is as follows: Common Shares

Issued and Outstanding 88,523,735 Options to Purchase Common Shares

Outstanding Options 8,108,758 Exercisable Options 5,721,681

During the first quarter of 2005, the Company entered into agreements to grant a further 600,000 options to acquire shares, cancelled 2,530,684 of options to acquire shares and agreed to issue up to 4,500,000 of restricted common shares over the three year period ending December 31, 2007 with 3,250,000 of such restricted shares subject to the achievement of financial performance criteria.

The increase in contributed surplus during the first quarter of 2005 was a result of the Company recognizing stock-based compensation costs of $0.2 million.

3.3 COMMITMENTS

At March 31, 2005, the Company’s future costs to be incurred relating to software development projects remains at approximately $1.7 million. These commitments, including future payments, are summarized in the Company’s 2004 annual MD&A and are further discussed in the notes to the 2004 Consolidated Financial Statements. There have been no other significant changes to the Company’s commitments since December 31, 2004.

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3.4 OVERALL

The company believes that its cash resources combined with cash flow from operating activities and its borrowing capacity under the credit facilities as described in Section 6.0 of the Company’s 2004 MD&A will be sufficient to meet its current working capital, planned capital spending, any remaining contingent obligations arising under acquisition agreements and debt service requirements. The Company expects to finance any future acquisitions or advisor recruitment initiatives through a combination of cash flow from existing operations, additional debt and the issuance of equity.

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SECTION 4.0 CHALLENGES AND RISKS AFFECTING THE COMPANY

The Company faces numerous challenges and risks. We encourage readers to review Section 7.0 of the 2004 MD&A for a more complete discussion of these challenges and risk factors.

If you are currently reviewing this first quarter MD&A document online, please click on the following link which will take you directly to the MD&A for the year ended 2004 Management's Discussion and Analysis of Financial Condition and Results of Operations. If you are currently reviewing a printed version of our first quarter materials, we would invite you to visit the Investor Relations Section of our web site to access our year-end documentation (www.loringward.com).

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Interim Consolidated Financial Statements of

LORING WARD INTERNATIONAL LTD.Three months ended March 31, 2005(Unaudited)

NOTICE TO READER:

The attached consolidated financial statements have been prepared by managementof Loring Ward International Ltd. and have not been reviewed by the independentexternal auditors of Loring Ward International Ltd.

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LORING WARD INTERNATIONAL LTD.Consolidated Balance Sheets(Unaudited) (In thousands of U.S. dollars)

March 31 December 312005 2004

AssetsCurrent assets:

Cash $ 3,171 $ 5,791Current portion of escrow funds 1,950 2,070Income taxes recoverable 203 195Current portion of loans receivable 236 – Accounts receivable and prepaid expenses (note 4) 18,607 20,314

24,167 28,370

Escrow funds 1,000 1,000

Deferred charges 422 461

Goodwill 11,281 11,281

Capital assets 8,162 8,029

Future income taxes 24,223 24,253

Loans receivable 1,776 816

Other assets (note 4) 7,876 6,002

$ 78,907 $ 80,212

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LORING WARD INTERNATIONAL LTD.Consolidated Balance Sheets(Unaudited) (In thousands of U.S. dollars)

March 31 December 312005 2004

Liabilities and Shareholders' EquityCurrent liabilities:

Accounts payable and accrued liabilities (note 4) $ 9,199 $ 9,693Current portion of deferred revenue 1,164 1,484Current portion of long-term debt 2,857 2,857Current portion of obligations under capital leases 80 80

13,300 14,114

Long-term debt 5,000 5,714

Other long-term obligations (note 4) 522 283

Long-term obligations under capital leases 109 115

Deferred revenue 2,172 2,585

Shareholders' equity:Contributed surplus (note 2) 4,751 4,545Capital (note 2) 196,303 196,168Deficit (143,250) (143,312)

57,804 57,401

$ 78,907 $ 80,212

See accompanying notes to consolidated financial statements.

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LORING WARD INTERNATIONAL LTD.Consolidated Statements of Earnings(Unaudited) (In thousands of U.S. dollars except per share amounts)

Three months ended March 31, 2005 and 2004

2005 2004

Revenue $ 19,284 $ 17,640

Operating expenses 15,533 14,454Operating income 3,751 3,186

Corporate costs 2,283 1,782Other 463 332Earnings before the undernoted 1,005 1,072

Interest and financing expense 101 77Amortization 798 804Earning before income taxes 106 191

Income taxes (recoveries):Current 14 89Future 30 (38)

44 51

Net earnings for the period $ 62 $ 140

Earnings per share:Basic $ – $ – Diluted – –

Consolidated Statements of Deficit(Unaudited) (In thousands of U.S. dollars)

Three months ended March 31, 2005 and 2004

2005 2004

Deficit, beginning of period $ (143,312) $ (136,682)

Net earnings 62 140

Deficit, end of period $ (143,250) $ (136,542)

See accompanying notes to consolidated financial statements.

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LORING WARD INTERNATIONAL LTD.Consolidated Statements of Cash Flows(Unaudited) (In thousands of U.S. dollars)

Three months ended March 31, 2005 and 2004

2005 2004

Cash flows from (used in) operating activities:Net earnings for the period $ 62 $ 140Items not involving cash:

Amortization - player contracts 51 140Amortization - other 747 664Gain on disposal of capital assets – (6) Stock-based compensation 206 195 Future income taxes 30 (38)

Operating cash flow 1,096 1,095Change in non-cash operating working capital (615) (6,897)

481 (5,802)

Cash flows from (used in) financing activities:Repayments of long-term debt (714) (13)Principal repayments under capital lease obligations (6) (14)Repayment of share purchase loans 135 –

(585) (27)

Cash flows from (used in) investing activities:Issue of loans receivable (1,196) – Acquisitions – (290)Deferred charges – (145)Acquisition of capital assets (839) (573)Advances to general partnership, a related party (481) (400)

(2,516) (1,408)

Decrease in cash (2,620) (7,237)

Cash, beginning of period 5,791 21,133

Cash, end of period $ 3,171 $ 13,896

See accompanying notes to consolidated financial statements.

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LORING WARD INTERNATIONAL LTD.Notes to Consolidated Financial Statements(Unaudited) (In thousands of U.S. dollars except per share amounts)

Three months ended March 31, 2005

General:

Loring Ward International Ltd. (the Company) is incorporated under the Canada BusinessCorporations Act. The Company’s services consist of a multidisciplinary approach to financialplanning, investment advice, wealth management, estate and succession planning, insurance,business management and sports representation services principally to its clients in the UnitedStates.

These unaudited Interim Consolidated Financial Statements should be read in conjunction with theConsolidated Financial Statements for the year ended December 31, 2004.

1. Significant accounting policies:

Basis of consolidation:

These interim consolidated financial statements have been prepared in accordance withgenerally accepted accounting principles in Canada and are presented in U.S. dollarsusing the same accounting policies as set out in notes 1 and 2 to the ConsolidatedFinancial Statements for the year ended December 31, 2004.

2. Capital:

(a) Authorized capital stock as at March 31, 2005 and December 31, 2004 consists of thefollowing:

Authorized:

Unlimited number of common shares

Capital outstanding consists of the following:

March 31, 2005 December 31, 2004Number of Number of

shares sharesoutstanding Amount outstanding Amount

(in thousands) (in thousands)Issued:

Common shares 88,524 $ 198,709 88,524 $ 198,709Share purchase loans (2,406) (2,541)

$ 196,303 $ 196,168

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LORING WARD INTERNATIONAL LTD.Notes to Consolidated Financial Statements (continued)(Unaudited) (In thousands of U.S. dollars except per share amounts)

Three months ended March 31, 2005

2. Capital (continued):

Share purchase loans relating to the employee stock purchase plan totaling $2,406 wereprovided by the Company to certain employees ($134) and to certain members of seniormanagement of a subsidiary ($2,272) to finance the purchase in aggregate of 4,415,592common shares of the Company. These loans are secured by a pledge of the shares. Theloans to employees are non-interest bearing and are to be repaid in equal instalments overthe next three months. The interest and repayment terms of the loans to seniormanagement are described in note 7 to the Consolidated Financial Statements for the yearended December 31, 2004. Principal repayments received by the Company will be creditedto capital.

(b) Stock options:

During the first quarter of 2005, the Company canceled 2,530,684 options to acquirecommon shares of the Company and 146,759 options expired.

Details of the Company’s stock options outstanding are as follows:

Number Weightedof stock averageoptions exercise price

(CDN$)Balance outstanding, beginning of period 10,786,201 $ 1.24

Options cancelled/expired during the period (2,677,443) 1.29

Balance outstanding, March 31, 2005 8,108,758 $ 1.23

The balance of the options outstanding at March 31, 2005 is made up of 4,918,906 issuedunder the Company’s stock purchase plan and 3,189,852 replacement options that wereissued November 14, 2003 to former option holders of Assante Corporation.

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LORING WARD INTERNATIONAL LTD.Notes to Consolidated Financial Statements (continued)(Unaudited) (In thousands of U.S. dollars except per share amounts)

Three months ended March 31, 2005

2. Capital (continued):

Range of Weighted average Weightedexercise Number of remaining averageprices stock options contractual life exercise price(CDN$) (years) (CDN$)

$ 0.55 - $ 0.80 282,924 0.9 $ 0.67$ 0.81 - $ 0.99 1,009,426 2.8 0.91$ 1.00 - $ 1.20 399,568 2.1 1.17$ 1.21 - $ 1.40 6,416,840 3.7 1.30

8,108,758 3.4 $ 1.22

The increase in contributed surplus during the year was a result of the Companyrecognizing stock-based compensation costs of $206.

3. Segmented information:

The Company segments its operating results among Asset Management, Family Office,Advisor Services and Sports Representation services, which is the basis to which managementmeasures and evaluates performance. The operations are supported by a corporate servicesgroup providing general management, financial and other support services.

Three months ended March 31, 2005 Distribution

Asset Family Advisor Sports TotalManagement Office Services Representation Distribution Total

Revenues $ 7,700 $ 8,989 $ – $ 2,595 $ 11,584 $ 19,284Inter-segment transfer price (3,936) 402 3,534 – 3,936 –

3,764 9,391 3,534 2,595 15,520 19,284

Operating expenses 2,305 7,915 3,416 1,897 13,228 15,533Operating income 1,459 1,476 118 698 2,292 3,751

Corporate costs 2,283Other 463Earnings before the undernoted 1,005

Interest and financing expense 101Amortization 798Income taxes 44

Net earnings for the period $ 62

Goodwill, carrying value $ 469 $ 10,812 $ – $ – $ 10,812 $ 11,281

Assets $ 11,602 $ 22,347 $ 2,253 $ 35,629 $ 60,229 $ 71,831Corporate assets 7,076

Total assets $ 78,907

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LORING WARD INTERNATIONAL LTD.Notes to Consolidated Financial Statements (continued)(Unaudited) (In thousands of U.S. dollars except per share amounts)

Three months ended March 31, 2005

3. Segmented information (continued):

Three months ended March 31, 2004 Distribution

Asset Family Advisor Sports TotalManagement Office Services Representation Distribution Total

Revenues $ 5,902 $ 8,753 $ – $ 2,985 $ 11,738 $ 17,640Inter-segment transfer price (3,116) 312 2,804 – 3,116 –

2,786 9,065 2,804 2,985 14,854 17,640

Operating expenses 2,152 7,096 2,872 2,334 12,302 14,454Operating income 634 1,969 (68) 651 2,552 3,186

Corporate costs 1,782Other 332Earnings before the undernoted 1,072

Interest and financing expense 77Amortization 804Income taxes 51

Net earnings $ 140

Goodwill, carrying value $ 469 $ 10,347 $ – $ 14,263 $ 24,610 $ 25,079

Assets $ 9,658 $ 23,578 $ 3,797 $ 38,649 $ 66,024 $ 75,682Corporate assets 16,726

Total assets $ 92,408

4. Related party transactions:

(a) The Company has advances to Nigro, Karlin and Segal, a general partnership, totalling$5,839 (December 31, 2004 - $6,302). Of these advances, $3,851 (December 31, 2004 -$4,795) is included in accounts receivable and $1,988 (December 31, 2004 - $1,507) isincluded in other assets.

(b) At March 31, 2005, amounts owing to vendors totaled $499 (December 31, 2004 - $601)with respect to previous acquisitions. Of these amounts, $318 (December 31, 2004 - $318)is included in accounts payable and accrued liabilities and $283 (December 31, 2004 -$283) is included in other long-term obligations.

These transactions are in the normal course of operations and are measured at the exchangeamount of consideration established and agreed to by the related parties.

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Loring Ward International Ltd.

Q1/2005 Conference Call Speaking Notes

Donald Herrema President & CEO

And

Denis Taillieu

Chief Financial Officer

And

Kishore Kapoor Executive Vice-President, Corporate Development

May 12, 2005

Page 32: First Quarter / 2005 Printed Materials Package

Conference Call Speaking Notes – May 12, 2005

Kish: Thank you operator and good morning.

Welcome to our First Quarter Results conference call.

I am here with Don Herrema, our President & CEO, and

Denis Taillieu, our Chief Financial Officer.

Yesterday we issued a news release outlining our results,

including our MD&A. This material is available on our

corporate web site at www.loringward.com.

Given the detail contained in this news release and the

MD&A, our comments during this call will be brief so that

we can proceed with taking questions from our

SHAREHOLDERS.

This conference call is also being simultaneously Webcast at

www.ccnmatthews.com/LoringWardQ1.

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Our discussion will also be archived on our web site until

midnight on May 31st, 2005.

I’d now like to turn the call over to Don for his remarks.

Don: Thank you Kish and good morning everyone.

I would like to begin by mentioning that we are speaking

with you today from New York City, marking the first time

one of our quarterly conference calls has originated in the

United States.

This is a reflection of our ongoing plans to fully transition

Loring Ward into a U.S. based company, which also include

the recruitment of a national executive team in the U.S. to

assume executive responsibilities from senior management

currently operating in Canada.

Consistent with this mandate, and the decision to focus on the

business segments with the highest prospect for growth and

profitability, the top operational priorities for the quarter

were to:

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• CONTINUE migrating executive responsibilities to the

U.S.;

• FOCUS our time, energy and resources on those

initiatives that can best accelerate the growth and

profitability of the Company’s core financial services

operations, namely our Asset Management, Advisor

Services and Family Office segments. Areas of focus

include:

• increasing our penetration within our existing

distribution network;

• prioritizing recruiting and acquisition opportunities;

and

• implementing further controls on operating

expenses.

During the period we also:

• Took steps to DIVEST our two remaining sports

representation firms to the senior management of those

respective firms; and finally,

Page 35: First Quarter / 2005 Printed Materials Package

• INTERVIEWED and SELECTED various candidates

for different leadership positions on the U.S. based

national executive team.

In that regard, I am pleased to announce that Tara Maw and

Paul Gluck have joined the company in Senior Executive

positions.

Tara Maw is joining as Chief Financial Officer and Paul

Gluck is joining as General Counsel of Loring Ward Group

Inc., the subsidiary that holds our U.S. operations.

Tara joins us from Brokertec U.S. LLC where she has been

the Chief Financial Officer since the company’s formation in

1999. Prior to that, she spent five years with SG New York

in various capacities, and eight years with Price Waterhouse

Coopers. Tara will be working closely with Denis Taillieu

and other members of the finance group in transitioning the

financial reporting to the US.

It is expected that later in 2005, Tara will transition to

become Chief Financial Officer for Loring Ward

International Ltd.

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Paul Gluck joins us from Dechert LLP where he spent 14

years as a partner with a legal practice that specialized in

mergers and acquisitions, SEC compliance, corporate finance

and commercial transactions generally.

Prior to that, he spent 11 years with another leading law firm

in New York. Initially Paul will be responsible for all legal

matters for our ongoing U.S. operations, including oversight

of the Company’s regulatory and compliance activities.

It is expected that Paul will transition to become General

Counsel and Corporate Secretary for Loring Ward

International Ltd. in June 2005. Both Tara and Paul will be

based in our New York Office.

In other matters:

• WE shared with you during our last conference call that

we have TEMPORARILY suspended preparations to list

the Company’s common shares on a U.S. Exchange or

other quotation system, until such time as I’ve had the

opportunity to fully review all aspects of this initiative;

and

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• WE are RECOMMENDING that at the upcoming annual

meeting that shareholders be asked to authorize the board

of directors to consolidate the issued share capital of the

Company on the basis of one common share for each ten

common shares existing prior to the consolidation.

Turning to financial performance:

• client assets under management were up $626 MILLION

or 28 per cent over the first quarter of 2004;

• revenues were $19.3 MILLION up $1.6 million over the

$17.6 million reported for the same period last year;

• operating income increased by SIX HUNDRED

THOUSAND DOLLARS or 17.7 per cent quarter-over-

quarter;

• EBITDA was $1.0 MILLION, down slightly from the

$1.1 million reported in the first quarter of 2004; and

• net earnings were essentially unchanged from the amount

reported during the corresponding period in 2004.

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On a segmented basis:

• Our Asset Management and Advisor Services segments

posted a $1.0 MILLION increase in combined operating

income over the same period last year. This was due

mainly to the growth in client assets under management;

and

• Our Family Office segment operating income declined by

FIVE HUNDRED THOUSAND DOLLARS, primarily

due to the investment in additional wealth management

professionals in late 2004, and the recruitment of business

development professionals in the first quarter of 2005.

Without these investments, the operating income from the

Family Office would have exceeded the results reported

for the first quarter of 2004.

Completing the picture, our corporate costs were

$2.3 MILLION, up FIVE HUNDRED THOUSAND

DOLLARS from the $1.8 million reported in the first quarter

of 2004. The main reason for this was the duplication of costs

relating to the transition of certain corporate functions to the

U.S., amounting to SIX HUNDRED THOUSAND

DOLLARS in the first quarter.

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Again, if one were to exclude these transition costs, the

corporate costs would have been slightly lower than last year.

Overall, I am encouraged by the progress we are making on

various fronts.

I believe we are executing with the right combination of

people, plan and purpose to successfully build on the solid

foundation that has been laid.

And now operator, I’d like to invite questions.

Question and Answer Session

Don: If there are no further questions, I would like to thank

everyone again today and conclude our call.

End of Call.