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Cannabix Technologies Inc Capital/Financing Update 2025
47133_rns_2025-08-07_ab09d2b7-44b7-4bb4-8a8b-988032742acc.pdf
Capital/Financing Update
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No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
This Amendment No. 1 dated August 7, 2025 (the "Prospectus Supplement Amendment"), together with the prospectus supplement dated November 14, 2024 (the "Prospectus Supplement" and, as amended by the Prospectus Supplement Amendment, the "Amended Prospectus Supplement") and the accompanying short form base shelf prospectus dated April 30, 2024 (the "Base Shelf Prospectus" and, as supplemented by the Amended Prospectus Supplement, the "Prospectus") to which it relates, and each document incorporated by reference into the Amended Prospectus Supplement and the Base Shelf Prospectus, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.
The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, the securities offered hereby may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (within the meaning of Regulation S under the U.S. Securities Act) unless we determine otherwise, and then only to the extent permitted by all applicable U.S. federal and state securities laws. The Amended Prospectus Supplement, together with the Base Shelf Prospectus, does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to or for the account or benefit of U.S. persons.
AMENDMENT NO. 1 DATED AUGUST 7, 2025 TO THE PROSPECTUS SUPPLEMENT DATED NOVEMBER 14, 2024
(To Short Form Base Shelf Prospectus dated April 30, 2024)
New Issue
August 7, 2025
CHARTWELL RETIREMENT RESIDENCES
The Prospectus Supplement of Chartwell Retirement Residences (the "Trust") is hereby amended by this Prospectus Supplement Amendment to increase the aggregate sale price of trust units of the Trust that may be offered from time to time under the Prospectus Supplement, from $250,000,000 to $500,000,000. Capitalized terms used but not otherwise defined in this Prospectus Supplement Amendment have the meanings ascribed thereto in the Prospectus Supplement.
Specifically, the Prospectus Supplement is amended by deleting the two references to “$250,000,000” contained on the face page of the Prospectus Supplement and substituting $500,000,000 therefor. As a result, the first sentence of the first paragraph of the text on the face page of the Prospectus Supplement, as so amended reads as follows:
“Chartwell Retirement Residences (the “Trust”) is hereby qualifying the distribution (the “Offering”) of trust units of the Trust (“Units”) having an aggregate sale price of up to $500,000,000.”
The first sentence of the third paragraph on the first face page of the Prospectus Supplement is deleted and replaced with the following:
The Trust has entered into an equity distribution agreement dated November 14, 2024, as amended by an amending agreement dated August 7, 2025 (the “Distribution Agreement”) with TD Securities Inc. (“TD”) and Scotia Capital Inc. (“Scotia”) (collectively, the “Agents”) pursuant to which the Trust may distribute Units from time to time through the Agents, as agents, in accordance with the terms of the Distribution Agreement.
The Prospectus Supplement is amended by deleting the first sentence in the second paragraph under “Consolidated Capitalization” on page S-3 of the Prospectus Supplement and substituting the following therefor:
“We may, from time to time during the period that the Offering remains in effect, issue and sell Units having an aggregate sale price of up to $500,000,000.”
The Prospectus Supplement is amended by deleting the first sentence of the first paragraph under “Plan of Distribution” on page S-4 of the Prospectus Supplement and substituting the following therefor:
“We have entered into the Distribution Agreement with the Agents under which the Trust may issue and sell from time to time Units through the Agents having an aggregate sale price of up to $500,000,000 in each of the provinces in Canada pursuant to placement notices delivered by the Trust to the Agents from time to time in accordance with the terms of the Distribution Agreement.”
The Prospectus Supplement is amended by deleting the disclosure provided under “Certain Canadian Federal Income Tax Considerations” beginning on page S-7 of the Prospectus Supplement and substituting the following therefor:
“In the opinion of Osler, Hoskin & Harcourt LLP, counsel to the Trust, and Borden Ladner Gervais LLP, counsel to the Agents (collectively, “Counsel”), the following describes, as of the date of this Prospectus Supplement Amendment, the principal Canadian federal income tax considerations generally applicable under the Tax Act to a holder who acquires, as beneficial owner, Units pursuant to this Offering and who, for purposes of the Tax Act and at all relevant times, (i) is, or is deemed to be, resident in Canada, (ii) deals at arm’s length with, and is not affiliated with, the Trust and the Agents, and (iii) holds such Units as capital property (a “Holder”). Generally, Units will be considered to be capital property to a Holder provided the Holder does not acquire or hold such Units in the course of carrying on a business or as part of an adventure or concern in the nature of trade. Certain holders who might not otherwise be considered to hold their Units as capital property may, in certain circumstances, be entitled to have their Units and any other “Canadian security” (as defined in the Tax Act) owned by such holder in the taxation year of the election and all subsequent taxation years treated as capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. Such holders should consult their own tax advisors regarding their particular circumstances.
This summary is not applicable to a holder (i) an interest in which is a “tax shelter investment”, (ii) that is, for purposes of certain rules (referred to as the mark-to-market rules) applicable to securities held by financial institutions, a “financial institution”, (iii) that is a “specified financial institution”, (iv) that reports its “Canadian tax results” in a currency other than Canadian currency, or (v) that enters into, with respect to its Units, a “derivative forward agreement”, each as defined in the Tax Act. Such holders should consult their own tax advisors.
This summary is based upon the facts set out in this Amended Prospectus Supplement (including the documents incorporated by reference), certificates as to certain factual matters, the provisions of the Tax Act in force at the date of this Prospectus Supplement Amendment, and Counsel’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing prior to the date of this Prospectus Supplement Amendment. There can be no assurance that the CRA will not change its administrative policies and assessing practices. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance prior to the date of this Prospectus Supplement Amendment (the “Proposed Amendments”). This summary does not otherwise take into account or anticipate any changes in law or administrative policies and assessing practices, whether by legislative, governmental or judicial decision or action, and does not take into account
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any provincial, territorial or foreign tax legislation or considerations, which may differ significantly from those discussed herein. This summary assumes that the Proposed Amendments will be enacted as proposed but no assurances can be given that this will be the case.
This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in Units. Moreover, the income and other tax consequences of acquiring, holding or disposing of Units will vary depending on the Holder's particular circumstances, including the province or territory or provinces or territories in which the Holder resides or carries on business. Accordingly, this summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective purchaser of Units. Consequently, investors should consult their own tax advisors for advice with respect to the tax consequences to them of an investment in Units based on their particular circumstances.
Status of the Trust
Mutual Fund Trust
This summary is based on the assumption that the trust has qualified as a "mutual fund trust" as defined in the Tax Act throughout its current taxation year and that it will continue to so qualify at all relevant times in the future. This assumption is based upon a certificate of the Trust as to certain factual matters. If the Trust were not to qualify as a mutual fund trust, the income tax considerations as described below would, in some respects, be materially different.
SIFT Rules
The Tax Act imposes a special taxation regime (the "SIFT Rules") applicable to SIFT trusts, as such term is defined in the Tax Act. Under the SIFT Rules, a SIFT trust is subject to tax in respect of certain distributions that are attributable to the SIFT trust's "non-portfolio earnings" as defined in the Tax Act; generally, income (other than certain dividends) from, or net taxable capital gains realized on, "non-portfolio properties" (as defined in the Tax Act), which does not include certain investments in non-Canadian entities, is taxed at a rate substantially equivalent to the combined federal and provincial corporate tax rate on certain types of income. The SIFT Rules are not applicable to certain real estate investment trusts that meet certain specified criteria (as provided in the Tax Act) relating to the nature of their revenues and investments (the "REIT Exception"). The Trust is a SIFT trust and is not currently eligible for the REIT Exception. Accordingly, the Trust is taxable under the SIFT Rules in respect of certain distributions that are attributable to the Trust's "non-portfolio earnings". The amount of a distribution in respect of which this tax is payable under the SIFT Rules by the Trust will generally be taxed in the hands of a Holder as though it were a taxable dividend received from a taxable Canadian corporation (as defined in the Tax Act). See also "Risk Factors - SIFT Rules".
The remainder of this summary is subject to the SIFT Rules as discussed above.
Taxation of the Trust
The taxation year of the Trust is the calendar year. In each taxation year, the Trust will be subject to tax under Part I of the Tax Act as described above under the heading "SIFT Rules" generally in respect of distributions made by the Trust during the year that are attributable to the Trust's "non-portfolio earnings" (as defined in the Tax Act) for the year. In addition, in each taxation year, the Trust will also be subject to tax under Part I of the Tax Act on its other income, if any, for the year, including net realized taxable capital gains from dispositions of property other than non-portfolio property, less the portion thereof that it deducts in respect of the amounts considered to be paid or payable in the year to unitholders. An amount will be considered to be payable to a unitholder in a taxation year if it is paid to the unitholder in the year by the Trust or if the unitholder is entitled in that year to enforce payment of the amount.
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The Trust’s income will be determined under the Tax Act for each taxation year and will include such amount of CSH Trust’s income for tax purposes, including net taxable capital gains, as is paid or becomes payable to the Trust in the year in respect of units of CSH Trust (the “CSH Trust Units”) and all interest on loans made by the Trust that accrues to the Trust to the end of the year, or that becomes receivable or is received by it before the end of the year, except to the extent that such interest was included in computing its income for a preceding taxation year. In addition, the income of the Trust will include its share of the income of Master Care LP (including taxable capital gains) for each fiscal year of Master Care LP ending on or before the year-end of the Trust.
The Trust generally will not be subject to tax on any amount received as a repayment of principal in respect of loans made by the Trust to its subsidiaries. The Trust will, generally, also not be subject to tax on any amounts received as distributions on the CSH Trust Units that are in excess of the income of CSH Trust that are paid or payable by CSH Trust to the Trust in a year, which amounts will generally reduce the Trust’s adjusted cost base of the CSH Trust Units. If, as a result, the Trust’s adjusted cost base in any taxation year of its CSH Trust Units would otherwise be a negative amount, the Trust will be deemed to realize a capital gain equal to such negative amount for that year, and the Trust’s adjusted cost base of its CSH Trust Units will then be nil. Generally, distributions to partners in excess of the income for tax purposes of Master Care LP for a fiscal year will result in a reduction of the adjusted cost base of each partner’s units in Master Care LP by the amount of such excess allocable to the partner. If, as a result, the Trust’s adjusted cost base of its units in Master Care LP would otherwise be a negative amount, the Trust will be deemed to realize a capital gain equal to such negative amount, and the Trust’s adjusted cost base of its units in Master Care LP will then be nil. If Master Care LP were to incur losses for tax purposes, the Trust’s ability to deduct such losses may be limited by certain rules under the Tax Act.
Provided that appropriate designations are made by CSH Trust, that portion of net taxable capital gains of CSH Trust as is considered to be paid or payable to the Trust will retain its character and be treated as such in the hands of the Trust for purposes of the Tax Act.
Upon redemption of CSH Trust Units in exchange for the interest-bearing Series 2 unsecured subordinated promissory notes of CSH Trust issued to the Trust from time to time (the “Series 2 Trust Notes”) and a transfer by the Trust of the Series 2 Trust Notes or other property of the Trust to a unitholder, in connection with an in specie redemption of Units by the unitholder, the Trust will be considered to dispose of the CSH Trust Units and the Series 2 Trust Notes or other property for proceeds of disposition equal to their fair market value (which may give rise to income or capital gains to the Trust).
The Trust’s proceeds from the disposition of Series 2 Trust Notes (or any other similar debt security) will generally be reduced by any accrued but unpaid interest in respect thereof, which interest will generally be included in the Trust’s income in the year of disposition to the extent it was not included in the Trust’s income in a previous year. The Trust will realize a capital gain (or a capital loss) to the extent that the proceeds from the disposition exceed (or are less than) the adjusted cost base of the CSH Trust Units and/or Series 2 Trust Notes as the case may be and any reasonable costs of disposition.
In computing its income, the Trust may deduct reasonable administrative costs and other expenses incurred by it for the purpose of earning income. The Trust may also deduct from its income for the year a portion of the reasonable expenses incurred by the Trust to issue Units pursuant to this Offering. Certain rules under the Tax Act (the “EIFEL Rules”) generally may have the effect of denying the deductibility of net interest and other financing expenses in certain circumstances, including the computation of taxable income by a trust, such that the amount of interest and other financing expenses deductible by the Trust may be reduced and the Trust may be subject to certain corresponding provisions by virtue of being a member of Master Care LP.
Under the Trust’s sixteenth amended and restated declaration of trust dated May 14, 2020 (the “Declaration of Trust”), an amount equal to the income for each taxation year of the Trust, including net realized taxable capital gains (other than income and taxable capital gains of the Trust arising on or in connection with an in specie redemption of Units which are paid or payable by the
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Trust to redeeming unitholders and capital gains which may be offset by capital losses carried forward from prior years or on which tax is recoverable by the Trust), and the non-taxable portion of net realized capital gains of the Trust, will be payable in the year to unitholders, in cash or in Units. Amounts payable to unitholders, whether in cash or Units, will, subject to the discussion above under "SIFT Rules", generally be deductible by the Trust in computing its income.
The Trust will be entitled for each taxation year to reduce (or receive a refund in respect of) its liability, if any, for tax on its net realized taxable capital gains by an amount determined under the Tax Act based on the redemption of Units during the year (the "Capital Gains Refund"). In certain circumstances, the Capital Gains Refund in a particular taxation year may not completely offset the Trust's tax liability for such taxation year arising as a result of the exchange of CSH Trust Units and the transfer of Series 2 Trust Notes, or other property of CSH Trust, on an in specie redemption of Units.
The Declaration of Trust provides that all or a portion of the income and any capital gains, realized by the Trust in connection with an in specie redemption of Units may, at the discretion of the Trust's trustees, be treated as paid or payable to, and as applicable designated as a taxable capital gain of, the redeeming unitholders. Subject to the discussion above under the heading "SIFT Rules", any amount so paid or payable must be included in the income of the redeeming unitholders and will be deductible by the Trust. However, the Trust generally will not be entitled to a deduction in computing its income in respect of such capital gains except to the extent of capital gains realized by the redeeming unitholder (with a similar rule applying to income distributed to a redeeming unitholder).
Losses of the Trust cannot be allocated to unitholders but may be deducted by the Trust in future years, subject to the detailed rules in the Tax Act in that regard.
Taxation of Master Care LP
Counsel has been advised that none of the equity of Master Care LP is listed or traded on a stock exchange or other public market or held by any person or partnership other than the Trust, CSH Trust, taxable Canadian corporations or "excluded subsidiary entities" (as defined in the Tax Act). On that basis, Master Care LP will be an "excluded subsidiary entity" (as defined in the Tax Act) and therefore will not be subject to the SIFT Rules.
The fiscal year of Master Care LP is the calendar year. Master Care LP will not be subject to tax under the Tax Act. Each partner of Master Care LP, including the Trust and CSH Trust, will be required to include in computing the partner's income the partner's share of the income or loss of Master Care LP for its fiscal year ending in or coincident with the partner's taxation year, whether or not any such income is distributed to the partner in the taxation year. For this purpose, the income or loss of Master Care LP will be computed for each fiscal year as if Master Care LP were a separate person resident in Canada. In computing the income or loss of Master Care LP, deductions will be claimed in respect of its reasonable administrative and other expenses incurred for the purpose of earning income and available capital cost allowances. The income (including taxable capital gains) or loss of Master Care LP for a fiscal year will be allocated to the partners of Master Care LP, including the Trust and CSH Trust, on the basis of their respective share of such income or loss, subject to the detailed rules in the Tax Act in that regard. If Master Care LP issues units in connection with this Offering, it may also deduct from its income for the year a portion of the reasonable expenses incurred by it to issue such units.
These rules apply to the taxation of Master Care LP as a partner of any of the partnerships in which it holds an interest.
Taxation of CSH Trust
Counsel has been advised that none of the equity of CSH Trust is listed or traded on a stock exchange or other public market or held by any person other than the Trust. On this basis, CSH Trust will be
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an “excluded subsidiary entity” (as defined in the Tax Act) and therefore will not be subject to the SIFT Rules.
The taxation year of CSH Trust is the calendar year. In each taxation year, CSH Trust will be subject to tax under Part I of the Tax Act on its income for the year, including net realized taxable capital gains, less the portion thereof that it deducts in respect of amounts paid or payable in the year to the Trust. The income of CSH Trust will include its share of the income of Master Care LP for each fiscal year ending on or before the year-end of CSH Trust.
Generally, distributions to partners in excess of the income for tax purposes of Master Care LP for a fiscal year will result in a reduction of the adjusted cost base of each partner’s units in Master Care LP by the amount of such excess allocable to the partner. If, as a result, CSH Trust’s adjusted cost base of its units in Master Care LP would otherwise be a negative amount, CSH Trust will be deemed to realize a capital gain equal to such negative amount, and CSH Trust’s adjusted cost base of its units in Master Care LP will then be nil. If Master Care LP were to incur losses for tax purposes, CSH Trust’s ability to deduct such losses may be limited by certain rules under the Tax Act.
In computing its income, CSH Trust may generally deduct its reasonable expenses incurred to earn such income. Under the EIFEL Rules, the amount of interest and other financing expenses deductible by CSH Trust may be reduced and CSH Trust may be subject to certain corresponding provisions by virtue of being a member of Master Care LP.
Under the declaration of trust for CSH Trust, an amount equal to the income of CSH Trust (including net realized taxable capital gains), and the non-taxable portion of net realized capital gains of CSH Trust, will be paid or payable in the year to the Trust. Counsel has been advised that CSH Trust intends to distribute a sufficient amount to the Trust and to deduct in computing its income for purposes of the Tax Act the full amount available for deduction in each taxation year to the extent of its taxable income for the year otherwise determined so that CSH Trust will generally not be liable in such year for ordinary income tax under Part I of the Tax Act. CSH Trust may, in certain circumstances, be liable for alternative minimum tax except where any exemption to alternative minimum tax applies to CSH Trust.
Taxation of Holders
Trust Distributions
In general, where a distribution paid or made payable by the Trust to a Holder results in the Trust being subject to tax under the SIFT Rules as described above, the amount of the distribution received (whether received in cash, additional Units or otherwise) by a Holder will be deemed to be an “eligible dividend” (as defined in the Tax Act) paid by a taxable Canadian corporation. Eligible dividends received or deemed to be received by an individual (other than certain trusts) will be included in the individual’s income and generally will be subject to the enhanced gross-up and dividend tax credit rules applicable under the Tax Act. Such dividends, if received by a corporation, will generally be included in computing the corporation’s income and will generally be deductible in computing its taxable income. A corporation that is a “private corporation” or a “subject corporation”, each as defined in the Tax Act, will generally be liable to pay a refundable tax under Part IV of the Tax Act on such dividends to the extent that such dividends are deductible in computing the corporation’s taxable income. Distributions that do not result in the Trust being subject to the SIFT Rules will be taxed as described below.
A Holder will generally be required to include in income for a particular taxation year the portion of the net income of the Trust (other than income that has been subject to tax under the SIFT Rules) for a taxation year, including net realized taxable capital gains, that is paid or payable to the Holder in the particular taxation year, whether such portion is received in cash, additional Units or otherwise.
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Provided that appropriate designations are made by the Trust, that portion of (1) taxable dividends received by the Trust from taxable Canadian corporations, (2) the Trust’s net taxable capital gains, and (3) income, if any, of the Trust from a source in a country other than Canada, as is paid or payable to a Holder, will effectively retain its character and be treated as such in the hands of the Holder for purposes of the Tax Act. Holders will be informed each year of the composition of the amounts distributed to them. The tax treatment of capital gains is described below. To the extent that amounts are designated as taxable dividends received or deemed to be received on shares of a taxable Canadian corporation, the normal gross-up and dividend tax credit provisions will be applicable in respect of Holders who are individuals, the refundable tax under Part IV of the Tax Act will generally be payable by Holders that are “private corporations” or “subject corporations”, each as defined in the Tax Act, and the deduction in computing taxable income will generally be available to Holders that are corporations.
Certain taxable dividends received by individuals (other than certain trusts) from a corporation resident in Canada will be eligible for the enhanced dividend tax credit to the extent certain conditions are met and designations are made, such as the dividend being sourced out of income that is subject to tax at the general corporate tax rate. This may apply to distributions made by the Trust that have as their source “eligible dividends” received by the Trust from a corporation resident in Canada, to the extent the Trust makes the appropriate designation to have such “eligible dividends” deemed received by the Holder and provided that the corporate dividend payer makes the required designation to treat such taxable dividends as “eligible dividends”.
The non-taxable portion of any net realized capital gains of the Trust paid or payable to a Holder in a taxation year will not be included in computing the Holder’s income for the year. Any other amount in excess of the net income and net taxable capital gains of the Trust that is paid or payable to a Holder in such year (otherwise than as proceeds of disposition of the Units) will generally not be included in the Holder’s income for the year. However, such other amounts will reduce the adjusted cost base of the Units held by the Holder. To the extent that the adjusted cost base of a Unit would otherwise be less than zero in any taxation year, the negative amount will be deemed to be a capital gain realized by the Holder in that taxation year and the adjusted cost base of the Holder’s Units will then be nil.
The cost to a Holder of additional Units received in lieu of a cash distribution will be the amount of that distribution. The cost of additional Units acquired on the reinvestment of distributions will generally be the amount of such reinvestment. It is the administrative position of the CRA that if, pursuant to a distribution reinvestment plan of a trust (for example, the DRIP), a unitholder acquires a unit from the trust at a price that is less than the then fair market value of the unit, the unitholder must include the difference in income and the cost of the unit will be correspondingly increased.
Purchases of Units
Since the net income of the Trust will be distributed on a monthly basis, a purchaser of a Unit may become taxable on a portion of the net income of the Trust accrued or realized by the Trust in a month before the time the Unit was purchased but which was not paid or made payable to Holders until the end of the month and after the time the Unit was purchased. A similar result may apply on an annual basis in respect of a portion of capital gains accrued or realized by the Trust in a year before the time the Unit was purchased but which is paid or made payable to Holders at year end and after the time the Unit was purchased.
Dispositions of Units
On the disposition or deemed disposition of a Unit, whether on a redemption or otherwise, the Holder will realize a capital gain (or capital loss) equal to the amount by which the Holder’s proceeds of disposition exceed (or are less than) the aggregate of the adjusted cost base of the Unit and any reasonable costs of disposition. Proceeds of disposition will not include an amount that is otherwise required to be included in the Holder’s income such as amounts treated as having been paid to the Holder out of income or capital gains of the Trust.
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For the purpose of determining the adjusted cost base to a Holder of Units, when a Unit is acquired, the cost of the newly-acquired Unit will be averaged with the adjusted cost base of all of the Units owned by the Holder as capital property immediately before that time.
Where, on a redemption of Units, Series 2 Trust Notes or other property of the Trust is transferred by the Trust to the redeeming Holder, the proceeds of disposition of the Units to the Holder will be equal to the fair market value of the Series 2 Trust Notes or other property of the Trust so transferred less any income or capital gain realized by the Trust as a result of or in connection with such distribution which is treated as being paid or payable by the Trust to the redeeming Holder including, in the case of Series 2 Trust Notes, any accrued interest thereon. Where such income or capital gain is treated as paid or payable by the Trust to the redeeming Holder and would result in the Trust being subject to tax under the SIFT Rules, the Holder will be deemed to have received an "eligible dividend" (as defined in the Tax Act) from a taxable Canadian corporation. Otherwise, the Holder will be required to include such income, and the taxable portion of any such capital gain so designated by the Trust, in the Holder's income. The cost to a Holder of any property of the Trust transferred by the Trust to the Holder upon a redemption of Units will be equal to the fair market value of such property at the time of the transfer less, in the case of a Series 2 Trust Note (or any other similar debt security so transferred), any accrued unpaid interest. The Holder will thereafter be required to include in income interest on any Series 2 Trust Note so distributed (or any other similar debt security so distributed) in accordance with the provisions of the Tax Act but, to the extent such interest inclusion is in respect of any interest accrued to the date of the acquisition of such debt security by the Holder, an offsetting deduction will be available.
Capital Gains and Capital Losses
One-half of any capital gain realized by a Holder and the amount of any net taxable capital gains distributed and designated by the Trust to a Holder will be included in the Holder's income as a taxable capital gain. One-half of any capital loss (an "allowable capital loss") realized in a taxation year by a Holder must be deducted from taxable capital gains realized in that year, subject to and in accordance with the provisions of the Tax Act. Allowable capital losses in excess of taxable capital gains realized in a taxation year may, to the extent and under the circumstances provided in the Tax Act, be deducted from net taxable capital gains realized in the three preceding taxation years or in any subsequent taxation year. Where a Holder that is a corporation or trust (other than a "mutual fund trust", as defined in the Tax Act) disposes of a Unit, the Holder's capital loss from the disposition will generally be reduced by the amount of dividends previously designated by the Trust to the Holder except to the extent that a loss on a previous disposition of a Unit has been reduced by those dividends. Analogous rules apply where a corporation or trust (other than a "mutual fund trust", as defined in the Tax Act) is a member of a partnership that disposes of Units.
If a Holder is a "Canadian controlled private corporation", as defined in the Tax Act, throughout a taxation year, or a "substantive CCPC" at any time in a taxation year, such Holder may be liable to pay a refundable tax on its "aggregate investment income" (as defined in the Tax Act) which generally includes, among other things, amounts in respect of taxable capital gains.
Eligibility for Investment
Provided that, on the date of this Prospectus Supplement Amendment, the Trust qualifies as a "mutual fund trust" or is a "registered investment" for the purposes of the Tax Act or the Units are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSX), the Units will be qualified investments under the Tax Act, on such date, for trusts governed by registered retirement savings plans ("RRSPs"), registered retirement income funds ("RRIFs"), registered disability savings plans ("RDSPs"), deferred profit sharing plans, tax-free savings accounts ("TFSAs"), registered education savings plans ("RESPs") and first home savings accounts ("FHSAs") (each, a "Plan" and, collectively, the "Plans"). In the case of a RRSP, a RRIF, a RDSP, a RESP, a TFSA or a FHSA, provided the annuitant, holder or subscriber, as the case may be, deals at arm's length with the Trust and does not have a "significant interest" (with the meaning of the Tax Act) in the Trust, the Units will not be a prohibited investment under the Tax Act for such RRSP, RRIF, RDSP, RESP, TFSA or FHSA. In addition, Units will not be a prohibited investment
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under the Tax Act if such Units are “excluded property” (as defined in the Tax Act) for such RRSP, RRIF, RDSP, RESP, TFSA or FHSA. Holders who intend to hold their Units in their RRSPs, RRIFs, RDSPs, RESPs, TFSAs, or FHSAs, should consult their own tax advisors regarding their particular circumstances.
Series 2 Trust Notes or other property received as a result of an in specie redemption of Units by the Trust may not be a qualified investment for a Plan, which could give rise to adverse consequences to the Plan or the annuitant, beneficiary, holder or subscriber, as the case may be, thereunder if the Plan acquires such property. Accordingly, Plans that own Units should consult their own tax advisors before deciding to exercise the redemption rights attached to the Units.”
Pursuant to a decision of the Autorité des marchés financiers, the securities regulatory authority in the Province of Québec, dated November 11, 2024, the Trust was granted relief from the requirement to translate into French the Amended Prospectus Supplement and all documents incorporated by reference therein, as well as any prospectus supplement that relates to any future “at-the-market” distribution for the period during which the Base Shelf Prospectus remains valid. This exemption was granted on the condition that any prospectus, and any documents incorporated by reference therein or any prospectus supplement, be translated into French if the Trust offers securities to Québec purchasers in connection with an offering other than in relation to an “at-the-market” distribution.
This Prospectus Supplement Amendment is deemed to be incorporated by reference into the Base Shelf Prospectus solely for the purposes of the Units offered under the Amended Prospectus Supplement.
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CERTIFICATE OF CHARTWELL RETIREMENT RESIDENCES
Dated: August 7, 2025
The short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the shelf prospectus supplement dated November 14, 2024, as amended by this amendment, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and the supplement as required by the securities laws of each of the provinces of Canada.
(signed) “W. Vlad Volodarski”
President and Chief Executive Officer
(signed) “Jeffrey Brown”
Chief Financial Officer
On behalf of the Board of Trustees
(signed) “V. Ann Davis”
Trustee
(signed) “Huw Thomas”
Trustee
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CERTIFICATE OF THE AGENTS
Dated: August 7, 2025
To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the shelf prospectus supplement dated November 14, 2024, as amended by this amendment, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and the supplement as required by the securities laws of each of the provinces of Canada.
TD SECURITIES INC.
(signed) “Jason Murison”
Managing Director, Head of
Canadian Real Estate Investment
Banking
SCOTIA CAPITAL INC.
(signed) “Karim Kabbara”
Managing Director, Global
Investment Banking
CHARTwell
retirement residences