Chartwell Retirement Residences

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This prospectus supplement (“ Prospectus Supplement ”), together with the short form base shelf prospectus to which it relates dated December 6, 2019 (“ Base Shelf Prospectus ”), as amended or supplemented, and each document deemed to be incorporated by reference into this Prospectus Supplement and the Base Shelf Prospectus, as amended or supplemented, 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, and accordingly will not be offered, sold or delivered, directly or indirectly, within the United States (as such term is defined in Regulation S under the U.S. Securities Act), except pursuant to transactions that are exempt from the registration requirements of such laws. See “Plan of Distribution”. This Prospectus Supplement 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.

Information has been incorporated by reference in this Prospectus Supplement and the Base Shelf Prospectus to which it relates from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Secretary of Chartwell Retirement Residences at 7070 Derrycrest Drive, Mississauga, Ontario, L5W 0G5 (Telephone: (905) 501-9219) and are also available electronically at www.sedar.com.

PROSPECTUS SUPPLEMENT

To the Short Form Base Shelf Prospectus dated December 6, 2019

New Issue

August 18, 2021

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$175,110,000 13,470,000 Units

This Prospectus Supplement, together with the Base Shelf Prospectus, qualifies the distribution of 13,470,000 trust units (“ Units ”) of Chartwell Retirement Residences (the “ Trust ”), at a price of $13.00 per Unit (the “ Offering ”). We will use the net proceeds of the sale of Units to repay a portion of existing indebtedness of the Trust, to fund future acquisitions, developments and for general trust purposes. See “Use of Proceeds”. We refer to the Base Shelf Prospectus, as supplemented by this Prospectus Supplement, as this “ Prospectus ”.

Our outstanding Units are listed on the Toronto Stock Exchange (the “ TSX ”) under the symbol “CSH.UN”. The closing price of the Units on the TSX on August 16, 2021, the last trading day prior to the Trust’s announcement of this Offering, was $13.40. On August 17, 2021, the trading day immediately prior to the date of this Prospectus Supplement, the closing price of the Units on the TSX was $12.91. The TSX has conditionally approved the listing of the Units to be issued by the Trust on the TSX. Listing will be subject to the Trust fulfilling all of the requirements of the TSX on or before November 16, 2021.

Price: $13.00 per Unit

Per Unit ......................................... Total(3)...........................................	Price to the Public $13.00 $175,110,000	Underwriters’ Fee(1) $0.52 $7,004,400	Net Proceeds to the Trust(2)
			$12.48 $168,105,600

Notes:

(1) In consideration for the services rendered by the Underwriters (as defined below) in connection with the Offering, the Trust has agreed to pay the Underwriters a fee (the “ Underwriters’ Fee ”) equal to 4% of the gross proceeds of the Offering, including any proceeds received pursuant to the exercise of the Over-Allotment Option (as defined below). See “Plan of Distribution”.

(2) After deducting the Underwriters’ Fee but before deducting expenses of the Offering, estimated to be $500,000, which, together with the Underwriters’ Fee, will be paid by the Trust from the proceeds of the Offering.

(3) The Trust has granted the Underwriters an option (the “ Over-Allotment Option ”), exercisable in whole or in part at any time until the date which is 30 days from the closing of the Offering, to purchase up to 2,020,500 additional Units on the same terms as set forth above solely to cover over-allotments, if any. If the Over-Allotment Option is exercised in full, the total Price to the Public, Underwriters’ Fee and Net Proceeds to the Trust will be $201,376,500, $8,055,060 and $193,321,440, respectively. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of Units to be issued on the exercise of the Over-Allotment Option. A purchaser who acquires Units forming part of the Underwriters’ over-allocation position acquires such Units under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution”.

Underwriters’ Position Over-Allotment Option ..............	Maximum Number of Securities Available 2,020,500	Exercise Period 30 days from closing of this Offering	Exercise Price
			$13.00 per Unit

The price of the Units offered under this Prospectus was established by negotiation between us and BMO Nesbitt Burns Inc. (“ BMO ”) and RBC Dominion Securities Inc. (“ RBC ”), on behalf of themselves and CIBC World Markets Inc. (“ CIBC ”), TD Securities Inc. (“ TD ”), Scotia Capital Inc. (“ Scotia ”), National Bank Financial Inc. (“ National Bank ”) and Canaccord Genuity Corp. (collectively, the “ Underwriters ”).

The Underwriters, as principals, conditionally offer the Units, subject to prior sale, if, as and when issued, sold and delivered by the Trust and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “Plan of Distribution” and subject to the approval of certain legal matters on behalf of the Trust by Osler, Hoskin & Harcourt LLP and on behalf of the Underwriters by Borden Ladner Gervais LLP.

In connection with this Offering, the Underwriters may, subject to applicable law, over-allot or effect transactions which stabilize or maintain the market price of the Units at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may offer the Units at a price lower than that stated above. See “Plan of Distribution”.

Subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. Closing of this Offering is expected to occur on August 25, 2021 or such other date as we and the Underwriters may agree, but in any event not later than September 8, 2021. The Units offered under this Prospectus will be deposited with CDS Clearing and Depository Services Inc. (“ CDS ”) on the closing date. A purchaser of Units pursuant to this Offering will not receive a unit certificate on closing. Purchasers of Units will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Units are purchased. See “Plan of Distribution”.

Affiliates of each of BMO, CIBC, TD and Scotia are lenders to Chartwell (as defined herein) under the Credit Agreements (as defined herein) and the Loan Agreements (as defined herein). In addition, BMO, RBC, CIBC, TD, Scotia and National Bank are wholly-owned subsidiaries of Canadian chartered banks that have granted mortgage financings to Chartwell. Consequently, in connection with the Offering, the Trust may be considered

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a “connected issuer” of each of BMO, RBC, CIBC, TD, Scotia and National Bank within the meaning of applicable Canadian securities legislation. See “Relationship Between Chartwell and Certain of the Underwriters”.

There are certain risks inherent in an investment in our Units and in our activities. Prospective investors should carefully consider these risk factors before purchasing Units. See “Risk Factors”. In the opinion of Counsel (as defined herein), the Units will, on the date of the closing of this Offering, be qualified investments under the Income Tax Act (Canada) and the regulations thereunder (collectively, the “ Tax Act ”) for Plans (as defined herein) as set out under, and based upon the assumptions set out under, “Certain Canadian Federal Income Tax Considerations – Eligibility for Investment”.

A return on an investment in Units is not comparable to the return on an investment in a fixed income security. The recovery of your investment in Units is at risk, and the anticipated return on your investment in Units is based on many performance assumptions.

Although the Trust intends to make distributions of its available cash to holders of Units, these cash distributions may be reduced or suspended, depending on numerous factors disclosed in our continuous disclosure documents. The actual amount distributed will depend on numerous factors, including forward-looking cash flow information, forecasts and budgets, results of operations, requirements for capital expenditures and working capital, future financial prospects of Chartwell, debt covenants and obligations, and any other factors considered relevant by the board of trustees of the Trust in setting the distribution rate, all of which are subject to a number of risks. In addition, the market value of the Units may decline if the Trust’s distributions are reduced or suspended, and that decline may be significant.

It is important for a prospective investor to consider the particular risk factors that may affect the seniors housing industry in which prospective investors are investing, and therefore the stability of the distributions that such investors receive on any Units. See, for example, “Risk Factors” in this Prospectus Supplement and in the Base Shelf Prospectus, “Risks Related to Chartwell and the Industry” under “Risk Factors” in our most recent AIF (as defined herein) and “COVID-19 Business Impacts and Related Risks”, “Litigation and Claims” and “Risks and Uncertainties and Forward-Looking Information – Risks and Uncertainties” in our 2020 MD&A (as defined herein) and in our Q2 2021 MD&A (as defined herein), which are incorporated by reference into this Prospectus. These sections, as well as other sections under “Risk Factors” in the AIF, describe our assessment of certain of those risk factors, as well as the potential consequences to investors if any such risk should occur.

The after-tax return from an investment in Units to unitholders subject to Canadian federal income tax will depend, in part, on the composition for Canadian federal income tax purposes of distributions paid by the Trust on its Units, which may be fully or partially taxable (as a dividend or ordinary income, as the case may be) or tax deferred. That composition may change over time, thus affecting a unitholder’s after-tax return. The adjusted cost base of any Units held by a unitholder will be reduced by the non-taxable portion of distributions made to the unitholder other than the portion thereof attributable to the non-taxable portion of any capital gains realized by the Trust. For Canadian federal income tax purposes, the after-tax return to unitholders will also depend, in part, on whether distributions of the net income of the Trust will be subject to tax under the SIFT Rules (as defined herein). See “Certain Canadian Federal Income Tax Considerations”.

The Trust is not a trust company and, accordingly, is not registered under applicable legislation governing trust companies. The Units are not “deposits” within the meaning of the Canada Deposit Insurance Corporation Act and are not insured under the provisions of that statute or any other legislation.

The Trust is an unincorporated, open-ended trust governed by the laws of the Province of Ontario. The Trust’s head office is located at 7070 Derrycrest Drive, Mississauga, Ontario, L5W 0G5.

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Page	Page
.. S-1	RELATIONSHIP BETWEEN CHARTWELL AND
	CERTAIN OF THE UNDERWRITERS ............... S-7
.. S-1	PRIOR SALES ...................................................... S-8
.. S-2	TRADING PRICE AND VOLUME ..................... S-9
.. S-2	CERTAIN CANADIAN FEDERAL INCOME TAX
.. S-3	CONSIDERATIONS ............................................. S-9
.. S-3	RISK FACTORS ................................................. S-15
.. S-3	LEGAL MATTERS AND INTERESTS OF EXPERTS ............................................................ S-15
.. S-4	AUDITORS, TRANSFER AGENT AND
.. S-5	REGISTRAR ....................................................... S-16
.. S-5	PURCHASERS’ STATUTORY RIGHTS AND
.. S-5	RESCISSION ...................................................... S-16
	CERTIFICATE OF THE UNDERWRITERS ....... C-1

ABOUT THIS PROSPECTUS SUPPLEMENT ... S-1 DOCUMENTS INCORPORATED BY REFERENCE ........................................................ S-1 MARKETING MATERIALS ............................... S-2 FORWARD-LOOKING INFORMATION ........... S-2 EXPLANATORY NOTES .................................... S-3 NON-GAAP MEASURES .................................... S-3 CHARTWELL ...................................................... S-3 CONSOLIDATED CAPITALIZATION .............. S-4 USE OF PROCEEDS ............................................ S-5 DESCRIPTION OF UNITS .................................. S-5 PLAN OF DISTRIBUTION .................................. S-5

BASE SHELF PROSPECTUS TABLE OF CONTENTS

Page	Page
	PLAN OF DISTRIBUTION ......................................7
......1	PRIOR SALES ..........................................................8
......2	TRADING PRICE AND VOLUME .........................9
......3	CERTAIN CANADIAN FEDERAL INCOME
......3	TAX CONSIDERATIONS .......................................9
......4	RISK FACTORS .......................................................9
......4	LEGAL MATTERS AND INTERESTS OF
......4	EXPERTS ..................................................................9
......4	AUDITORS, TRANSFER AGENT AND REGISTRAR ........................................................... 10
......4	PURCHASERS’ STATUTORY AND
......5	CONTRACTUAL RIGHTS .................................... 10
S ...5	CERTIFICATE OF THE TRUST ......................... C-1

DOCUMENTS INCORPORATED BY REFERENCE ............................................................1 FORWARD LOOKING STATEMENTS .................2 EXPLANATORY NOTES ........................................3 CHARTWELL ..........................................................3 RECENT DEVELOPMENTS ...................................4 CONSOLIDATED CAPITALIZATION ..................4 USE OF PROCEEDS ................................................4 EARNINGS COVERAGE RATIOS .........................4 CREDIT RATINGS ..................................................4 DESCRIPTION OF UNITS ......................................5 DESCRIPTION OF SUBSCRIPTION RECEIPTS ...5 DESCRIPTION OF DEBT SECURITIES ................6

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this Prospectus Supplement, which describes the terms of this Offering and also adds to and updates certain information contained in the Base Shelf Prospectus and the documents incorporated by reference herein and therein. The second part is the accompanying Base Shelf Prospectus, which provides more general information, some of which may apply to the Units offered hereunder. This Prospectus shall not be used by anyone for any purpose other than in connection with the Offering.

You should read this Prospectus Supplement along with the accompanying Base Shelf Prospectus. You should rely only on the information contained in or incorporated by reference in this Prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information provided by this Prospectus Supplement or the accompanying Base Shelf Prospectus is accurate as of any date other than the date on the front of these documents. Our business, financial condition, results of operations and accompanying prospects may have changed since those dates. The Units are being offered only in jurisdictions in which offers and sales are permitted.

If the information varies between this Prospectus Supplement and the accompanying Base Shelf Prospectus, the information in this Prospectus Supplement supersedes the information in the accompanying Base Shelf Prospectus. Unless otherwise stated in this Prospectus Supplement, all disclosure in this Prospectus Supplement assumes that the Over-Allotment Option has not been exercised.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference into the accompanying Base Shelf Prospectus solely for the purpose of this Offering.

The following documents, filed with the various securities regulatory commissions or similar authorities in each of the provinces of Canada, are specifically incorporated by reference into and form an integral part of this Prospectus Supplement and the Base Shelf Prospectus as of the date of this Prospectus Supplement:

(a) the annual information form of the Trust dated March 4, 2021 for the year ended December 31, 2020 (the “ AIF ”);
(b) the audited consolidated financial statements of the Trust as at and for the years ended December 31, 2020 and 2019, together with the notes thereto and the auditors’ report thereon;
(c) the management’s discussion and analysis of the results of operations and financial condition of the Trust for the year ended December 31, 2020 (the “ 2020 MD&A ”);
(d) the certificate of the Trust dated March 4, 2021 with respect to compliance with its undertaking to treat Chartwell Master Care LP as a subsidiary of the Trust for the purposes of compliance with its reporting issuer obligations;
(e) the unaudited condensed consolidated interim financial statements of the Trust as at and for the three months and six months ended June 30, 2021 and 2020, together with the notes thereto;
(f) the management’s discussion and analysis of the results of operations and financial condition of the Trust for the three months and six months ended June 30, 2021 (the “ Q2 2021 MD&A ”);
(g) the management information circular of the Trust dated March 31, 2021 prepared in connection with the annual meeting of unitholders of the Trust held on May 20, 2021;
(h) the material change report of the Trust in respect of the Offering, dated August 17, 2021; and
(i) the template version of the term sheet for the Units dated August 16, 2021, filed on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) in connection with this Offering (the “ Term Sheet ”).

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Any documents of the type referred to above (excluding confidential material change reports, if any), any business acquisition reports and any other documents of the type described in item 11.1 of Form 44-101F1 – Short Form Prospectus filed by the Trust with the securities commissions or similar regulatory authorities in the provinces of Canada after the date of this Prospectus Supplement and before the termination of the distribution shall be deemed to be incorporated by reference into and form an integral part of this Prospectus Supplement.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is incorporated or is deemed to be incorporated by reference in this Prospectus, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or omission to state a material fact that was required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall be deemed, except as so modified or superseded, not to constitute a part of this Prospectus.

MARKETING MATERIALS

The Term Sheet is specifically incorporated by reference into this Prospectus as of the date of this Prospectus Supplement. See “Documents Incorporated by Reference”. Any “template version” of “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements ) filed with the securities commission or similar regulatory authority in each of the provinces of Canada in connection with this Offering after the date of this Prospectus Supplement and before the termination of the distribution of Units under this Prospectus (including any amendments to, or an amended version of, the Term Sheet) is deemed to be incorporated by reference into this Prospectus. Any template version of marketing materials is not part of this Prospectus to the extent that the contents of the template version of marketing materials have been modified or superseded by a statement contained in this Prospectus or any amendment.

FORWARD-LOOKING INFORMATION

This Prospectus Supplement contains or incorporates by reference forward-looking information within the meaning of applicable securities legislation based on management of the Trust’s expectations, estimates and projections about the future results, performance, achievements, prospects or opportunities for Chartwell and the seniors housing industry as of the date of this Prospectus Supplement. Forward-looking information refers to, without limitation, possible events, statements with respect to possible events, expected capital expenditures, currency fluctuations, capital requirements, government regulation of the seniors housing industry, Chartwell’s internal growth, industry profile and Chartwell’s relationship with its unionized employees. Forward-looking information in this Prospectus Supplement include statements regarding the expected timing for completion of the Offering, the anticipated use of the net proceeds of the Offering, the listing of the Units and pro forma ratio of consolidated indebtedness to aggregated adjusted assets. The words “plans”, “expects”, “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes” or variations of such words and phrases or statements to the effect that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “occur”, “be achieved” or “continue” and similar expressions identify forward-looking information.

Forward-looking information is necessarily based on a number of estimates and assumptions that, while considered reasonable by the Trust as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The Trust’s estimates and assumptions, which may prove to be incorrect, include, but are not limited to, the various assumptions incorporated by reference in this Prospectus Supplement as well as the following:

(a) Chartwell’s business strategy and the achievement of its objectives and priorities;
(b) the expected costs and completion dates of communities under development;

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(c) Chartwell’s ability to renew maturing debt in due course;
(d) the occurrence and resolution of a pandemic, epidemic or outbreak of a contagious disease, such as COVID-19;
(e) the impact of new laws and regulations in Canada, and the likelihood of continued funding of Chartwell’s programs by government agencies; and
(f) tax laws and taxes that are expected to be payable in future years under the SIFT Rules.

While the Trust anticipates that subsequent events and developments may cause the Trust’s views to change, the Trust does not intend to update this forward-looking information, except as required by applicable securities laws. This forward-looking information represents the Trust’s views as of the date of this Prospectus Supplement or the date of the document incorporated by reference in which such forward-looking information is contained and such information should not be relied upon as representing the Trust’s views as of any date subsequent to the applicable date. The Trust has attempted to identify important factors that could cause actual results, performance or achievements to vary from those current expectations or estimates expressed or implied by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, prospective investors should not place undue reliance on forward-looking information. These risks and uncertainties include, but are not limited to, the factors referred to under the heading “Risk Factors” in this Prospectus Supplement, in the Base Shelf Prospectus, and in the AIF, and under the headings “COVID-19 Business Impacts and Related Risks”, “Litigation and Claims” and “Risks and Uncertainties and Forward-Looking Information – Risks and Uncertainties” in the 2020 MD&A and in the Q2 2021 MD&A. These factors are not intended to represent a complete list of the factors that could affect Chartwell. Additional information about these assumptions and risks and uncertainties is contained in our filings with securities regulators, including our AIF, 2020 MD&A and Q2 2021 MD&A, which are available on SEDAR at www.sedar.com. All of the forward-looking information contained in this Prospectus or the documents incorporated by reference herein are expressly qualified by the foregoing cautionary statements.

EXPLANATORY NOTES

References in this Prospectus to “Chartwell”, “we”, “us” or “our” refer to the Trust and its subsidiaries, unless the context indicates otherwise.

All references to “dollars” or “$” are to Canadian dollars, unless otherwise indicated.

NON-GAAP MEASURES

Chartwell’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“ IFRS ”). Management uses certain financial measures to assess Chartwell’s financial performance, which are measures not defined in generally accepted accounting principles (“ GAAP ”) under IFRS. Chartwell’s credit agreements and outstanding debentures contain numerous financial covenants. The calculation of the pro forma ratio of consolidated indebtedness to aggregate adjusted assets in this Prospectus Supplement is based on the definitions of various financial metrics as reflected in the indenture governing Chartwell’s outstanding debentures and may not be comparable to similar metrics used by other entities or to any GAAP measure. For a full description of certain of these covenants, please refer to the Q2 2021 MD&A available on Chartwell’s website and at www.sedar.com.

CHARTWELL

The Trust is an unincorporated open-ended trust governed by the laws of the Province of Ontario, created as of July 7, 2003 and subsisting under the sixteenth amended and restated declaration of trust of the Trust dated May 14, 2020 (the “ Declaration of Trust ”). The Trust’s head office is located at 7070 Derrycrest Drive, Mississauga, Ontario, L5W 0G5. The Trust was created to indirectly acquire and hold 100% of the outstanding Class A limited partnership units in Chartwell Master Care LP (“ Master Care LP ”) and 100% of the common shares of Chartwell Master Care

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Corporation. A copy of our Declaration of Trust is available without charge from Chartwell at 7070 Derrycrest Drive, Mississauga, Ontario, L5W 0G5 (Telephone: (905) 501-9219) and is also available electronically at www.sedar.com.

Chartwell owns and operates a complete range of seniors housing communities from independent living through assisted living to long term care. Chartwell is the largest owner and operator of senior residences in Canada. Chartwell’s priority is the health and safety of its residents. It also strives to deliver exceptional services and quality care to its residents and ensure high resident and family satisfaction, which Chartwell believes is the best way to enhance occupancy and grow revenues. Chartwell intends to capitalize on the strong demographic trends present in its markets to maximize the value of its existing portfolio of retirement residences and prudently avail itself of opportunities to grow internally, through development and through accretive acquisitions.

CONSOLIDATED CAPITALIZATION

There have been no material changes in the consolidated capitalization of the Trust since June 30, 2021, the date of the Trust’s unaudited condensed consolidated interim financial statements as at and for the three and six-months ended June 30, 2021, which have not been disclosed in this Prospectus or the documents incorporated by reference herein.

The following table sets forth the consolidated capitalization of the Trust as at June 30, 2021, and the pro forma consolidated capitalization of the Trust as at June 30, 2021 after giving effect to the Offering (assuming the OverAllotment Option is not exercised) and the use of proceeds therefrom (the “ Adjustments ”). This table should be read in conjunction with the financial statements of the Trust for the three and six months ended June 30, 2021, together with the notes thereto, which have been incorporated by reference into this Prospectus.

(expressed in 000’s, except for Units) Indebtedness Mortgages Payable(1)..................... Credit Facilities ............................. Term Loans(2)................................. Senior Unsecured Debentures ....... Lease Obligations .......................... Total Indebtedness....................... Class B Units Class B Units ................................. Total Class B Units ........................ Unitholders’ Equity Units(3)........................................... Total Unitholders’ Equity(4)........... TOTAL CAPITALIZATION..... ___ Notes:	As at June 30, 2021 before giving effect to the Adjustments (unaudited) $1,896,598 $0 $274,198 $348,874 $12,528 $2,532,198 1,530,360 $20,277 216,133,600 $661,398 $3,213,873	As at June 30, 2021 after giving effect to the Adjustments
		(unaudited) $1,896,598 $0 $124,721 $348,874 $12,528 $2,382,721 1,530,360 $20,277 229,603,600 $828,481 $3,231,479

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(1) Excludes principal balance of mortgages payable related to equity accounted joint ventures.

(2) Amount after giving effect to the Adjustments reflects the repayment of $150 million of principal amount from the net proceeds of the Offering.

(3) Includes Units and units issued under the Trust’s EUPP (as defined herein) (formerly Long-term Incentive Plan) dated November 14, 2003, as amended and excludes deferred trust units and restricted trust units.

(4) Amount after giving effect to the Adjustments reflects deduction of the Underwriters’ Fee, estimated expenses of this Offering and includes the write-off of financing costs, net of amortization, related to the 2020 Unsecured Term Loan and 2020 Secured Term Loan.

USE OF PROCEEDS

The net proceeds to the Trust from the sale of Units under this Prospectus are estimated to be approximately $168,105,600 (assuming the Over-Allotment Option is not exercised) after deducting the Underwriters’ Fee but before deducting estimated expenses of this Offering, estimated to be $500,000. If the Over-Allotment Option is exercised in full, the net proceeds to the Trust after deducting the Underwriters’ Fee but before deducting estimated expenses of this Offering, are estimated to be $201,376,500. Chartwell intends to use the net proceeds from the Offering, including the proceeds from the Over-Allotment Option, if exercised by the Underwriters, to repay approximately $150 million of indebtedness under Chartwell’s 2020 Unsecured Term Loan (as defined herein) and 2020 Secured Term Loan (as defined herein), each of which has been drawn, in part, to fund development and capital expenditures, and the remainder to fund future acquisitions, developments and for general trust purposes. By repaying existing indebtedness, Chartwell thereby expects to create additional borrowing capacity to fund investments in its property portfolio and development of new residences. Until applied, the net proceeds of the Offering will be held as cash balances by Chartwell or invested at the discretion of management. Unallocated funds from the Offering will be added to working capital and will be expended at the discretion of management.

The above noted allocation represents the Trust’s intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Trust; however there may be circumstances where, for sound business reasons, the Trust reallocates the use of proceeds. See “Risk Factors”.

DESCRIPTION OF UNITS

For a description of the terms and provisions of our Units, see “Description of Units” in the Base Shelf Prospectus. As of August 17, 2021 there were 216,543,680 Units outstanding. After giving effect to this Offering (assuming no exercise of the Over-Allotment Option), there will be 230,013,680 Units outstanding.

PLAN OF DISTRIBUTION

Pursuant to the underwriting agreement dated August 18, 2021 among the Trust and the Underwriters (the “ Underwriting Agreement ”), the Trust has agreed to issue and sell an aggregate of 13,470,000 Units at a price of $13.00 per Unit to the Underwriters, and the Underwriters have agreed to purchase such Units on August 25, 2021 or such other date as we and the Underwriters may agree, but in any event not later than September 8, 2021. Delivery of such Units is conditional upon payment on closing of this Offering by the Underwriters to the Trust of $13.00 per Unit, payable in cash, for total gross proceeds to the Trust of $175,110,000, against delivery of the Units, and subject to compliance with all necessary legal requirements and to the terms and conditions contained in the Underwriting Agreement. The first distribution which purchasers under this Offering will be eligible to receive is the distribution expected to be payable on or about September 15, 2021 to unitholders of record on or about August 31, 2021.

The Trust has granted the Underwriters the Over-Allotment Option, exercisable in whole or in part and at any time up to the 30[th] day following the date of the closing of this Offering, to purchase from the Trust up to 2,020,500 additional Units on the same terms and conditions set forth above solely to cover over-allotments, if any. If the Over-Allotment Option is exercised in full, the total gross proceeds to the Trust under the Offering will be $201,376,500. This Prospectus also qualifies the granting of the Over-Allotment Option and the distribution of Units that may be offered in relation to the Over-Allotment Option. A purchaser who acquires Units forming part of the Underwriters’ overallocation position acquires such Units under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

In consideration for the services provided by the Underwriters in connection with the Offering, and pursuant to the terms of the Underwriting Agreement, the Trust has agreed to pay the Underwriters the Underwriters’ Fee equal to

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4% of the gross proceeds from the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option).

The obligations of the Underwriters under the Underwriting Agreement are several and are subject to certain closing conditions and may be terminated at their discretion on the basis of “material adverse change out”, “disaster out”, “restrictions on distribution out”, “changes in tax laws out” and “breach out” provisions in the Underwriting Agreement. The Underwriters are, however, obligated to take up and pay for all Units offered under this Prospectus if any of such Units are purchased under the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Trust has agreed to indemnify the Underwriters and each of their directors, officers, employees and agents against certain liabilities.

The Offering is being made in each of the provinces of Canada. The Units have not been and will not be registered under the U.S. Securities Act or any state securities laws and, subject to certain exceptions, may not be offered or sold in the United States. The Underwriting Agreement provides that the Units may be offered and resold in the United States by the Underwriters to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) pursuant to Rule 144A under the U.S. Securities Act and in compliance with applicable state securities laws. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Units in the United States or under any state securities laws. The Underwriting Agreement also provides that the Underwriters may offer and sell the Units outside the United States in accordance with Regulation S under the U.S. Securities Act. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Units within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if that offer or sale is made other than in accordance with Rule 144A under the U.S. Securities Act or another exemption under the U.S. Securities Act. The Units may also be offered and sold outside of Canada and the United States where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdictions.

The Underwriters propose to offer the Units initially at $13.00 per Unit. After the Underwriters have made a reasonable effort to sell all of the Units at such price, the Underwriters may subsequently reduce the offering price and it may be further changed from time to time to an amount not greater than that set out on the cover page, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Units is less than the gross proceeds paid by the Underwriters to the Trust. Any such reduction will not affect the proceeds received by the Trust.

In addition, in accordance with policy statements of certain Canadian securities regulatory authorities and the Universal Market Integrity Rules for Canadian Marketplaces (the “ UMIR ”), the Underwriters may not, at any time during the period of distribution, bid for or purchase Units. The foregoing restriction is, however, subject to certain exceptions as permitted by such policy statements and the UMIR. These exceptions include a bid or purchase permitted under the provisions of such policy statements and the UMIR relating to market stabilization and market balancing activities and a bid or purchase on behalf of a customer where the order was not solicited.

The TSX has conditionally approved the listing of these Units. Listing is subject to the Trust fulfilling all of the requirements of the TSX on or before November 16, 2021.

The offering price of the Units and the terms of this Offering were determined solely by negotiation between the Trust and the Underwriters.

In connection with this Offering, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Units offered hereby at levels other than those which otherwise might prevail on the open market, including: (a) stabilizing transactions; (b) short sales; (c) purchases to cover positions created by short sales; (d) imposition of penalty bids; and (e) syndicate covering transactions.

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of Units while this Offering is in progress. These transactions may also include making short sales of Units, which involve the sale by the Underwriters of a greater number of Units than they are required to purchase in this Offering. Short sales may be “covered short sales”, which are short positions in an amount not greater than the Over-Allotment Option, or may be “naked short sales”, which are short positions in excess of that amount.

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The Underwriters may close out any covered short position either by exercising the Over-Allotment Option, in whole or in part, or by purchasing Units in the open market. In making this determination, the Underwriters will consider, among other things, the price of Units available for purchase in the open market compared to the price at which they may purchase Units through the Over-Allotment Option. The Underwriters may close out any naked short position by purchasing Units in the open market. A naked short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the Units in the open market that could adversely affect investors who purchase in the Offering. Any naked short position would form part of the Underwriters’ overallocation position.

As a result of these activities, the price of the Units offered hereby may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on the TSX, in the over-the-counter market or otherwise.

Subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The Units will be deposited with CDS on the closing date. A purchaser of Units pursuant to this Offering will not receive a unit certificate on closing. Purchasers of Units will receive only a customer confirmation from the registered dealer that is a CDS participant and from or through which the Units are purchased.

The Trust has agreed that it will not, at any time prior to 90 days after the closing date of this Offering, without the prior written consent of BMO and RBC, on behalf of the Underwriters, not to be unreasonably withheld, create, issue, or sell, or announce any intention to create issue or sell any Units or securities exchangeable or convertible into Units except: (a) for Units offered through Chartwell’s existing DRIP, deferred unit plan, restricted unit plan or executive unit purchase plan (“ EUPP ”) or pursuant to the exchange of Class B limited partnership units of Master Care LP (the “ Class B Master LP Units ”); (b) for Units issued in connection with an acquisition or merger transaction to which Chartwell may be a party; (c) Class B Master LP Units issued in connection with the acquisition of seniors housing facilities; and (d) for Units issued under this Offering, including any Units issuable upon the exercise of the OverAllotment Option.

For the Trust to maintain its status as a “mutual fund trust” under the Tax Act, the Trust must not be established or maintained primarily for the benefit of non-residents of Canada within the meaning of the Tax Act. Accordingly, at no time may non-residents of Canada (within the meaning of the Tax Act) be the beneficial owners of more than 49% of the Units and the Trust’s trustees shall inform the Trust’s transfer agent and registrar of this restriction.

RELATIONSHIP BETWEEN CHARTWELL AND CERTAIN OF THE UNDERWRITERS

Affiliates of each of BMO, CIBC, TD and Scotia are lenders to Chartwell under Chartwell’s secured and unsecured operating credit facilities established pursuant to the amended and restated credit agreement dated May 29, 2017 with Bank of Montreal, as administrative agent, and the Toronto-Dominion Bank, as syndication agent, as amended (the “ Secured Credit Agreement ”) and the credit agreement dated May 29, 2017 with Bank of Montreal, as administrative agent, and the Toronto-Dominion Bank, as syndication agent, as amended (the “ Unsecured Credit Agreement ”, and together with the Secured Credit Agreement, the “ Credit Agreements ”). In addition, an affiliate of Scotia is a lender to Chartwell under a term loan agreement, dated December 10, 2019 (the “ 2019 Term Loan ”), an affiliate of BMO is a lender to Chartwell under a mortgage loan agreement, dated June 3, 2020 (the “ Mortgage Loan ”) and an affiliate of CIBC is a lender to Chartwell under an agreement dated November 12, 2020 for an unsecured term loan (the “ 2020 Unsecured Term Loan ”) and under an agreement dated November 12, 2020 for a secured term loan (the “ 2020 Secured Term Loan ” and, together with the 2019 Term Loan, the Mortgage Loan and the 2020 Unsecured Term Loan, the “ Loan Agreements ”). Additionally, BMO, RBC, CIBC, TD, Scotia and National Bank are wholly-owned subsidiaries of Canadian chartered banks that have granted mortgage financings to Chartwell in the aggregate amount of approximately $301.1 million as of July 31, 2021, which are secured by certain assets of Chartwell. As a result, the Trust may be considered a “connected issuer” of BMO, RBC, CIBC, TD, Scotia and National Bank within the meaning of applicable securities laws. The Trust intends to use a portion of the net proceeds of the Offering to partially repay outstanding indebtedness under the 2020 Unsecured Term Loan and the 2020 Secured Term Loan. See “Use of Proceeds”.

As at August 17, 2021, approximately $7.4 million was outstanding under the Secured Credit Agreement in the form of letters of credit, approximately $13 million was outstanding under the Unsecured Credit Agreement, approximately

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$125.0 million was outstanding under the 2019 Term Loan, approximately $100.0 million was outstanding under the 2020 Unsecured Term Loan and approximately $50.0 million was outstanding under the 2020 Secured Term Loan. As of the date hereof, the Trust is in compliance in all material respects with the terms and conditions of the Credit Agreements, the Loan Agreements and the mortgages referred to above, and no breach thereunder has been waived by the lenders under such agreements since their execution, other than a waiver of a financial covenant under the Unsecured Credit Agreement in 2017, which has since been remedied. Except as disclosed in this Prospectus or the documents incorporated by reference herein, there has been no material change in the financial position of the Trust since the execution of the Credit Agreements and the Loan Agreements. The decision by the Underwriters to offer the Units for sale was made independently of their affiliated lenders under the Credit Agreements, the Loan Agreements and mortgages referred to above, and those lenders had no influence as to the determination of the terms of the Offering. The terms and conditions of the Offering were established through negotiations with the Trust and the Underwriters, without involvement of their affiliate lenders under the Credit Agreements, the Loan Agreements or the mortgages referred to above. In addition, none of BMO, RBC, CIBC, TD, Scotia and National Bank nor their affiliate lenders will receive any benefit from the Offering, other than these Underwriters’ respective portions of the Underwriters’ Fee payable by the Trust as described above under “Plan of Distribution”.

PRIOR SALES

All information in this section is provided as of August 18, 2021.

The following table sets forth the date, number and prices at which the Trust has issued Units and securities that are convertible into Units in the 12-month period prior to the date hereof:

__	Date of Issuance 30-Sep-20 31-Dec-20 31-Mar-21 31-Mar-21 16-Jun-21 30-Jun-21 15-Jul-21 15-Jul-21 16-Aug-21 _______	Issuance Type(1) DTU DTU DTU EUPP DRIP DTU DRIP DTU DRIP	Total Units Issued 33,666 28,310 29,575 158,254 162,423 26,025 201,160 3,886 208,920	Price per Unit
				$9.9916 $11.2109 $11.1255 $11.5495 $13.0083 $13.0463 $13.1513 $13.5580 $12.6997

Note:

(1) DRIP= Distribution Reinvestment Plan, DTU= Deferred Trust Units and EUPP= Executive Unit Purchase Plan.

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TRADING PRICE AND VOLUME

The outstanding Units are listed and posted for trading on the TSX under the symbol “CSH.UN”.

The following table sets forth the high and low reported trading prices and the trading volume of the Units on the TSX for each month of the 12-month period before the date of this Prospectus Supplement:

Month	High	Low	Volume
August 2020	$10.79	$9.53	7,771,321
September 2020	$11.16	$9.62	7,686,835
October 2020	$10.69	$9.40	6,096,767
November 2020	$11.98	$9.59	9,776,971
December 2020	$11.99	$11.15	6,763,570
January 2021	$11.48	$10.53	9,501,051
February 2021	$10.97	$10.45	8,860,243
March 2021	$12.00	$10.92	8,392,249
April 2021	$12.56	$11.66	6,635,593
May 2021	$13.24	$12.52	6,024,387
June 2021	$13.76	$12.97	6,407,300
July 2021	$13.72	$12.94	4,171,882
Up to August 17, 2021	$13.53	$12.75	3,698,754

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Osler, Hoskin & Harcourt LLP, counsel to the Trust, and Borden Ladner Gervais LLP, counsel to the Underwriters (collectively, “ Counsel ”), the following describes, as of the date of this Prospectus Supplement, 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 (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 Prospectus (including the documents incorporated by reference), certificates as to certain factual matters, the provisions of the Tax Act in force at the date hereof, and Counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the “ CRA ”). 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 hereof (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 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.

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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 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).

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 nonportfolio 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.

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

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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. However, certain Proposed Amendments released with the Federal Budget on April 19, 2021 would have the effect of denying the deductibility of net interest expense in certain circumstances, including the computation of taxable income by a trust. If these Proposed Amendments are enacted as proposed, the amount of interest deductible by the Trust may be reduced.

Under 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 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 “The 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 (including interest accrued on Series 2 Trust Notes) 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 will be denied a deduction for (a) any income of the Trust designated to a unitholder on a

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redemption of units, where the unitholder’s proceeds of disposition are reduced by the designation and (b) for the portion of a capital gain designated to a unitholder on a redemption of units that is greater than the unitholder’s accrued gain on those units, where the unitholder’s proceeds of disposition are reduced by the designation (provided that paragraph (b) will not apply to a taxation year of the Trust that begins before December 16, 2021 if, in that taxation year, units of the Trust are (i) listed on a designated stock exchange in Canada (which currently includes the TSX); and (ii) in continuous distribution).

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.

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. However, certain Proposed Amendments released with the Federal Budget on April 19, 2021 would have the effect of denying the deductibility of net interest expense in certain circumstances, including in computing the income or loss of a partnership. If these Proposed Amendments are enacted as proposed, the amount of interest deductible by Master Care LP may be reduced. 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 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. However, certain Proposed Amendments released with the Federal Budget on April 19, 2021 would have the effect of denying the deductibility of net interest expense in certain circumstances, including the computation of taxable

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income by a trust. If these Proposed Amendments are enacted as proposed, the amount of interest deductible by CSH Trust may be reduced.

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, however, in certain circumstances, be liable for alternative minimum tax.

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.

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. 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 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.

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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.

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.

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If a Holder is a “Canadian controlled private corporation”, as defined in the Tax Act, throughout 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 the closing of this Offering, 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 ”) and registered education savings plans (“ RESPs ”) (each, a “ Plan ” and, collectively, the “ Plans ”). In the case of a RRSP, a RRIF, a RDSP, a RESP or a TFSA, provided the annuitant of the RRSP or RRIF, the holder of the TFSA or RDSP or the subscriber of the RESP, 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 or TFSA. In addition, Units will not be a prohibited investment under the Tax Act if such Units are “excluded property” (as defined in the Tax Act) for such RRSP, RRIF, RDSP, RESP or TFSA. Annuitants of a RRSP or RRIF, holders of a TFSA or a RDSP and subscribers of a RESP should consult their own advisors in regards to the application of these rules in 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.

RISK FACTORS

An investment in Units is subject to a number of risks, including those set forth in our most recent, AIF, under the headings “COVID-19 Business Impacts and Related Risks”, “Litigation and Claims” and “Risks and Uncertainties and Forward-Looking Information – Risks and Uncertainties” in the 2020 MD&A and in the Q2 2021 MD&A and in other documents incorporated by reference in this Prospectus. Prospective investors should carefully consider these risks before purchasing Units.

Discretion in the Use of Proceeds

The Trust intends to use the net proceeds from the Offering as set forth in this Prospectus under the heading “Use of Proceeds”; however, the Trust’s management has broad discretion concerning the use of the net proceeds of the Offering as well as the timing of their expenditure. The Trust may reallocate the net proceeds of the Offering other than as described under the heading “Use of Proceeds” if management of the Trust believes it would be in the Trust’s best interest to do so. The results and the effectiveness of the application of the net proceeds are uncertain. If the net proceeds are not applied effectively, the Trust’s business, financial condition and results of operations may suffer, which could adversely affect the market price of the Units.

Dilution

To the extent that any of the net proceeds of this Offering remain uninvested pending their use, or are used to pay down indebtedness with a low interest rate, this Offering may result in substantial dilution, on a per Unit basis, to our net income and other measures used by us. The Trust may also raise funds in the future through the sale of additional securities of the Trust. Any such issuances may dilute the interests of holders of Units and may have a negative impact on the market price of the Units.

LEGAL MATTERS AND INTERESTS OF EXPERTS

Certain legal matters relating to the issue and sale of the Units will be passed upon on our behalf by Osler, Hoskin & Harcourt LLP and on behalf of the Underwriters by Borden Ladner Gervais LLP. As of the date of this Prospectus

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Supplement, the partners and associates of Osler, Hoskin & Harcourt LLP, as a group, and the partners and associates of Borden Ladner Gervais LLP, as a group, each beneficially own, directly or indirectly, less than 1% of the outstanding securities of any class or series of the Trust.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Trust are KPMG LLP, Chartered Professional Accountants, Licensed Public Accountants, located in Toronto, Ontario and KPMG LLP report that they are independent of the Trust within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation and regulations.

The transfer agent and registrar for the Units is Computershare Trust Company of Canada at its principal office located in Toronto, Ontario.

PURCHASERS’ STATUTORY RIGHTS AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a Prospectus Supplement and any amendment, irrespective of the determination at a later date of the purchase price of the securities distributed. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the Prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

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CERTIFICATE OF THE UNDERWRITERS

Dated: August 18, 2021

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 foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces of Canada.

BMO NESBITT BURNS INC.

RBC DOMINION SECURITIES INC.

By: (Signed) Jonathan Li

By: (Signed) Julian Schonfeldt

CIBC WORLD MARKETS INC.

By: (Signed) Jeff Appleby

TD SECURITIES INC.

By: (Signed) Armen Farian

SCOTIA CAPITAL INC.

By: (Signed) Karim Kabbara

NATIONAL BANK FINANCIAL INC.

By: (Signed) Andrew Wallace

CANACCORD GENUITY CORP.

By: (Signed) Dan Sheremeto

C-1

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No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This prospectus is a base shelf prospectus. This short form prospectus has been filed under legislation in each of the provinces of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this short form prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirement has been obtained.

This short form 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. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws, and accordingly will not be offered, sold or delivered, directly or indirectly within the United States of America (the “United States”), its possessions and other areas subject to its jurisdiction, except pursuant to transactions that are exempt from the registration requirements of such laws. See “Plan of Distribution”.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Secretary of Chartwell Retirement Residences at 100 Milverton Drive, Suite 700, Mississauga, Ontario, L5R 4H1 (Telephone: (905) 501-9219) and are also available electronically at www.sedar.com.

SHORT FORM BASE SHELF PROSPECTUS

New Issue

December 6, 2019

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CHARTWELL RETIREMENT RESIDENCES $2,000,000,000 Units Subscription Receipts Debt Securities

Chartwell Retirement Residences (the “ Trust ”) may from time to time offer units of the Trust (“ Units ”), subscription receipts of the Trust (“ Subscription Receipts ”) and debt securities of the Trust (“ Debt Securities ”), which may include Debt Securities convertible into or exchangeable for Units, or any combination thereof for an aggregate offering price of up to $2,000,000,000 (or its equivalent, at the date of issue, in any other currency or currencies) during the 25-month period that this short form base shelf prospectus (this “ Prospectus ”), including any amendments hereto, remains valid. The Units, Subscription Receipts and Debt Securities are referred to in this Prospectus as the “ Securities ”.

The specific terms of any offering of Securities will be set forth in a shelf prospectus supplement (a “ Prospectus Supplement ”) and may include, where applicable: (i) in the case of Units, the number of Units offered, the offering price (or the manner of determination thereof if offered on a non-fixed price basis, including sales in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions (“ NI 44-102 ”)) and any other specific terms; (ii) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), the terms, conditions and procedures for the exchange or conversion of the Subscription Receipts for or into Units or Debt Securities and any other specific terms; and (iii) in the case of Debt Securities, the specific designation, aggregate principal amount, currency or currency unit for the Debt Securities, maturity, interest rate (which may be fixed or variable) and time of payment of interest, authorized denominations, covenants, events of default, any terms for redemption, any terms for sinking fund payments, any exchange or conversion provisions, the initial offering price (or the manner of determination thereof if offered on a non-fixed price basis), any terms for subordination of the Debt

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Securities to other indebtedness, whether the Debt Securities will be secured by any assets or guaranteed by any subsidiaries of the Trust and any other specific terms. A Prospectus Supplement may include specific variable terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus.

The Trust is an unincorporated, open-ended trust governed by the laws of the Province of Ontario. The Trust’s head office is located at 100 Milverton Drive, Suite 700, Mississauga, Ontario, L5R 4H1.

Our outstanding Units are listed on the Toronto Stock Exchange (the “ TSX ”) under the symbol “CSH.UN”. On December 5, 2019, the last trading day prior to the date of this Prospectus, the closing price of the Units on the TSX was $14.56.

Any offering of Subscription Receipts or Debt Securities will be a new issue of securities with no established trading market. Unless otherwise specified in the applicable Prospectus Supplement, the Subscription Receipts and Debt Securities will not be listed on any securities exchange and there is no market through which the Subscription Receipts or Debt Securities may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities, and the extent of issuer regulation. Prospective investors should review the risk factors in the Prospectus Supplement to be issued in relation to any particular offering of Subscription Receipts or Debt Securities.

We may offer and sell Securities to or through underwriters or dealers purchasing as principals, and may also sell Securities directly to one or more purchasers or through dealers acting as agents. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, as the case may be, engaged in connection with the offering and sale of Securities, and will set forth the terms of the offering of such Securities, including the method of distribution of such Securities, the proceeds to the Trust and any fees, discounts or other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution.

The sale of Units may be effected from time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be “at the-market distributions” as defined in NI 44-102, including sales made directly on the TSX or other existing trading markets for the Units, which sales shall only be made following receipt of exemptive relief from securities regulators from certain Canadian securities law requirements in relation to such “atthe-market distributions”, all as set forth in a Prospectus Supplement for such purpose. See “Plan of Distribution”.

Unless otherwise specified in the relevant Prospectus Supplement, in connection with any offering of Securities, other than an “at-the-market distribution”, the underwriters, dealers or agents who participate in the distribution of Securities may over-allot or effect transactions which stabilize or maintain the market price of the Securities at a higher level than that which might exist in the open market. Such transactions may be commenced, interrupted or discontinued at any time. No dealer or agent involved in an “at-the-market distribution”, no affiliate of such a dealer or agent and no person or company acting jointly or in concert with such a dealer or agent may over-allot Units in connection with the distribution or may effect any other transactions that are intended to stabilize or maintain the market price of the Units in connection with an “at-the-market distribution”. See “Plan of Distribution”.

There are certain risks inherent in an investment in our Securities and in our activities. Prospective investors should carefully consider these risk factors before purchasing Securities. See “Risk Factors”.

Although the Trust intends to make distributions of its available cash to holders of Units, these cash distributions may be reduced or suspended, depending on numerous factors disclosed in our continuous disclosure documents. The actual amount distributed will depend on numerous factors, including forward-looking cash flow information, including forecasts and budgets, results of operations, requirements for capital expenditures and working capital, future financial prospects of Chartwell (as defined herein), debt covenants and obligations, and any other factors considered relevant by the board of trustees of the Trust in setting the distribution rate, all of which are subject to a

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number of risks. In addition, the market value of the Units may decline if the Trust’s distributions are reduced or suspended, and that decline may be significant.

The after-tax return from an investment in Units to unitholders subject to Canadian federal income tax will depend, in part, on the composition for Canadian federal income tax purposes of distributions paid by the Trust on its Units, which may be fully or partially taxable (as a dividend or ordinary income, as the case may be) or tax deferred (see Risk Factors – SIFT Rules below). That composition may change over time, thus affecting a unitholder’s after-tax return. The adjusted cost base of any Units held by a unitholder will be reduced by the non-taxable portion of distributions made to the unitholder other than the portion thereof attributable to the non-taxable portion of any capital gains realized by the Trust.

All shelf information permitted under applicable securities legislation to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements has been obtained. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

The Trust is not a trust company and, accordingly, is not registered under applicable legislation governing trust companies. The Trust qualifies as a mutual fund trust for the purposes of the Income Tax Act (Canada) (the “Tax Act”). Neither the Subscription Receipts nor the Units are “deposits” within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured under the provisions of that statute or any other legislation.

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DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 1 FORWARD-LOOKING STATEMENTS ..................................................................................................................... 2 EXPLANATORY NOTES ............................................................................................................................................ 3 CHARTWELL .............................................................................................................................................................. 3 RECENT DEVELOPMENTS ....................................................................................................................................... 4 CONSOLIDATED CAPITALIZATION ...................................................................................................................... 4 USE OF PROCEEDS .................................................................................................................................................... 4 EARNINGS COVERAGE RATIOS ............................................................................................................................. 4 CREDIT RATINGS ...................................................................................................................................................... 4 DESCRIPTION OF UNITS .......................................................................................................................................... 5 DESCRIPTION OF SUBSCRIPTION RECEIPTS ....................................................................................................... 5 DESCRIPTION OF DEBT SECURITIES .................................................................................................................... 6 PLAN OF DISTRIBUTION .......................................................................................................................................... 7 PRIOR SALES .............................................................................................................................................................. 8 TRADING PRICE AND VOLUME ............................................................................................................................. 9 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ................................................................ 9 RISK FACTORS ........................................................................................................................................................... 9 LEGAL MATTERS AND INTERESTS OF EXPERTS ............................................................................................... 9 AUDITORS, TRANSFER AGENT AND REGISTRAR ............................................................................................ 10 PURCHASERS’ STATUTORY AND CONTRACTUAL RIGHTS .......................................................................... 10 CERTIFICATE OF THE TRUST ............................................................................................................................. C-1

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DOCUMENTS INCORPORATED BY REFERENCE

As of the date of this Prospectus, the following documents filed with the various securities commissions or similar regulatory authorities in each of the provinces of Canada are specifically incorporated by reference into and form an integral part of this Prospectus, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus, as further described below:

(a) the annual information form of the Trust dated March 1, 2019 for the year ended December 31, 2018;
(b) the audited consolidated financial statements of the Trust as at and for the years ended December 31, 2018 and 2017, together with the notes thereto and the auditors’ report thereon;
(c) the management’s discussion and analysis of the results of operations and financial condition of the Trust for the year ended December 31, 2018;
(d) the unaudited condensed consolidated interim financial statements of the Trust as at and for the three months and nine months ended September 30, 2019 and 2018, together with the notes thereto;
(e) the management’s discussion and analysis of the results of operations and financial condition of the Trust for the three months and nine months ended September 30, 2019;
(f) the management information circular of the Trust dated April 1, 2019 prepared in connection with the annual meeting of Unitholders (as defined below) held on May 16, 2019;
(g) the certificate of the Trust dated March 1, 2019 regarding compliance with its undertaking to treat Chartwell Master Care LP as a subsidiary of the Trust for the purposes of compliance with its reporting issuer obligations;
(h) the material change report of the Trust dated May 9, 2019 in respect of the announcement of the retirement of the President and Chief Executive Officer; and
(i) the material change report of the Trust dated September 11, 2019 in respect of the announcement of the retirement of the President and Chief Executive Officer and related changes in the officers of the Trust.

Any documents of the type required to be incorporated by reference in a short form prospectus pursuant to National Instrument 44-101 – Short Form Prospectus Distributions of the Canadian Securities Administrators, including any documents of the type referred to above, any business acquisition reports and any material change reports (excluding confidential material change reports, if any) filed by the Trust with the various securities commissions or similar regulatory authorities in Canada during the term of this Prospectus shall be deemed to be incorporated by reference into and form an integral part of this Prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is incorporated or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or omission to state a material fact that was required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall be deemed, except as so modified or superseded, not to constitute a part of this Prospectus.

Upon new audited annual financial statements being filed by the Trust with the applicable securities regulatory authorities during the term of this Prospectus, the previously filed audited annual financial statements and

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all unaudited interim financial statements, together with related management’s discussion and analysis, relating to prior periods shall be deemed to no longer be incorporated into this Prospectus for the purposes of future offers and sales of Securities under this Prospectus.

Upon a new annual information form being filed by the Trust with the applicable securities regulatory authorities during the term of this Prospectus, the previously filed annual information form, any material change reports filed prior to the end of the financial year in respect of which the new annual information form is filed, any information circular filed since the start of such financial year (unless otherwise required by applicable Canadian securities legislation to be incorporated by reference into this Prospectus), and any business acquisition report for acquisitions completed since the beginning of such financial year (unless such report is incorporated by reference into the current annual information form or less than nine months of the acquired business’ or related businesses’ operations are incorporated into the Trust’s most recent audited annual financial statements), shall be deemed no longer to be incorporated by reference into this Prospectus for the purposes of future offers and sales of Securities under this Prospectus. Upon a new information circular prepared in connection with an annual general meeting of the Trust being filed with the applicable securities regulatory authorities during the term of this Prospectus, the previous information circular prepared in connection with an annual general meeting of the Trust shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

Upon interim financial statements and related management’s discussion and analysis being filed by the Trust with the applicable securities regulatory authorities during the term of this Prospectus, all previously filed interim financial statements and related management’s discussion and analysis shall be deemed no longer to be incorporated by reference into this Prospectus for the purposes of future offers and sales of Securities under this Prospectus.

A Prospectus Supplement containing the specific terms of an offering of Securities and other information relating to the Securities will be delivered to purchasers of such Securities together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purpose of the distribution of the Securities to which the Prospectus Supplement pertains.

In addition, certain marketing materials (as that term is defined in applicable Canadian securities legislation) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplement(s). Any “template version” of “marketing materials” (as those terms are defined in applicable Canadian securities legislation) pertaining to a distribution of Securities, and filed by the Trust after the date of the Prospectus Supplement for the distribution of such Securities and before the termination of the distribution of such Securities, will be deemed to be incorporated by reference in that Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

FORWARD-LOOKING STATEMENTS

This Prospectus contains or incorporates by reference forward-looking information based on management of the Trust’s expectations, estimates and projections about the future results, performance, achievements, prospects or opportunities for Chartwell and the seniors housing industry as of the date of this Prospectus. Forward-looking information refers to, without limitation, possible events, statements with respect to possible events, expected capital expenditures, currency fluctuations, capital requirements, government regulation of the seniors housing industry, Chartwell’s internal growth, industry profile and Chartwell’s relationship with its unionized employees. The words “plans”, “expects”, “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes” or variations of such words and phrases or statements to the effect that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “occur”, “be achieved” or “continue” and similar expressions identify forward-looking statements.

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(a) Chartwell’s business strategies;
(b) information related to the expected completion date of communities under development;
(c) Chartwell’s ability to renew maturing debt in due course;
(d) the impact of new laws and regulations in Canada, and the likelihood of continued funding of Chartwell’s programs by government agencies; and
(e) taxes that are expected to be payable in future years under the SIFT Rules (as defined in the AIF).

While the Trust anticipates that subsequent events and developments may cause the Trust’s views to change, the Trust does not have an intention to update this forward-looking information, except as required by applicable securities laws. This forward-looking information represents the Trust’s views as of the date of this Prospectus or the date of the document incorporated by reference in which such forward-looking information is contained and such information should not be relied upon as representing the Trust’s views as of any date subsequent to the applicable date. The Trust has attempted to identify important factors that could cause actual results, performance or achievements to vary from those current expectations or estimates expressed or implied by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, prospective purchasers should not place undue reliance on forward-looking information. These factors are not intended to represent a complete list of the factors that could affect Chartwell. Additional information about these assumptions and risks and uncertainties is contained in our filings with securities regulators, including our most recent annual information form and our management’s discussion and analysis for our most recently completed financial year, which are available on SEDAR at www.sedar.com.

EXPLANATORY NOTES

References in this Prospectus to “Chartwell”, “we”, “us” or “our” refer to the Trust and its subsidiaries, unless the context indicates otherwise.

All references to “dollars” or “$” are to Canadian dollars, unless otherwise indicated.

CHARTWELL

The Trust is an unincorporated open-ended trust governed by the laws of the Province of Ontario, created as of July 7, 2003 and subsisting under the fourteenth amended and restated declaration of trust of the Trust dated May 4, 2017 (the “ Declaration of Trust ”). The Trust’s head office is located at 100 Milverton Drive, Suite 700, Mississauga, Ontario, L5R 4H1. The Trust was created to indirectly acquire and hold 100% of the outstanding Class A limited partnership units in Chartwell Master Care LP (“ Master Care LP ”) and 100% of the common shares of Chartwell Master Care Corporation. A copy of our Declaration of Trust is available without charge from Chartwell at 100 Milverton Drive, Suite 700, Mississauga, Ontario, L5R 4H1 (Telephone: (905) 501-9219), and is also available electronically at www.sedar.com.

Chartwell owns and operates a complete range of seniors housing communities from independent living through assisted living to long-term care, which are indirectly owned by the Trust. Chartwell is the largest owner and operator of seniors housing residences in Canada. Chartwell’s principal objective is to deliver exceptional services and quality care to its residents and ensure high resident and family satisfaction, which Chartwell believes is the best way to enhance occupancy and grow revenues. Chartwell intends to capitalize on the strong demographic trends present in its markets to maximize the value of its existing portfolio of retirement residences and prudently avail itself of opportunities to grow internally and through accretive acquisitions.

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RECENT DEVELOPMENTS

There have been no material developments in the business of the Trust since the date of the Trust’s unaudited condensed consolidated interim financial statements as at and for the three and nine months ended September 30, 2019, which have not been disclosed in this Prospectus or the documents incorporated by reference herein.

Current discussions regarding acquisitions and dispositions

Consistent with our past practices and in the normal course, we are engaged in discussions with respect to possible acquisitions of new properties and dispositions of existing properties in our portfolio. However, there can be no assurance that any of these discussions will result in a definitive agreement and, if they do, what the terms or timing of any acquisition or disposition would be.

CONSOLIDATED CAPITALIZATION

There have been no material changes in the consolidated capitalization of the Trust since the date of the Trust’s unaudited condensed consolidated interim financial statements as at and for the three and nine months ended September 30, 2019, which have not been disclosed in this Prospectus or the documents incorporated by reference herein.

USE OF PROCEEDS

Specific information about our use of the net proceeds from an offering of Securities will be set forth in the Prospectus Supplement for that offering.

EARNINGS COVERAGE RATIOS

Earnings coverage ratios will be provided as required in the Prospectus Supplement with respect to the issuance of Debt Securities pursuant to this Prospectus.

CREDIT RATINGS

DBRS Limited (“ DBRS ”) provides credit ratings of debt securities for commercial entities. A credit rating generally provides an indication of the risk that the borrower will not fulfill its full obligations in a timely manner with respect to both interest and principal commitments. Rating categories range from “AAA” (typically assigned where the capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events) to “D” (typically assigned when the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods). DBRS may also use “SD” (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange”.

DBRS has assigned the Trust’s senior unsecured debentures with a credit rating of “BBB (low)” with a “Stable” trend. This rating is on the DBRS long-term scale. A long-term obligation rated “BBB” by DBRS is the fourth highest rated obligation of 10 categories and is, in DBRS’ view, of adequate credit quality. The capacity for the payment of financial obligations is considered acceptable by DBRS. DBRS indicates that “BBB” rated obligations may be vulnerable to future events. All DBRS rating categories other than “AAA” and “D” also contain subcategories “(high)” and “(low)”, and a “(low)” designation shows the relative standing within that rating category.

DBRS uses “rating trends” for its ratings in, among other areas, the corporate sector. DBRS’ rating trends provide guidance in respect of DBRS’ opinion regarding the outlook for the rating in question, with rating trends falling into one of three categories: “Positive”, “Stable” or “Negative”. The rating trend modifier provides guidance in respect of DBRS’ opinion regarding the outlook for the rating. The rating trend indicates the direction in which DBRS considers the rating may move if present circumstances continue, or in certain cases, unless challenges are addressed by the issuer.

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There can be no assurance that a rating will remain in effect for any given period of time or that a rating will not be lowered, withdrawn or revised by DBRS if in its judgment circumstances so warrant. A rating is not a recommendation to buy, sell or hold any securities of the Trust, inasmuch as such ratings do not comment as to market price or suitability for a particular investor.

The Trust has paid customary rating fees to DBRS in connection with the above mentioned rating. The Trust did not make any payments to DBRS in respect of any other service provided to the Trust by DBRS. The Trust may pay customary rating fees to DBRS in connection with credit ratings to be assigned to Securities of the Trust, if any, which may be offered for sale from time to time under a Prospectus Supplement.

DESCRIPTION OF UNITS

The following is a summary of the material attributes and characteristics of the Units that may be issued from time to time under a Prospectus Supplement.

The Declaration of Trust provides for the issuance of an unlimited number of Units. Each Unit represents a holder of Units’ (a “ Unitholder ”) proportionate undivided ownership interest in the Trust. No Unitholder has or is deemed to have any right of ownership in any of the Trust’s assets. Each whole Unit confers the right to one vote at any meeting of Unitholders and to participate pro rata in any distributions to Unitholders by the Trust, whether of net income, net realized capital gains or other amounts and, in the event the Trust is terminated, in any distribution to Unitholders out of Chartwell’s net assets remaining after all liabilities have been satisfied. Units will be fully paid and non-assessable when issued (unless issued on an instalment receipt basis) and are transferable. Except as set out in the AIF under “Redemption Right”, the Units have no conversion, retraction, redemption or pre-emptive rights. Issued and outstanding Units may be subdivided or consolidated. As at December 5, 2019, there were 214,382,714 Units outstanding.

Further information relating to the Units is set out in the Trust’s current annual information form which is incorporated by reference herein.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The following sets forth certain general terms and provisions of the Subscription Receipts. The Prospectus Supplement relating to any Subscription Receipts offered will include specific terms and provisions of the Subscription Receipts being offered thereby, and the extent to which the general terms and provisions described below may apply to them.

Subscription Receipts will be exchangeable, for no additional consideration, into Units or Debt Securities upon the satisfaction of certain conditions. The Subscription Receipts will be issued under one or more subscription receipt agreements, in each case between the Trust and a subscription receipt agent determined by the Trust. A copy of any such subscription receipt agreement will be available on SEDAR at www.sedar.com. Subscription Receipts may be offered separately or together with Units or Debt Securities.

The particular terms and provisions of Subscription Receipts offered by this Prospectus will be described in the Prospectus Supplement filed in respect of such Subscription Receipts. This description will include some or all of the following:

the number of Subscription Receipts being offered;
the price at which Subscription Receipts will be offered;
the terms, conditions and procedures for the exchange of Subscription Receipts into or for Units or Debt Securities;
the number of Units or Debt Securities that may be issued or delivered upon the exchange of each Subscription Receipt;

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the terms relating to the holding and release of the proceeds from the sale of Subscription Receipts (plus any interest or other income earned on thereon) pending satisfaction or non-satisfaction of the escrow release or other conditions;
any entitlements of the holders of Subscription Receipts to receive distributions declared on Units or distribution-equivalent payments;
the designation and terms of any other securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each security;
whether such Subscription Receipts will be listed on any securities exchange;
any terms, procedures and limitations relating to the transferability of the Subscription Receipts; and
any other material terms and conditions of the Subscription Receipts and the Securities into which the Subscription Receipts are exchangeable.

Prior to the exchange of their Subscription Receipts, holders of Subscription Receipts will not have any of the rights of holders of the Securities to be received on the exchange of the Subscription Receipts.

DESCRIPTION OF DEBT SECURITIES

The following sets forth certain general terms and provisions of the Debt Securities. The particular terms and provisions of the Debt Securities offered pursuant to any accompanying Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in such Prospectus Supplement.

The Debt Securities will be issued under one or more indentures, in each case between the Trust and a trustee determined by the Trust in accordance with applicable laws. A copy of any such trust indenture will be available on SEDAR at www.sedar.com.

The Debt Securities will be direct obligations of the Trust and may be guaranteed by one or more subsidiaries of the Trust. The Debt Securities may be senior or subordinated indebtedness of the Trust and may be secured or unsecured, all as will be described in the relevant Prospectus Supplement.

The Prospectus Supplement relating to any Debt Securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:

the designation of the Debt Securities;
any limit upon the aggregate principal amount of the Debt Securities;
the date or dates on which the principal and any premium of the series of the Debt Securities is payable;
the rate or rates at which the series of the Debt Securities shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and on which a record, if any, shall be taken for the determination of holders to whom such interest shall be payable and/or the method or methods by which such rate or rates or date or dates shall be determined;
the authorized denominations of the Debt Securities;
the right, if any, of the Trust to redeem the series of the Debt Securities, in whole or in part, at its option and the period or periods within which, the price or prices at which and any terms and

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conditions upon which, the series of the Debt Securities may be so redeemed, pursuant to any sinking fund or otherwise;

the obligation, if any, of the Trust to redeem, purchase or repay the series of the Debt Securities pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which, the period or periods within which, the date or dates on which, and any terms and conditions upon which, the series of the Debt Securities shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligations;
whether and under what circumstances the series of the Debt Securities will be convertible into or exchangeable for securities of the Trust;
any terms for subordination of the Debt Securities;
whether the Debt Securities will be secured by any assets or guaranteed by any subsidiaries of the Trust;
any events of default or covenants with respect to the Debt Securities;
the currency or currencies in which the series of the Debt Securities are issuable;
any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agent with respect to the series of the Debt Securities; and
any other material terms and conditions of the series of the Debt Securities.

If any Debt Securities being offered will be guaranteed by one or more subsidiaries of the Trust, (a) the Prospectus Supplement relating to such offering will include the credit supporter disclosure about the guarantors required by section 12.1 of Form 44-101F1 or, if applicable, will disclose that the Trust is relying on an exemption in item 13 of Form 44-101F1 from providing such credit supporter disclosure, and (b) the Trust will file with the Prospectus Supplement relating to such offering any undertaking in respect of credit supporter disclosure required by paragraph 4.2(a)(ix) of National Instrument 44-101 – Short Form Prospectus Distributions , which undertaking may be to provide disclosure in respect of the Trust and its subsidiaries similar to the disclosure required under section 12.1 of Form 44101F1.

PLAN OF DISTRIBUTION

We may sell Securities: (a) through underwriters, dealers or agents purchasing as principal or acting as agent; (b) directly to one or more purchasers; or (c) through a combination of any of these methods of sale. Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market price or at prices to be negotiated with purchasers. The sale of Units may be effected from time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be “at-the-market distributions” as defined in NI 44-102, including sales made directly on the TSX or other existing trading markets for the Units, which sales shall only be made following receipt of exemptive relief from securities regulators from certain Canadian securities law requirements in relation to such “at-the-market distributions”, all as set forth in the Prospectus Supplement for such purpose.

The Prospectus Supplement relating to each offering of Securities will identify each underwriter, dealer or agent, as the case may be, and will also set forth the terms of that offering, including the purchase price of such Securities (or the manner of determination thereof if offered on a non-fixed price basis, including sales in transactions that are deemed to be “at-the-market distributions” as defined in NI 44-102), the proceeds to the Trust and any underwriters’, dealers’ or agents’ fees, commissions or other items constituting underwriters’ or agents’ compensation. Only underwriters, dealers or agents so named in the applicable Prospectus Supplement are deemed to be underwriters, dealers or agents, as the case may be, in connection with the Securities offered thereby.

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In connection with the sale of Securities, underwriters, dealers or agents may receive compensation from the Trust in the form of commissions, concessions or discounts. Any such commissions may be paid out of the general funds of the Trust or the proceeds of the sale of the Securities.

Under agreements which may be entered into by the Trust, underwriters, dealers and agents who participate in the distribution of Securities may be entitled to indemnification by the Trust against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters or agents may be required to make in respect thereof.

Sales of Units under an “at-the-market distribution”, if any, will be made pursuant to an accompanying Prospectus Supplement and only following receipt of exemptive relief from securities regulators from certain Canadian securities law requirements in relation to such “at-the-market distributions”. Sales of Units under any “atthe-market” program will be made in transactions that are deemed to be “at-the-market distributions” as defined in NI 44-102. The volume and timing of any “at-the-market distributions” will be determined at the Trust’s sole discretion.

Unless otherwise specified in the relevant Prospectus Supplement, in connection with any offering of Securities, other than an “at-the-market distribution”, the underwriters, dealers or agents who participate in the distribution of Securities may over-allot or effect transactions which stabilize or maintain the market price of the Securities at a higher level than that which might exist in the open market. Such transactions may be commenced, interrupted or discontinued at any time. No dealer or agent involved in an “at-the-market distribution”, no affiliate of such a dealer or agent and no person or company acting jointly or in concert with such a dealer or agent may overallot Units in connection with the distribution or may effect any other transactions that are intended to stabilize or maintain the market price of the Units in connection with an “at-the-market distribution”.

Unless stated to the contrary in any Prospectus Supplement, the Securities have not been and will not be registered under the 1933 Act or any state securities laws and may not be offered, sold or delivered within the United States or to U.S. persons within the meaning of Regulation S under the 1933 Act, except in certain transactions that are exempt from the registration requirements of the 1933 Act. In addition, until 40 days after the commencement of an offering of Securities, an offer or sale of the Securities within the United States or to U.S. persons by any dealer, whether or not participating in the offering, may violate the registration requirements of the 1933 Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the 1933 Act.

PRIOR SALES

All information in this section is provided as of December 5, 2019. The following table sets forth the date, number and prices at which the Trust has issued Units and securities that are convertible into Units in the 12-month period prior to the date hereof:

to the date hereof:
Date of Issuance Issuance Type(1) 17-Dec-18 DRIP 31-Dec-18 DTU 9-Jan-19 Class B Exchange 15-Jan-19 DRIP 13-Feb-19 Class B Exchange 15-Feb-19 DRIP 15-Mar-19 DRIP 15-Mar-19 Class B Exchange 31-Mar-19 DTU 1-Apr-19 EUPP 3-Apr-19 Class B Exchange 15-Apr-19 DRIP 15-May-19 DRIP 17-Jun-19 DRIP 30-Jun-19 DTU 15-Jul-19 DRIP 19-Jul-19 Class B Exchange	Total Units Issued 123,126 26,803 3,000 132,504 22,000 137,524 144,429 3,000 26,569 115,768 3,000 155,466 158,859 154,145 29,413 148,503 13,878	Price per Unit
		$14.0609 $14.2035 N/A $13.6046 N/A $14.4082 $14.5577 N/A $14.9920 $14.9160 N/A $14.5803 $14.1419 $14.7616 $15.0239 $14.8482 N/A

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Date of Issuance 15-Aug-19 16-Sep-19 30-Sep-19 15-Oct-19 15-Oct-19 15-Nov-19 15-Nov-19	Issuance Type(1) DRIP DRIP DTU DRIP DTU DRIP DTU	Total Units Issued 160,189 166,950 24,531 166,278 3,550 182,188 3,705	Price per Unit
			$14.5518 $14.2495 $14.8204 $14.4036 $14.8491 $13.8472 $14.2755

Note:

(1) DRIP= Distribution Reinvestment Plan, DTU= Deferred Trust Units, EUPP= Executive Unit Purchase Plan and Class B Exchange= Exchange of Class B limited partnership units of Master Care LP for Units.

TRADING PRICE AND VOLUME

The outstanding Units are listed and posted for trading on the TSX under the symbol “CSH.UN”.

The following table sets forth the high and low reported trading prices and the trading volume of the Units on the TSX for each month of the 12-month period before the date of this Prospectus:

Month November 2018 December 2018 January 2019 February 2019 March 2019 April 2019 May 2019 June 2019 July 2019 August 2019 September 2019 October 2019 November, 2019 Up to December 5, 2019	High Low Volume 15.30 14.13 5,678,410 15.22 13.43 5,359,068 14.92 13.42 5,936,721 15.38 14.65 5,177,382 15.22 14.60 8,886,685 15.18 14.43 5,681,897 15.06 14.32 6,847,786 15.62 14.39 5,176,928 15.79 15.07 4,855,697 15.58 14.49 5,606,958 15.07 14.57 4,905,115 15.05 14.24 6,289,398 14.83 14.10 5,934,465 14.59 14.36 1,256,433

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax considerations generally applicable to investors described therein of purchasing, holding and disposing of applicable Securities.

RISK FACTORS

An investment in Securities is subject to a number of risks, including those set forth in our most recent annual information form and in the management’s discussion and analysis for our most recently completed financial year. Prospective investors should carefully consider these risks, in addition to information contained in the Prospectus Supplement relating to an offering and the information incorporated by reference therein, before purchasing Securities.

LEGAL MATTERS AND INTERESTS OF EXPERTS

Unless otherwise specified in the Prospectus Supplement relating to an offer of Securities, certain legal matters relating to the issue and sale of the Securities will be passed upon on our behalf by Osler, Hoskin & Harcourt LLP.

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As of the date of this Prospectus, the partners and associates of Osler, Hoskin & Harcourt LLP, as a group beneficially own, directly or indirectly, less than 1% of the outstanding securities of any class or series of the Trust.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Trust are KPMG LLP, Chartered Professional Accountants, Licensed Public Accountants, located in Toronto, Ontario.

The transfer agent and registrar for the Units is Computershare Trust Company of Canada at its principal office located in Toronto, Ontario.

PURCHASERS’ STATUTORY AND CONTRACTUAL RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment, irrespective of the determination at a later date of the purchase price of the securities distributed. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

Original Canadian purchasers of Subscription Receipts or Debt Securities which are convertible or exchangeable into units of the Trust will have a contractual right of rescission against the Trust following the issuance of underlying units of the Trust to such original purchasers upon the conversion or exchange of such Subscription Receipts or Debt Securities. The contractual right of rescission will entitle such original purchasers to receive the amount paid for the applicable Subscription Receipts or convertible or exchangeable Debt Securities and any additional amount paid by such original purchasers on conversion or exchange upon surrender of the underlying units of the Trust issued upon the conversion or exchange of such Securities, in the event that this Prospectus, the relevant Prospectus Supplement or an amendment contains a misrepresentation, provided that: (i) the conversion or exchange takes place within 180 days of the date of the purchase under this Prospectus of such Securities which are convertible or exchangeable; and (ii) the right of rescission is exercised within 180 days of the date of the purchase under this Prospectus of such Securities which are convertible or exchangeable. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 the Securities Act (Ontario) or otherwise at law.

In an offering of Subscription Receipts or Debt Securities which are convertible or exchangeable into units of the Trust, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which Securities which are convertible or exchangeable into units of the Trust are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon the conversion or exchange of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

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CERTIFICATE OF THE TRUST

Dated: December 6, 2019

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of each of the provinces of Canada.

CHARTWELL RETIREMENT RESIDENCES

(Signed) W. BRENT BINIONS President and Chief Executive Officer

(Signed) VLAD VOLODARSKI Chief Financial Officer

On Behalf of the Board of Trustees

(Signed) HUW THOMAS Trustee

(Signed) ANN DAVIS Trustee

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C-1

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AI assistant

Chartwell Retirement Residences — Capital/Financing Update 2021

45334_rns_2021-08-18_8b0fb91e-9756-4649-be77-50e421abd9ec.PDF

PROSPECTUS SUPPLEMENT

To the Short Form Base Shelf Prospectus dated December 6, 2019

CHARTWELL RETIREMENT RESIDENCES

Price: $13.00 per Unit

a “connected issuer” of each of BMO, RBC, CIBC, TD, Scotia and National Bank within the meaning of applicable Canadian securities legislation. See “Relationship Between Chartwell and Certain of the Underwriters”.

TABLE OF CONTENTS

BASE SHELF PROSPECTUS TABLE OF CONTENTS

ABOUT THIS PROSPECTUS SUPPLEMENT

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

FORWARD-LOOKING INFORMATION

EXPLANATORY NOTES

NON-GAAP MEASURES

CHARTWELL

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

DESCRIPTION OF UNITS

PLAN OF DISTRIBUTION

RELATIONSHIP BETWEEN CHARTWELL AND CERTAIN OF THE UNDERWRITERS

PRIOR SALES

TRADING PRICE AND VOLUME

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Status of the Trust

Mutual Fund Trust

SIFT Rules

The remainder of this summary is subject to the SIFT Rules as discussed above.

Taxation of the Trust

Taxation of Master Care LP

Taxation of CSH Trust

Taxation of Holders

Trust Distributions

Purchases of Units

Dispositions of Units

Capital Gains and Capital Losses

Eligibility for Investment

RISK FACTORS

Discretion in the Use of Proceeds

Dilution

LEGAL MATTERS AND INTERESTS OF EXPERTS

AUDITORS, TRANSFER AGENT AND REGISTRAR

PURCHASERS’ STATUTORY RIGHTS AND RESCISSION

CERTIFICATE OF THE UNDERWRITERS

SHORT FORM BASE SHELF PROSPECTUS

New Issue

CHARTWELL RETIREMENT RESIDENCES $2,000,000,000 Units Subscription Receipts Debt Securities

There are certain risks inherent in an investment in our Securities and in our activities. Prospective investors should carefully consider these risk factors before purchasing Securities. See “Risk Factors”.

TABLE OF CONTENTS

Page

DOCUMENTS INCORPORATED BY REFERENCE

FORWARD-LOOKING STATEMENTS

EXPLANATORY NOTES

CHARTWELL

RECENT DEVELOPMENTS

Current discussions regarding acquisitions and dispositions

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

EARNINGS COVERAGE RATIOS

CREDIT RATINGS

DESCRIPTION OF UNITS

DESCRIPTION OF SUBSCRIPTION RECEIPTS

DESCRIPTION OF DEBT SECURITIES

PLAN OF DISTRIBUTION

PRIOR SALES

TRADING PRICE AND VOLUME

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

RISK FACTORS

LEGAL MATTERS AND INTERESTS OF EXPERTS

AUDITORS, TRANSFER AGENT AND REGISTRAR

PURCHASERS’ STATUTORY AND CONTRACTUAL RIGHTS

CERTIFICATE OF THE TRUST

CHARTWELL RETIREMENT RESIDENCES

More from Chartwell Retirement Residences

Chartwell Retirement Residences Capital/Financing Update 2021