This Offering Memorandum pertains to an offering of securities only in those jurisdictions and only to those persons to whom they may be lawfully offered for sale. This Offering Memorandum is not, and under no circumstances is to be construed as, a prospectus or advertisement or a public offering of these securities. No person has been authorized to give any information or to make any representation not contained in this Offering Memorandum. Any such information or representation which is given or received must not be relied upon. All references herein to dollar amounts are to lawful money of Canada unless otherwise indicated.

Continuous Offering

December 5, 2025

OFFERING MEMORANDUM

WESTURBAN REAL ESTATE TRUST

210-737 Yates Street, Victoria, BC, V8W 1L6

Phone: (250) 490-6412 Email: [email protected]

Website: westurbancapital.ca

Listed or Quoted: No. These securities do not trade on any exchange or market.

Reporting Issuer: No.

SEDAR+ Filer: Yes, but only as required pursuant to section 2.9 of NI 45-106.

THE OFFERING:

Securities Offered: Series A Units and Series F Units.

Price per Security: As the Manager may determine from time to time and set forth in the Subscription Agreement entered into between each subscriber and the Manager on behalf of the Trust. See “Item 2.6 – Determination of Trading NAV and Pricing of the Units”.

Offering Jurisdictions: The Offering of Units is being made in all provinces and territories of Canada, other than Quebec, and such other jurisdictions as determined by the Manager, in all cases under exemptions from the prospectus requirement under applicable securities laws.

Minimum/Maximum Offering: There is no minimum or maximum to this Offering. You may be the only purchaser. Funds available under the Offering may not be sufficient to accomplish our proposed objectives. See “Item 2.6 – Insufficient Funds” and “Item 10 - Risk Factors”.

Minimum Subscription: $10,000 for subscribers of Series A Units and $50,000 for subscribers of Series F Units. The Manager may accept lesser subscription amounts in its discretion.

Payment Terms: Wire transfer, e-transfer, cheque or other payment method accepted by the Manager, with the delivery of a duly executed and completed Subscription Agreement due on Closing.

Closings: Closings of the Offering will take place on a continuous basis on dates determined by the Manager. It is anticipated that Closings will take place on the first Business Day of each month.

Use of Proceeds: The Trust will invest: (i) substantially all the Gross Proceeds in respect of the Series A Units to acquire Class A LP Units; and (ii) substantially all the Gross Proceeds in respect of the Series F Units to acquire Class F LP Units. The Partnership in turn will invest, directly or indirectly, primarily in stabilized, newly built, income-generating purpose built rental assets across Western Canada. The Partnership may also allocate a limited portion of its capital to acquiring select commercial real estate development projects, and providing structured financing solutions, such as mezzanine debt and bridge financing, for real estate development and construction

projects. The Partnership may hold approximately 5% of the Gross Proceeds in liquid investments, such as real estate ETFs, government bonds and GICs to manage liquidity for redemptions. See “Item 1.2 – Use of Available Funds”.

Income Tax Consequences:

There are important tax considerations relating to the ownership of these securities. All investors will be responsible for the preparation and filing of their own tax returns in respect of this investment. See “Item 8 - Income Tax Consequences and RRSP Eligibility”.

Insufficient Funds:

Funds available under the Offering may not be sufficient to accomplish all proposed objectives. See “Item 2.6 – Insufficient Funds”.

Compensation Paid to Sellers and Finders:

Units will be sold by exempt market dealers, including WestUrban Capital, an affiliate of the Manager. A portion of the Gross Proceeds will be used to pay fees to exempt market dealers, including WestUrban Capital, a sales commission of up to 6% of the Gross Proceeds raised from the sale of Series A Units, and trailer fees, payable on a pro-rated basis of up to 0.75% of the Series Trading NAV of the issued and outstanding Units sold by them. WestUrban Capital will also receive the Administration Fee payable in respect of Series F Units. See “Item 9.1 – Commissions and Fees”.

Related/Connected Issuers:

The Trust is a “related issuer” of WestUrban Capital and a “connected issuer” of the Manager, in each case due to common ownership and management, which may result in potential conflicts of interest. Each of the Manager and WestUrban Capital earns fees, indirectly via payments from the Partnership, out of the Gross Proceeds. See “Item 9 - Compensation Paid to Sellers and Finders” and “Item 9.2 – Related and Connected Issuers”.

Payments to Related Parties:

Some of your investment will be paid to related parties of the Trust. Substantially all the Gross Proceeds will be invested in the Partnership, which intends to acquire the Target Properties and other Properties from Entities Related to the Manager. The Partnership will pay all the expenses of the Trust, including fees payable to the Manager, WestUrban Capital and their affiliates. As such, the Gross Proceeds will be used, in part, for payments to related parties. In addition, the Partnership is permitted to hire related parties for services, provided those services are charged at or less than the rates charged to arms length parties. See “Item 2.1 – Structure of the Trust” and “Item 2.8.6 – Related Party Transactions”.

Certain Related Party Transactions:

This Offering Memorandum contains disclosure with respect to one or more transactions between the Trust and Entities Related to the Manager, where the Trust intends to pay more to a related party than the related party paid to develop and construct such real property. See “Item 2.3.1 – The Target Properties - Appraisals”.

Conditions on Repurchases:

You will have a right to require the Trust to repurchase the securities from you, but this right is qualified by certain restrictions and conditions, including cash limits on redemptions and early redemption penalties. As a result, you might not receive the amount of proceeds that you want. See “Item 5.5 – Redemption of Units” and “Item 10 - Risks Factors”. In addition, the Trust is not required to redeem Units for cash if the redemption of Units will result in the Trust losing its status as a “mutual fund trust” for the purposes of the Tax Act or if in the Manager’s opinion (in its discretion), the Trust has insufficient liquid assets to fund such redemptions or that the liquidation of assets at such time would be to the detriment of the remaining Unitholders or the Trust generally. If the foregoing limitations are met, then the Trust may pay the redemption price for Units by the distribution in specie of Trust Property, in the form of LP Notes, which are promissory notes issued by the Partnership to the Trust and distributed to the redeeming Unitholder. Any LP Notes which may be received on a redemption of Units will not be qualified investments for Registered Plans and therefore will

have adverse tax consequences if held by a Registered Plan. See “Item 2.8.1 Declaration of Trust – Unit Redemptions (Cash and Units)”.

Resale Restrictions:

You will be restricted from selling your Units (otherwise than by virtue of a redemption) for an indefinite period unless you comply with applicable securities legislation. See “Item 10 - Resale Restrictions”.

Purchaser’s Rights:

You have two Business Days to cancel your agreement to purchase Units. If there is a misrepresentation in this Offering Memorandum, you have the right to sue either for damages or to cancel your agreement. See “Item 13 - Purchasers’ Rights”.

Risk Factors:

An investment in the Trust should only be made after consultation with independent qualified sources of investment and tax advice. An investment in the Trust is subject to various risk factors including: risks relating to investment success, speculative nature and illiquidity of Units, financing risks, limitations on redemptions, cash distributions, valuations, limited assets, working capital, operational history, disclosure obligations, reliance upon and the Partnership, lack of operating restrictions, fees and expenses, restrictions on Unitholders participating in management, concentration risk, conflicts of interest, tax, securities law and other regulatory compliance, series risk, blind pool risk, illiquidity of Partnership and real estate assets, acquisition risks, early termination, arbitrary price determination, insurance, lack of corporate statutory remedies, environment, renovation and maintenance risks, credit interest rates, utilities and uninsured losses, litigation risks, no review of offering memorandum by regulatory authorities, legislative changes, information technology governance and security, cyber security, no independent counsel for Unitholders, employee errors or misconduct, and disclosure of personal information. See “Item 10 - Risk Factors”.

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this offering memorandum. Any representation to the contrary is an offence. This is a risky investment. See “Item 10 - Risk Factors”.

ITEM 1 - USE OF AVAILABLE FUNDS... 11
1.1 Funds... 11
1.2 Use of Available Funds... 12
1.3 Proceeds Transferred to Other Trusts... 12

ITEM 2 - BUSINESS OF THE ISSUER AND OTHER INFORMATION AND TRANSACTIONS... 13
2.1 Structure of the Trust... 13
2.2 The Business... 19
2.3 Development of Business... 24
2.4 Long-Term Objectives... 27
2.5 Short-Term Objectives... 28
2.6 Insufficient Funds... 29
2.7 Additional Disclosure for Issuers Without Significant Revenue... 29
2.8 Material Contracts... 29
2.9 Related Party Transactions... 44

ITEM 3 - COMPENSATION AND SECURITY HOLDINGS OF CERTAIN PARTIES... 44
3.1 Compensation and Securities Held... 44
3.2 Management Experience... 46
3.3 Penalties, Sanctions, Bankruptcy, Insolvency and Criminal or Quasi-Criminal Matters... 46
3.4 Certain Loans... 47

ITEM 4 - CAPITAL STRUCTURE... 47
4.1 Securities Except for Debt Securities... 47
4.2 Long Term Debt Securities... 47
4.3 Prior Sales... 47

ITEM 5 - SECURITIES OFFERED... 48
5.1 Terms of Units... 48
5.2 Determination of Trading NAV and Pricing of the Units... 49
5.3 Trading NAV and Fees... 53
5.4 Redemption of Units... 53
5.5 Withholding Taxes... 56
5.6 Transfers of Units... 56
5.7 Rights of Unitholders... 56
5.8 Cash Distributions... 58
5.9 Subscription Procedure... 64

ITEM 6 - REPURCHASE REQUESTS...65
ITEM 7 - CERTAIN DIVIDENDS OR DISTRIBUTIONS...65
ITEM 8 - INCOME TAX CONSEQUENCES AND RRSP ELIGIBILITY...65
8.1 Income Tax Consequences Relating to the Trust...65
ITEM 9 - COMPENSATION PAID TO SELLERS AND FINDERS...71
9.1 Commissions and Fees...71
9.2 Related and Connected Issuers...72
ITEM 10 - RISK FACTORS...72
10.1 Risks Associated with General Market Conditions...72
10.2 Risks Associated with an Investment in the Trust...73
10.3 Risks Associated with the Partnership’s Investments...84
ITEM 11 - REPORTING OBLIGATIONS...89
ITEM 12 - RESALE RESTRICTIONS...90
12.1 General...90
12.2 Restricted Period...90
12.3 Manitoba Resale Restrictions...90
ITEM 13 - PURCHASERS’ RIGHTS...91
13.1 Two Day Cancellation Right...91
13.2 Statutory Rights of Action in the Event of a Misrepresentation...91
13.3 Rights of Purchasers in Alberta...91
13.4 Rights of Purchasers in British Columbia...92
13.5 Rights of Purchasers in Saskatchewan...92
13.6 Rights of Purchasers in Manitoba...93
13.7 Rights of Purchasers in Ontario...93
13.8 Rights of Purchasers in Nova Scotia...94
13.9 Rights of Purchasers in New Brunswick...94
13.10 Rights of Purchasers in Newfoundland and Labrador or Prince Edward Island...94
13.11 Rights of Purchasers in Yukon, the Northwest Territories or Nunavut...95
13.12 Cautionary Statement Regarding Report, Statement or Opinion by Expert...95
ITEM 14 - FINANCIAL STATEMENTS...1

FORWARD-LOOKING STATEMENTS

Certain information regarding the Trust set forth in this Offering Memorandum, including the Trust’s future plans and business, contains forward-looking statements that involve substantial known and unknown risks and uncertainties. The use of any of the words “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intend”, “plan”, “potential”, “predict”, “project”, “seek” or other similar words, or statements that certain events or conditions “may”, “might”, “could”, “should” or “will” occur are intended to identify forward-looking statements. Such statements represent the Manager’s internal projections, estimates or beliefs concerning, among other things, Offering costs and expenses, future growth, results of operations, business opportunities, future costs and expenditures, plans for and results of business prospects and opportunities. These statements are only predictions and actual events, or results may differ materially. Although that the expectations reflected in the forward-looking statements are reasonable, future results, levels of activity, performance or achievement cannot be guaranteed since such expectations are inherently subject to significant business, economic, competitive, political, and social uncertainties, and contingencies. Many factors could cause the Trust’s actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Trust.

This Offering Memorandum includes certain statements that may be deemed “forward-looking statements” within the meaning of applicable Canadian securities legislation. Forward-looking statements included in this Offering Memorandum include, but are not limited to, statements with respect to: the ability of the Trust to achieve “mutual fund trust” status under the Income Tax Act within the time required or at all; the ability of the Trust to raise sufficient proceeds from the sale of Units to achieve some or all of its objectives; the use of proceeds of the Offering; the business to be conducted by and business objectives of the Trust and Partnership; the anticipated cost and timing of the initial Closing of the Offering, the acquisition of the Target Properties and future acquisitions of Properties; the ability to make and the timing and payment of distributions; payment of fees; projections relating to increased values, rents and operating income of the Target Properties, targeted rates of return and Property capitalization rates; treatment under governmental regulatory regimes and tax laws; financial and business prospects and financial outlook; results of operations, the timing thereof and the methods of funding; intentions or expectations about the Partnership purchasing the Target Properties; and the nature of the operations and business outlook of any Properties, including intentions and strategies for purchasing the Target Properties, ongoing rental and management of the Target Properties, sources of funds, forecasts of capital expenditures, and proposed management and investment strategy.

Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the Trust to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the development and operation of the Properties, risks associated with general economic conditions, adverse industry events, marketing costs, loss of markets, future legislative and regulatory developments, inability to access sufficient capital from internal and external sources and/or inability to access sufficient capital on favourable terms, the jurisdictions where the Trust operates generally, income tax and regulatory matters, competition, currency and interest rate fluctuations, regulatory approvals including approvals from governmental authorities, and those factors discussed in the sections relating to risk factors under “Item 10 - Risk Factors”. Although the Manager has attempted to identify important factors that could cause results to differ materially from those contained in forward-looking statements, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed, or intended. There can be no assurance that any forward-looking statements will prove accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

THIRD PARTY DATA

This Offering Memorandum contains certain data obtained from third party sources. Such third party data is provided for information purposes only and, while it was obtained from sources believed to be reliable, the

Manager has not independently verified such data and does not make any representations as to its accuracy, completeness and/or timeliness.

HISTORICAL INFORMATION

Any historical information provided in this Offering Memorandum is for general information purposes and there is no assurance future performance and events will be similar to past performance or events. See “Item 10 - Risk Factors”.

NON-GAAP MEASURES

In this Offering Memorandum the terms Trading NAV, Series Trading NAV and Series Trading NAV per Unit as defined in the Glossary or elsewhere in this Offering Memorandum are used. The Manager considers such non-GAAP measures to be a valuable measure for evaluating its operating performance and in achieving its objectives. Such measures are not defined under GAAP nor should any of these measures be viewed as an alternative to net income, cash flow from operating activities or other measures of financial performance calculated in accordance with GAAP. Subscribers should be further cautioned that Series Trading NAV per Unit, Trading NAV, Series Trading NAV, Series Trading NAV per Unit and Trading NAV as calculated by the Manager on behalf of the Trust and the Partnership may not be comparable to similar measures presented by other issuers.

MARKETING MATERIALS

Any “OM marketing materials” (as such term is defined in NI 45-106) related to each distribution under this Offering Memorandum and delivered or made reasonably available to a prospective purchaser before the termination of such distribution will be, and will be deemed to be, incorporated by reference into this Offering Memorandum in accordance with NI 45-106, provided that any OM marketing materials to be incorporated by reference into this Offering Memorandum are not part of this Offering Memorandum to the extent that the contents of such OM marketing materials have been modified or superseded by a statement contained in an amended or amended and restated Offering Memorandum, a supplement to this Offering Memorandum or OM marketing materials subsequently delivered or made reasonably available to a prospective purchaser prior to the execution of the Subscription Agreement by the purchaser.

Any statement contained in this Offering Memorandum or in a document incorporated or deemed to be incorporated by reference herein is deemed to be modified or superseded for the purposes of this Offering Memorandum to the extent that a statement contained herein or in any other subsequently filed document which also is, 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 is not 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 an omission to state a material fact that is 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 is not deemed, except as so modified or superseded, to constitute a part of this Offering Memorandum.

Information contained or otherwise accessed through the Manager’s website, or any other website of a WestUrban Party does not form part of this Offering Memorandum or the Offering.

All dollar amounts referenced in this Offering Memorandum are in Canadian dollars unless otherwise noted.

GLOSSARY

The following terms and abbreviations used throughout this Offering Memorandum have the following meanings:

"Accredited Appraisal" means an appraisal completed by an Independent Qualified Appraiser;

"Administration Agreement" means the agreement, dated effective July 1, 2025, between the Fund Administrator and WestUrban Capital Management on behalf of the Trust and the Partnership pursuant to which the Fund Administrator agrees to provide fund accounting, administration and transfer agency services to the Trust and the Partnership;

"Administration Fee" means an amount paid by the Partnership on behalf of the Trust to WestUrban Capital on a quarterly basis equal to its then accumulated overhead administration costs associated with the sale, administration and redemption of Series F Units, which expense will be allocated quarterly on a pro rata basis to the holders of Series F Units;

"affiliate" of any Person means any other Person controlling, controlled by or under common control with such Person;

"annuitant" means the annuitant of a registered retirement income fund or registered retirement savings plan, the subscriber of a registered education savings plan, the holder of a registered disability savings plan, the holder of a tax-free savings account, or the holder of a first home savings account, as applicable;

"associate" has the meaning ascribed thereto in the Securities Act;

"Auditor" means MNP LLP, or such other firm of nationally recognized chartered accountants as may be appointed as auditor of the Trust and Partnership from time to time;

"Available Funds" means, at any time, the Gross Proceeds of the Offering less the costs of organizing the Trust and the Partnership, the expenses of the Offering and any Selling Commissions;

"BCBCA" means the Business Corporations Act (British Columbia), as amended from time to time;

"Business Day" means a day which is not a Saturday, Sunday, or legal holiday in the Province of British Columbia;

"Carry Allocation" means an amount payable to the Promote Partner in respect of each holder of LP Units (other than Class C LP Units) equal to the Carry Percentage of the Total Returns for the relevant Class above the Hurdle Rate for such Fiscal Year;

"Carry Percentage" means the percentage equal to (a) 20% in respect of Class A LP Units, (b) 15% in respect of Class F LP Units held by the Trust, and (c) the percentage negotiated from time to time with holders of Class B LP Units and set forth in their respective Subscription Agreements;

"Class" means a class of LP Units in the authorized capital of the Partnership and such other classes of LP Units that may be created by the General Partner and issued in the future, with the initial Classes created and authorized pursuant to the Partnership Agreement being the Class A, Class B, Class C and Class F LP Units;

"Closing" means the acceptance by the Manager of subscriptions for Units pursuant to the Offering;

"Conflict of Interest Matter" means a situation where a reasonable person would consider the Manager or the General Partner, as applicable, or an Entity Related to the Manager or an Entity Related to the General Partner, as

applicable, to have an interest that may conflict with the Manager’s or General Partner’s ability, as applicable to act in good faith and in the best interests of the Trust or the Partnership, as applicable;

“Debt Financing Fee” means, in consideration for arranging any debt, loan or other borrowing transaction entered into by the Trust, the Partnership or any Nominee, a fee paid to the Manager by the borrower party, in an amount equal to 0.5% of the amount borrowed, plus applicable GST/HST (see “Item 2.8.5 – Management Services Agreement – Fees and Expenses”);

“Declaration of Trust” means the amended and restated Declaration of Trust dated as of December 5, 2025, between the Trustee and the Manager governing the business and affairs of the Trust, and as may be further amended, supplemented or restated from time to time, a copy of which is available for examination at the offices of the Manager;

“discretion” means sole, absolute and unfettered discretion;

“Distributable Cash” means, with respect to a particular period, the amount determined by the General Partner by which the Partnership’s cash on hand at the end of such period (including any amounts borrowed by the General Partner on behalf of the Partnership and net proceeds received by the Partnership from the issuance of LP Units or sale of assets) exceeds: (i) unpaid operating and administration expenses of the Partnership, excluding depreciation and amortization, for that and any previous period; (ii) unpaid debt service payments and charges incurred during that and any previous period; (iii) any cash held in the Liquidity Pool; and (iv) any cash reserve which the General Partner determines in its discretion is necessary to satisfy the Partnership’s current and anticipated obligations incurred or to be incurred in connection with the Partnership Business having regard to the desire of the Partners for available cash to be actively invested, for responsible provision to be made for anticipated obligations of the Partnership (including the obligation to fund the Trust’s operating and administration expenses and reimburse the Manager for its out-of-pocket expenses pursuant to the Management Services Agreement), and for the distributions to the Partners to be maximized;

“Distribution Payment Date” means, in respect of a Distribution Period, the tenth Business Day immediately following the end of the Distribution Period, or such other date determined from time to time by the Manager;

“Distribution Period” means each quarterly period ending on March 31, June 30, September 30 and December 31, or such other periods as may be determined from time to time by the Manager, from and including the first day thereof and to and including the last day thereof;

“Distribution Record Date” means the last Business Day of each Distribution Period, or such other date determined from time to time by the Manager;

“DRIP” means a distribution reinvestment plan (see “Item 5.8.4 – Distribution Reinvestment Plan”);

“DRIP Enrollment Form” means the enrollment form indicating that the Unitholder elects to participate in the DRIP in the form prescribed by the Manager in its discretion (which may be included in the investor’s Subscription Agreement);

“DRIP Unit Price” means a price that is a discount of 2% to the Series Trading NAV per Unit of the same series;

“Entity Related to the General Partner” means: (i) a Person that can direct or materially affect the direction of the management and policies of the General Partner or the Partnership, other than as a member of the Investment Committee; or (ii) an associate, affiliate, partner, director, officer or subsidiary of the General Partner or of a Person referred to in paragraph (i), including WestUrban Parties;

"Entity Related to the Manager" means: (i) a Person that can direct or materially affect the direction of the management and policies of the Manager or the Trust, other than as a member of the Investment Committee; (ii) an associate, affiliate, partner, director, officer or subsidiary of the Manager or of a Person or company referred to in (i), including WestUrban Parties;

"Fair Market Value" means: (a) in respect of any property or assets, the most recently appraised value; and (b) in respect of the Trust, the fair market value of the Trust's investment in the Partnership plus the value of the Trust's investment assets and the Trust's other assets, less all liabilities, costs, and expenses accrued or payable of every kind and nature, and distributions due but not yet paid or made;

"Fiscal Year" means a fiscal year of the Trust or Partnership (or portion thereof), as applicable, which ends on December 31 in each calendar year, except in the case of a deemed year end on the dissolution of the Trust or Partnership, as applicable;

"Fund Administrator" means Pinnacle Canada Fund Services Ltd., or such Person as may from time to time be appointed by the Manager to provide accounting, administration and transfer agency services to the Trust and Partnership;

"GAAP" means generally accepted accounting principles in effect from time to time as set out in the Handbook of the Canadian Institute of Chartered Accountants (which, as at the date hereof, are the International Financial Reporting Standards as issued by the International Accounting Standards Board), as amended from time to time;

"General Partner" means WestUrban Real Estate GP Inc., a company incorporated under the laws of British Columbia, or any successor or permitted assignee thereof;

"Gross Proceeds" means, at any time, the aggregate gross proceeds of the Offering;

"GST" means any applicable Canadian federal or provincial goods and services tax or harmonized sales tax;

"Hurdle Rate" means, in respect of any Fiscal Year and calculated separately in respect of each Limited Partner other than the Promote Partner, a rate of return during such Fiscal Year equal to (a) 9% in respect of the Trust, as holder of Class A LP Units and Class F LP Units, and (b) the rate of return negotiated from time to time with holders of Class B LP Units in their respective subscription agreements; which rate of return, for greater certainty, will not be cumulative and will reset annually;

"include", "including" and "includes" mean "include, without limitation", "including, without limitation" and "includes without limitation", respectively;

"Independent" means, in respect of a member of the Investment Committee, if the member has no relationship with the Manager, the Trust, or an Entity Related to the Manager which could reasonably be perceived to interfere with the member's judgment regarding a Conflict of Interest Matter;

"Investment Committee" means the investment committee of the General Partner, which will consist of at least three members, at least one of whom will be Independent;

"Independent Qualified Appraiser" means an individual who (a) regularly performs appraisals on Properties for compensation; is a member of a Professional Association holding the appropriate designation, certification, charter, or license to act as an appraiser for Properties, (b) is in good standing with the Professional Association, and (c) has no relationship with the Manager, the Trust, or an Entity Related to the Manager which could reasonably be perceived to interfere with the appraiser's judgment in determining the market value of a Property that the Partnership is reviewing acquiring or disposing of;

"Limited Partners" means any registered owner of LP Units whose name appears in the current register of the Partnership’s limited partners as maintained by the General Partner pursuant to the Partnership Act, and "Limited Partner" means any of them;

"Liquidity Pool" has the meaning set out in "Item 2.2.4 - Investment Objectives";

"LP Notes" means the interest-bearing unsecured subordinated promissory notes issued by the Partnership to the holders of LP Units from time to time;

"LP Units" means the limited partnership units of the Partnership, including, but not limited to, the Class A LP Units, Class B LP Units, Class C LP Units and Class F LP Units;

"Management Fee" means, in consideration of the services rendered by the Manager pursuant to the Management Services Agreement, a fee paid quarterly in advance on the first Business Day of each quarter, and estimated and calculated as an amount equal to 2% per annum of the Trading NAV of the Partnership plus applicable GST/HST, which the Manager may, in its discretion, exempt certain investors, including Unitholders of Series F Units, from paying in whole or in part (see "Item 2.8.5 – Management Services Agreement – Fees and Expenses");

"Management Services Agreement" means the agreement, dated as of May 29, 2025, among the Manager, the Trust, the Partnership, General Partner and WestUrban Capital Management, as amended, supplemented, or amended and restated from time to time;

"Manager" means WestUrban Real Estate Administrator Ltd., a company incorporated under the BCBCA on April 16, 2025 and the manager of the Trust and Partnership under the Management Services Agreement, or such other person properly appointed as manager of the Trust or Partnership pursuant to the Declaration of Trust and Partnership Agreement, as applicable;

"Net Income of the Trust" for any taxation year of the Trust means the net income for the year determined pursuant to the provisions of the Tax Act (other than subsection 104(6) and paragraph 82(1)(b)) having regard to the provisions thereof which relate to the calculation of income of a trust, and taking into account such adjustments thereto as are determined by the Manager in respect of dividends received from taxable Canadian corporations, amounts paid or payable by the Trust to Unitholders and such other amounts as may be determined in the discretion of the Manager; provided, however, that capital gains and capital losses will be excluded from the computation of net income;

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions;

"Nominee" means collectively, a direct or indirect wholly-owned subsidiary entity of the Partnership that directly or indirectly holds title to one or more Properties in trust for the benefit of the Partnership;

"Non-Registered Unitholder" means beneficial holders of Units who hold such units through an intermediary such as a financial institution, broker or nominee;

"Non-Resident" means a Person who is not a resident of Canada and a partnership that is not a Canadian partnership, for purposes of the Tax Act;

"Offering" means the private placement of the Units under this Offering Memorandum;

"Offering Memorandum" means this offering memorandum of the Trust, as the same may be amended, supplemented or replaced from time to time;

"Participant" means a Unitholder who has elected, in accordance with the terms of the DRIP, to participate in the DRIP;

"Partners" means collectively, the Limited Partners and the General Partner;

"Partnership" means WestUrban Real Estate Limited Partnership, a limited partnership established under the laws of British Columbia, or any successor or permitted assignee thereof;

"Partnership Act" means the Partnership Act (British Columbia), as amended and in force from time to time;

"Partnership Agreement" means the amended and restated limited partnership agreement dated May 29, 2025 respecting the Partnership, among the General Partner (as general partner of the Partnership and Promote Partner), the Manager (as the manager of the Partnership) and WestUrban Capital Management (as an initial Limited Partner of the Partnership), as may be amended, supplement or restated from time to time, a copy of which is available for examination at the offices of the Manager;

"Partnership Business" means the business of the Partnership as provided in the Partnership Agreement, which is to acquire, manage and hold direct or indirect interests in the Properties, hold short-term and liquid investments for the purposes of paying expenses and liabilities of the Partnership, redeeming LP Units and making distributions to the Partners, and undertaking such other activities or taking such other actions to conduct the Partnership Business as may be authorized by the General Partner and consistent with the terms of the Partnership Agreement;

"Person" means any individual, company, corporation, limited partnership, general partnership, firm, joint venture, syndicate, trust, joint stock company, limited liability company, association, bank, pension fund, business trust or other organization, whether or not a legal entity, and any government agency or political subdivision thereof or any other form of entity or organization;

"Professional Association" means an organization of real property appraisers with its head office in Canada that: (a) is generally accepted within the Canadian real property appraisal community as a reputable association; (b) admits individuals on the basis of their academic qualifications, experience, and ethical fitness; (c) requires compliance with professional standards of competence and ethics established or endorsed by the organization; (d) requires or encourages continuing professional development; and (e) has and applies disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides;

"Promote Partner" means the holder(s) of the Class C LP Units from time to time, being WestUrban Real Estate GP Inc. as at the date of this Offering Memorandum;

"Properties" means real properties, including, residential real estate properties, apartment buildings, condominium properties, multiplexes, row houses, townhouses, and mixed-use commercial/residential buildings; and "Property" means any one of them;

"Property Management Fee" means a fee payable by the Partnership to one or more property managers pursuant to a property management agreement in consideration of the property management services rendered in respect of one or more Properties, in each case as negotiated from time to time by the Manager on arms' length terms;

"Redemption Price" means, with respect to a redemption of any Unit, the redemption price per Unit of a particular series, calculated as the relevant Series Trading NAV per Unit in the manner herein provided less, in the discretion of the Manager, any redemption deduction (including any early redemption discount), withholding tax, charge or fee as provided for in the Declaration of Trust;

"Registered Participant" means a Participant who is a registered holder of Units at any time and from time to time, as shown on the register maintained by or on behalf of the Trust for outstanding Units and who has enrolled in the DRIP;

"Registered Plan" has the meaning as more particularly described under "Item 8 - Income Tax Consequences and RRSP Eligibility";

"ROFO Agreement" means the right of first offer agreement between the Partnership and WestUrban Developments made as of May 29, 2025, pursuant to which WestUrban Developments has granted the Partnership the WestUrban ROFO (see "Item 2.2.7– WestUrban ROFO");

"Securities Act" means the Securities Act (British Columbia), as amended from time to time, together with all regulations, rules, policy statements, rulings, notices, orders, or other instruments promulgated thereunder;

"Selling Commissions" means the commissions of up to 6% of the Gross Proceeds of Series A Units up front from the sale of the Units pursuant to the Offering payable to parties who sell the Units and who are entitled to receive such commissions under applicable securities laws;

"Series A Unit" means a Series A Unit of the Trust, which represents an interest in the Trust as provided for in the Declaration of Trust and has the rights, privileges, restrictions and conditions set forth in the Declaration of Trust;

"Series Expenses" means in respect of any particular series the costs and expenses of the Trust (including management, performance, administration and other fees) that are charged only to that series, all as determined by the Manager;

"Series F Unit" means a Series F Unit of the Trust, which represents an interest in the Trust as provided for in the Declaration of Trust and has the rights, privileges, restrictions and conditions set forth in the Declaration of Trust;

"Series (or Class) Trading NAV" means, in respect of any particular series of Units or Class of LP Units, as applicable, the Trading NAV attributed to such series or Class determined in accordance with the Valuation Policy (see "Item 5.2.2 – Valuation Policy");

"Series (or Class) Trading NAV per Unit" means, as applicable, the Trading NAV per Unit of a particular series of Units or Class of LP Units, as at the relevant date, obtained by calculating the Series Trading NAV of such series of Units or Class of LP Units and then dividing such amount by the number of outstanding Units of such series or LP Units of such Class (before giving effect to any issue of Units of that series or LP units of that Class on that date);

"Standard of Care" means, with respect to the Manager or the General Partner, as applicable, the standard of care or duty imposed in the Declaration of Trust or Partnership Agreement, or stated or implied under applicable law, including the obligation to (a) exercise its powers and discharge its duties honestly, in good faith and in the best interests of the Trust or Partnership, as applicable, and (b) in discharging its duties, exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in similar circumstances;

"Subscription Agreement" means a subscription agreement to be executed by each investor providing for the purchase by such investor of Units (as elected by the investor);

"subsidiary" has the meaning ascribed thereto in the Securities Act;

"Tax Act" means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended from time to time;

"Total Returns" means, for any period since the end of the most recent Fiscal Year, calculated separately in respect of each Class of LP Units except Class C LP Units, an amount equal to the sum of: (i) all distributions accrued or paid (without duplication) on the relevant Class of LP Units since the beginning of such Fiscal Year (excluding any distributions made pursuant to the Declaration of Trust in order to ensure that the Trust will not be liable for tax under Part I of the Tax Act for the relevant taxation year), plus (ii) the difference between (A) the aggregate Class Trading NAV of the relevant Class of LP Units at the end of such Fiscal Year (without giving effect to any allocation or accrual to the Carry Allocation), and (B) the aggregate Class Trading NAV of the relevant Class of LP Units at the end of such Fiscal Year (without giving effect to any allocation or accrual to the Carry Allocation), minus (iii) the difference between (x) the aggregate capital contributions in respect of the relevant Class of LP Units during such Fiscal Year, less (y), the aggregate redemption price of any LP Units of such Class redeemed during such Fiscal Year (which amount, for greater certainty, may be negative);

"Trading NAV" means, with respect to the relevant entity, the net asset value of the entire entity, as at the relevant date, calculated by subtracting the entity's aggregate liabilities (including accrued expenses) from the entity's aggregate assets and adjusted in accordance with the Valuation Policy (see "Item 5.2.1 – Determination of Trading NAV" and "Item 5.2.2 – Valuation Policy");

"Trailer Fee" means, in respect of each Series A Unit (including Series A Units acquired under the DRIP) and commencing after the first anniversary of the date of acquisition or subscription thereof, as applicable, up to 0.75% per annum of the subscription or acquisition price of each such Unit (as agreed with the Unitholder's selling agent), calculated monthly in respect of each Unitholder on the last day of the month and immediately preceding any redemption of Units or acquisition of additional Units by such Unitholder (whether pursuant to the DRIP or otherwise), and payable to the Unitholder's selling agent by the Partnership on behalf of the Trust quarterly in arrears on the last day of each calendar quarter;

"Transaction Fee" means, in consideration for its services in connection with each acquisition or disposition of an investment by the Partnership, or entities controlled by it, but excluding any acquisition from or disposition of to any WestUrban Party, a fee payable by the Partnership to the Manager equal to 1% of the gross acquisition or gross disposition price of such investment, plus applicable GST/HST (see "Item 2.8.5 – Management Services Agreement – Fees and Expenses");

"Trust" means WestUrban Real Estate Trust, a unit investment trust constituted in British Columbia by the Declaration of Trust, as the same may be amended, supplemented or restated from time to time;

"Trustee" means a trustee of the Trust at that time so long as such person remains as trustee, which is currently Olympia Trust Company;

"Trustee Fee" means the annual fee of $10,000 paid from the Trust to the Trustee, for acting as a Trustee of the Trust (see "Item 2.8.1 – Declaration of Trust - Trust Expenses and Trustee Fees");

"Trust Property" means at any time, means any and all securities, property and assets, real and personal, tangible and intangible, transferred, conveyed or paid to the Trust including:

(a) all funds realized from the sale of Units of the Trust;
(b) all investments, sums or property of any type or description from time to time delivered to the Trustee or held for its account and accepted by the Trustee in accordance with the Declaration of Trust for the purposes of the Trust, including the Class A LP Units and Class F LP Units of the Partnership;

(c) any proceeds of disposition of any of the foregoing property and assets; and
(d) all income, interest, dividends, returns of capital, profit, gains and accretions, securities, promissory notes (including LP Notes) and all substituted assets, rights and benefits of any kind or nature whatsoever arising directly or indirectly from or in connection with or accruing to such foregoing property or such proceeds of disposition;

less any money, securities, property, assets or investments distributed, expended, sold, transferred or otherwise disposed of in accordance with the provisions of the Declaration of Trust;

"Unit" means a Series A Unit or Series F Unit, as the context requires, and "Units" means, collectively, the Series A Units and the Series F Units;

"Unitholders" means at any time the Persons who are the holders of record at that time of one or more Units, as shown on the registers of such holders maintained by the Transfer Agent on behalf of the Trust;

"Valuation Date" means the last Business Day of each quarter, or any other day on which the Manager determines valuation is necessary;

"Valuation Policy" means the policy of the Manager that sets out how Trading NAV is to be calculated and approved (see "Item 5.2.2 – Valuation Policy");

"WestUrban Capital" means WestUrban Capital Ltd., an exempt market dealer incorporated under the BCBCA and an Entity Related to the Manager;

"WestUrban Capital Management" means WestUrban Capital Management Ltd., a company incorporated under the BCBCA and an Entity Related to the Manager;

"WestUrban Developments" means WestUrban Developments Ltd., a company incorporated under the BCBCA on January 20, 2017 and an Entity Related to the Manager;

"WestUrban Group" means the General Partner, the Partnership, the Manager, WestUrban Developments, WestUrban Capital, WestUrban Capital Management and their respective affiliates;

"WestUrban Parties" means any individual, firm, partnership, association, trust or body corporate, including itself and any partnership, trust or body corporate with which it may directly or indirectly be affiliated or in which it may be directly or indirectly interested, including any member of the WestUrban Group and their respective directors, officers, partners and employees;

"WestUrban Properties Management" means WestUrban Properties Management Ltd, a company incorporated under the BCBCA on May 21, 2019 and an Entity Related to the Manager;

"WestUrban ROFO" means the right of first offer granted by WestUrban Developments to the Partnership on all new multi-family rental properties that WestUrban Developments commences developing on or after May 29, 2025, pursuant to the ROFO Agreement (see "Item 2.2.7 – WestUrban ROFO"); and

"$\mathbb{S}$" means Canadian Dollars.

ITEM 1 - USE OF AVAILABLE FUNDS

1.1 Funds

There is no minimum or maximum Offering amount. The Trust will conduct a continuous Offering with Closings expected to occur monthly until such time as the Manager determines it is in the best interests of the Trust to terminate the Offering. The table below is provided for illustrative purposes and represents an example of the Available Funds under the Offering (being Gross Proceeds less Selling Commissions and estimated Offering costs) that would be available to the Trust based on an Offering of $50,000,000. The actual amounts raised by the Trust may be greater or lesser than $50,000,000.

| | | Illustrative
Offering of
$50,000,000^{(1)} |
| --- | --- | --- |
| A. | Amount to be raised by the Offering | 50,000,000 |
| B. | Selling Commissions^{(2)} | 1,500,000 |
| C. | Estimated Offering costs^{(3)} | 500,000 |
| D. | Available Funds: D = A - (B+C) | 48,000,000 |
| E. | Additional sources of funding required | See Note 4 |
| F. | Working capital deficiency^{(5)} | See Note 5 |
| G. | Total: G = (D+E) - F | $48,000,000 |

Notes:

(1) There is no minimum or maximum Offering. The Trust will offer an unlimited number of Units on a continuous basis with Closings expected to occur monthly. As of the date of this Offering Memorandum, the Trust has not held an initial Closing. It is not possible to determine the size of the Offering or the amount of Available Funds. The Gross Proceeds will vary, depending on both the number of Units sold and the offering price of the Units at each Closing. For illustrative purposes, the sample Offering assumes that an equivalent value of each of Series A Units and Series F Units are sold. See “Item 1.2 – Use of Available Funds”, “Item 2.2 – Our Business” and “Item 10 - Risk Factors”.

(2) A portion of the Gross Proceeds will be used to pay the fees of selling agents, including WestUrban Capital, an Entity Related to the Manager. The Partnership on behalf of the Trust will pay a Selling Commission and an ongoing Trailer Fee to selling agents in respect of Series A Units distributed by such selling agents. For illustrative purposes, the commissions calculated for the sample Offering assumes that an equivalent value of each of Series A Units and Series F Units are sold and excludes any applicable Trailer Fees. The number of Units of each series will, however, vary depending on subscriptions actually received by the Trust for each series and the actual Selling Commissions paid will differ from the amounts presented in the table for illustrative purposes. All Selling Commissions and Trailer Fees will be paid by the Partnership out of the Gross Proceeds pursuant to the terms of the Management Services Agreement. See “Item 9.1 – Commissions and Fees”.

(3) The estimated Offering costs include legal fees and expenses incurred in connection with the establishment of the Trust and the Partnership, and the advertising, marketing, legal, consulting, audit and other costs and expenses associated with the Offering. The actual Offering costs may differ from the amounts presented in the table for illustrative purposes. The estimated Offering costs do not include costs and expenses associated with the ongoing operation and management of the Trust, the Partnership and Properties, which are expected to be paid out of the Partnership’s operating revenues but may also be paid out of the Available Funds. Offering costs will be paid by the Partnership pursuant to the terms of the Management Services Agreement. See “Item 1.2 – Use of Available Funds”.

(4) The Available Funds may not be sufficient to accomplish the Trust’s objectives. There is no assurance that the Trust will have adequate working capital to meet the anticipated requirements described in this Offering Memorandum. See “Item 10 - Risk Factors”.

(5) As of the date of this Offering Memorandum, the Trust and Partnership did not have a working capital deficiency.

1.2 Use of Available Funds

The table below is for illustrative purposes and assumes that $50,000,000 is raised under the Offering:

Description of intended use of Available Funds listed in order of priority	Illustrative Offering of $50,000,000^{(1)}
Gross Proceeds invested in LP Units	48,000,000
The Partnership intends to use the Available Funds it receives (from the issuance of Class A LP Units and Class F LP Units to the Trust) in accordance with its stated investment objectives, which includes acquisition of the Target Properties and other Properties, and towards its expenses and general working capital purposes^{(2)(3)(4)(5)(6)}	48,000,000
Total:	$48,000,000

Notes:

(1) There is no minimum or maximum Offering. The Trust will offer an unlimited number of Units on a continuous basis with Closings expected to occur monthly. As of the date of this Offering Memorandum, the Trust has not held an initial Closing. It is not possible to determine the size of the Offering or the amount of Available Funds. The Gross Proceeds will vary, depending on both the number of Units sold and the offering price of the Units at each Closing. For illustrative purposes, the sample Offering assumes that an equivalent value of Series A Units and Series F Units are sold at the current Unit price. See “Item 2.2 – Our Business” and “Item 10 - Risk Factors”.

(2) All operating and administrative expenses of the Trust, the Partnership and the Properties will be paid by the Partnership, either directly or by way of reimbursement, pursuant to the terms of the Management Services Agreement.

(3) The Manager expects that the Partnership will incur operating and administrative expenses relating to, among others: fees payable to Entities Related to the Manager (see Note 5); fees payable to third party service providers and consultants, including legal, compliance, consulting, accounting, audit and selling agents; out of pocket expenses of the Manager and the General Partner, including insurance, investor relations, marketing, travel and entertainment; interest and other costs of borrowed money; Property insurance; taxes and assessments on Properties and all other applicable taxes; and compensation of the Independent member of the Investment Committee. All operating and administrative expenses will be paid from operating revenue realized from the Properties or, if unavailable, funds raised from the Offering.

(4) The total amount of operating and administration expenses that will be paid by the Partnership is dependent upon: (i) the Gross Proceeds; (ii) the number and nature of Properties acquired by the Partnership; and (iii) external factors which cannot be anticipated or controlled by the Manager or the General Partner. As a result, as at the date of this Offering Memorandum, the Manager is unable to accurately estimate these costs.

(5) The Manager expects that a significant portion of the operating and administrative expenses will be allocated to fees payable to Entities Related to the Manager (including Management Fees, Property Management Fees (if any), Transaction Fees, Debt Financing Fees, Selling Commissions, Trailer Fees, Administrative Fees and Carry Allocations). All of the outstanding shares of the Manager, the General Partner, WestUrban Developments, WestUrban Properties Management and WestUrban Capital (an exempt market dealer) are beneficially owned or controlled, directly or indirectly, by Sean Roy and Terry Hoff.

(6) The Offering is a “blind pool” offering. Other than as described in “Item 2.3.1 – The Target Properties”, the specific Properties in which the Partnership will invest have not been identified as of the date of this Offering Memorandum. See “Item 10 - Risk Factors”.

1.3 Proceeds Transferred to Other Trusts

The Trust does not intend to use a significant amount of the proceeds of the Offering to invest in, loan to, or otherwise transfer to another issuer that is not the Partnership or a subsidiary controlled by any of them or of which either the Partnership, or a subsidiary thereof, is not a partner of. The Trust intends to spend the Available Funds as stated under “Item 1.2 – Use of Available Funds”. The Trust will reallocate funds only for sound

business reasons. The fees payable to the Manager, the General Partner and their affiliates will not duplicate any fees paid by the Trust or Partnership to the Manager, the General Partner and their affiliates for the same service.

ITEM 2 - BUSINESS OF THE ISSUER AND OTHER INFORMATION AND TRANSACTIONS

2.1 Structure of the Trust

The structure of the Trust, its subsidiary entities and other contractually affiliated entities is set out below:

Notes:

(1) The Trust is an unincorporated, open-ended real estate investment trust created by the Declaration of Trust on April 23, 2025, and established under and governed by the laws of British Columbia. While the Trust intends to qualify as a mutual fund trust for all purposes at all times, the Trust is not a mutual fund for securities law purposes.

(2) WestUrban Real Estate Administrator Ltd. is the Manager of the Trust.

(3) Olympia Trust Company is the Trustee of the Trust.

(4) Pinnacle Canada Fund Services Ltd. is the Fund Administrator.

(5) Investors under the Offering will be holders of Units, each of which represents a holder’s proportionate undivided beneficial interest in the Trust. The Gross Proceeds in respect of the Series A Units will be used by the Trust to acquire Class A LP Units and the Gross Proceeds in respect of the Series F Units will be used by the Trust to acquire Class F LP Units, which will use such proceeds as permitted pursuant to the Partnership Agreement, including to acquire Properties.

(6) WestUrban Real Estate GP Inc. is the General Partner of the Partnership.

(7) Each Nominee will hold the Properties in a bare trust for the Partnership and will not have any beneficial right to the Properties. The Partnership is the beneficial owner of all assets and liabilities held by the Nominee.

(8) The Partnership intends to acquire a portfolio of Properties located primarily in Western Canada. The Offering is a “blind pool” offering. Other than described in “Item 2.3.1 – The Target Properties”, the specific Properties in which the Partnership will invest have not been identified as of the date of this Offering Memorandum or, to the extent identified, any acquisition thereof is too speculative or remote as of the date of this Offering Memorandum for description thereof in this Offering Memorandum. See “Item 10 - Risk Factors”.

(9) The Trust’s organizational structure, strategy and capital raising arrangement involves a number of relationships. These relationships introduce conflicts of interest between the General Partner (or its principals) and the Manager (or its principals) on one hand and investors of the Trust and the Partnership on the other hand. The Manager expects that a significant portion of the operating and administrative expenses will be allocated to fees payable to Entities Related to the Manager (including Management Fees, Property Management Fees (if any), Transaction Fees, Debt Financing Fees, Selling Commissions, Trailer Fees, Administrative Fees, and Carry Allocations). All of the outstanding shares of the Manager, the General Partner, WestUrban Developments, WestUrban Properties Management and WestUrban Capital (an exempt market dealer) are beneficially owned or controlled, directly or indirectly, by Sean Roy and Terry Hoff. See “Item 2.1.6 – Conflicts of Interest”.

2.1.1. The Trust and Trustee

The Trust is an unincorporated, open-ended, limited purpose trust formed under the laws of British Columbia on April 23, 2025 pursuant to the Declaration of Trust made between WestUrban Real Estate Administrator Ltd., as the manager, and Olympia Trust Company, as trustee. The principal place of business of the Trust is British Columbia, Canada. A copy of the Declaration of Trust is available upon request at the offices of the Manager.

Upon each Closing under the Offering, the Trust will use: (i) substantially all of the Gross Proceeds raised from the issuance of Series A Units to acquire Class A LP Units; and (ii) substantially all of the Gross Proceeds raised from the issuance of Series F Units to acquire Class F LP Units. All expenses of the Offering will be borne by the Partnership pursuant to the Management Services Agreement.

The Trustee, Olympia Trust Company, is a full service federally regulated trust company. The Trustee carries on the business of corporate trust and related activities. Its registered head office is in Calgary, Alberta, and it is registered or otherwise qualified to carry on the business of a trust company in all provinces and territories of Canada. As trustee of the Trust, the Trustee has the full authority and responsibility to manage the business and affairs of the Trust; provided, however, that it has delegated to the Manager such general authority, including day to day management decisions and authority over the investment of the Trust’s assets and the distribution of Units.

The Trustee will be paid the Trustee Fee by the Trust for acting as trustee and will be entitled to reimbursement of all out of pocket expenses incurred by it on behalf of the Trust.

2.1.2. Management of the Trust – The Manager

The Manager is a company incorporated under the BCBCA. The Manager is owned and controlled by Roy Enterprises Ltd. (as to a 66.6% interest) and Hoff Enterprises Ltd. (as to a 33.3% interest). These corporations are solely owned corporations, controlled by Sean Roy and Terry Hoff, respectively. See “Item 3 - Compensation and Security Holdings of Certain Parties”.

As manager of the Trust, the Manager has been given the full authority and exclusive responsibility to direct the day-to-day undertaking, operations and affairs of the Trust pursuant to the Declaration of Trust and Management Services Agreement. The Manager may delegate certain of these duties from time to time. See “Item 2.8.1 – Declaration of Trust” and “Item 2.8.5 – Management Services Agreement”.

In the event that the Manager is unable or unwilling to perform its obligations under the Management Services Agreement, the Trustee will either perform all obligations of the Manager thereunder or will be entitled to engage another person that is duly qualified to perform such obligations.

2.1.3. Undertakings of the Trust

The Trust’s primary purpose and sole undertaking is to acquire and hold Class A LP Units and Class F LP Units, with the objective of generating returns to Unitholders. Upon each Closing under the Offering, the Trust will use: (i) substantially all of the Gross Proceeds raised from the issuance of Series A Units to acquire Class A LP Units; and (ii) substantially all of the Gross Proceeds raised from the issuance of Series F Units to acquire Class F LP Units. All expenses of the Offering will be borne by the Partnership pursuant to the Management Services Agreement.

In effect, the Trust allows investors to invest indirectly into the Partnership. Consequently, investors that purchase Units should also review the particulars of the Partnership disclosed in this Offering Memorandum.

2.1.4. The Partnership

The Partnership is a limited partnership established under the Partnership Act (British Columbia) on April 25, 2025 upon filing of the Partnership certificate. The Partnership’s head office is located in Victoria, British Columbia. The Partnership was established to provide Limited Partners with capital preservation, stable tax efficient income distributions and long-term capital appreciation, primarily through the acquisition and management of high-quality new generation purpose built rental real estate assets located in Western Canada.

As at the date of this Offering Memorandum, the sole Limited Partner is the Trust. Subject to the Partnership Agreement, the General Partner will have the power to admit additional Limited Partners from time to time.

2.1.5. Management of the Partnership – The General Partner

The General Partner of the Partnership is WestUrban Real Estate GP Inc., a company incorporated under the BCBCA. The General Partner is owned and controlled by the Manager (as to a 100% interest). See “Item 3 - Compensation and Security Holdings of Certain Parties”.

The management and conduct of the Partnership Business is vested exclusively in the General Partner. Except as authorized by the General Partner, the Limited Partners will have no part in the management, control or the conduct of business of the Partnership, and will have no authority or right to act on behalf of the Partnership in connection with any matter. Subject to the authority of the Investment Committee pursuant to the Partnership Agreement, the General Partner has delegated full management discretion of the Partnership to the Manager pursuant to the Management Services Agreement. Accordingly, the Manager is permitted to manage the Partnership and exercise any and all rights and discretion of the Partnership as set forth in the Management Services Agreement and the Partnership Agreement. See “Item 2.8.5 – Management Services Agreement”.

The General Partner has, to the exclusion of the Trust as a Limited Partner, the full power and authority to manage the business and affairs of the Partnership, to make all decisions regarding the business of the Partnership and to bind the Partnership. The General Partner will exercise powers and discharge its duties honestly, in good faith and in the best interests of the Partnership and will, in discharging its duties, exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in similar circumstances. Certain restrictions are imposed on the General Partner and certain actions may not be taken by it without the approval of the Limited Partner by 50.1% of all the outstanding LP Units. The General Partner cannot dissolve the Partnership or wind up its affairs, except in accordance with the provisions of the Partnership Agreement.

Pursuant to the General Partner’s Articles and the BCBCA, any resolution of the directors of the General Partner must be passed: (i) at a meeting of the directors of the General Partner, by a majority of the directors entitled to vote on that resolution at such meeting; or (ii) in writing by all the directors entitled to vote on that resolution at a meeting.

2.1.6. Conflicts of Interest

Permitted Conflicts of Interest

The Trust’s organizational structure, strategy and capital raising arrangement involves a number of relationships. These relationships introduce conflicts of interest between the General Partner (or its principals) and the Manager (or its principals) on one hand and investors of the Trust or the Partnership on the other hand. The Manager’s services to the Trust are not exclusive, and subject to the limitations in the Declaration of Trust on the power and authorities of the Manager, the Manager is expressly authorized from time to time in its discretion to appoint, employ, invest in, contract or deal with any WestUrban Party, whether on its own account or for the account of another (in a fiduciary capacity or otherwise), without being liable to account therefor and without being in breach of the Declaration of Trust.

Further, the Declaration of Trust and Partnership Agreement specifically permits the following conflicts of interest:

(a) The Manager and the General Partner are each authorized to:

(i) be, or be an associate of, a person (including any WestUrban Party) from or to whom Properties have been or are to be purchased or sold, directly or indirectly, by or on behalf of the Partnership; provided that any such purchase or sale will have been approved by the Investment Committee, including the Independent member of such committee;

(ii) be, or be an associate of, a person (including any WestUrban Party) with whom the Trust, Partnership, General Partner or the Manager, as applicable, contracts or deals or which supplies services (including, real estate agents, exempt market dealers, wholesalers, consultants, appraisers, inspectors, construction companies, insurance companies and marketing companies), loans funds or extends credit to the Trust, Partnership or the Manager, as applicable, or to which the Trust or Partnership extends credit; provided that such contracts, services, loans or credit are either (A) on terms no less favourable to the Trust or Partnership, as applicable, than those that could be reasonably obtained in arm’s length negotiations with a third party, as determined by the Manager or General Partner, as applicable, or (B) approved by the Investment Committee, including the Independent member of such committee;

(iii) be, or be an associate of, a person (including any WestUrban Party) who co-owns any Properties with the Partnership in the cases where the Partnership is a partial owner of the Property; and

(iv) derive direct or indirect benefit, profit or advantage from time to time as a result of dealing with the Trust or Partnership, as applicable, or the relationships, matters, contracts, transactions, affiliations or other interests stated in this paragraph without being liable to the Trust or Partnership, as applicable, or any Unitholder or Limited Partner, as applicable, for any such direct or indirect benefit, profit or advantage.

(b) Any director or officer of the Manager may act as a director or officer of the General Partner and vice versa.

(c) Any director or officer of the Manager may, in his or her personal capacity or any other capacity, buy, lend upon and deal in securities of the Trust or Partnership without being liable to account for any profit made thereby.

(d) Any director or officer of the Manager or General Partner may, in their personal capacity or any other capacity, buy, lend upon and deal in securities of the Trust or Partnership without being liable to account for any profit made thereby.

Neither the Manager nor the General Partner is required, directly or indirectly, to consider the interests of any person other than the Unitholders or Limited Partners, as applicable. In the absence of bad faith by the Manager or General Partner, the resolution, action or terms so made, taken or provided by the Manager or General Partner, as applicable, with respect to such matter are deemed to be fair and reasonable, are deemed to be in, or not opposed to, the best interests of the Trust or the Partnership, as applicable, and do not constitute a breach of the Declaration of Trust of the Partnership Agreement or a breach of the Standard of Care.

Investment Committee and Investment Committee Mandate

The General Partner has formed the Investment Committee, which has the overall responsibility to review and authorize potential investments for the Partnership identified by the Manager. The General Partner will appoint the members of the Investment Committee, which will consist of at least three members, at least one of whom will be Independent. Other members of the Investment Committee are expected to be associates of the General Partner or Entities Related to the General Partner. As at the date of this Offering Memorandum, the members of the Investment Committee and their respective biographies are as follows:

Full Legal Name	Principal occupation and related experience
AJ McEwan	Director of Operations at WestUrban Capital since September 2022. Prior to joining WestUrban Capital, AJ spent 18 years with Coast Capital Savings Federal Credit Union in Victoria, BC, where he held progressive leadership roles in commercial lending and account portfolio management. AJ brings extensive experience in real estate financing and financial services, with a strong background in operational efficiency, client service, and team leadership. AJ has an honours undergraduate degree in Commerce (Royal Roads) and is a Chartered Professional Accountant (CPA,CMA).
Rajinder Wirk	Managing Director and CEO of WestUrban Capital since April 2022. Prior to joining WestUrban Capital, Raj was the Director of Commercial Banking on Vancouver Island for Coast Capital Savings Federal Credit Union for 11 years. This included management of the commercial real estate, business banking, and small business banking platforms. Raj previously held senior level positions in commercial real estate lending in Vancouver with Bank of Montreal and HSBC. Raj has an undergraduate degree in Economics (University of Victoria), Bachelor of Laws (UBC), and a Master of Business Administration (Schulich School of Business).
Dave Ganong	Dave Ganong has over 35 years experience in real estate finance, brokerage and development having held senior positions with Morguard Trust Company (VP), Mackenzie Investments/MRS Trust Company (VP), Canada ICI Capital Corporation (founding partner) and Colliers International (Managing Director-Vancouver Island). An active member in the local community, Dave has served on the Boards of the Urban Development Institute (Past President Capital Region), the Capital Region Housing Corporation (Past Chairman), the M.S. Society of Canada and the Victoria Golf Club. Dave Ganong is President of Canada ICI Capital (Victoria) Corporation and specializes in real estate capital solutions, brokerage, advisory services and consulting. Canada ICI Capital (Victoria) Corporation is a licenced mortgage brokerage firm specializing in the placement of construction and term financing for all real estate asset classes.

The General Partner has adopted the Investment Committee Mandate pursuant to which, in order to proceed, any potential investment underwritten by the Partnership, as well as any matters that involve a Conflict of Interest

Matter involving the Trust, the Partnership, the Manager or the General Partner, will require approval by the majority of the members of the Investment Committee (and in the case of a Conflict of Interest Matter, the approval of at least one Independent member(s)). Accordingly, all proposed acquisitions of Properties from WestUrban Developments, or entities managed by it, will be referred to the Investment Committee for approval by at least a majority of its members, including the approval of at least one Independent member(s) thereof.

A “Conflict of Interest Matter” is defined as a situation where a reasonable person would consider the Manager, the General Partner, Entity Related to the Manager, or Entity Related to the General Partner, to have an interest that may conflict with the Manager’s or the General Partner’s ability, as applicable, to act in good faith and in the best interests of the Trust or Partnership, as applicable.

Under the Declaration of Trust, subject to any standing instruction from the Investment Committee, when a Conflict of Interest Matter arises, and before acting in the matter, the Manager will:

(a) determine what action it proposes to take in respect of the matter, having regard to:

(i) its Standard of Care;

(ii) its powers and duties (and limitations thereon) provided in the Declaration of Trust, including permitted conflicts of interest;

(iii) its duties under securities legislation (if any); and

(iv) its written policies and procedures on the matter; and

(b) if required under the provisions of the Declaration of Trust or otherwise disclosed in this Offering Memorandum, refer the matter, along with its proposed action, to the Investment Committee for its review and decision.

When a Conflict of Interest Matter is brought to the Investment Committee, the Manager will (a) provide the Investment Committee with all information that the Manager determines is reasonably necessary for the Investment Committee to be able to make a fully-informed decision relating to such matter and (b) will respond to all reasonable requests from the Investment Committee relating to additional information that the Investment Committee members may request.

In the case of any appraisals obtained in connection with a Conflict of Interest Matter, one or more Independent members of the Investment Committee will be responsible for leading the interactions with the Independent Qualified Appraiser and the Investment Committee’s review of such Independent Qualified Appraiser’s Accredited Appraisal of the Fair Market Value of the subject Property.

In the case of any interactions with any Entity Related to the Manager, including without limitation pursuant to the ROFO Agreement, an Independent member will chair the Investment Committee and will represent the Investment Committee on all matters relating thereto, including in any negotiations with the Entity Related to the Manager.

On an annual basis, the Investment Committee will prepare a written report (the “Investment Committee Annual Report”) listing all Conflict of Interest Matters that were brought to it during the preceding year, confirming that each such matter was reviewed and discussed by the Investment Committee, and summarizing the resolution of each such matter, including confirming that all Conflict of Interest Matters brought to the Investment Committee were dealt with in accordance with this Investment Committee Mandate. A copy of the Investment Committee Annual Report will be made available to any investor in the Partnership or the Trust on request.

The Partnership will pay the expenses associated with the Investment Committee, including an annual retainer and/or meeting fees for any Independent member in an amount determined by the General Partner from time to time based on market precedent and out of pocket expenses incurred by any member in the performance of their service. For greater certainty, the members of the Investment Committee who are not Independent will not receive any fees for serving on the Investment Committee but may be reimbursed for out of pocket expenses reasonably incurred.

2.2 The Business

2.2.1. General

The Trust has been formed to provide investors, indirectly through the Partnership, with the opportunity to participate in a portfolio of real estate assets, primarily in stabilized, income-producing, new generation, purpose-built rental assets in strong suburban markets located across Western Canada, which the Manager believes will generate consistent long-term cash flow and have potential for value creation over time as rents increase and debt is paid down.

The Trust will not carry on active business. Rather, it will invest all or substantially all of its assets into the Partnership that in turn will engage in the Partnership Business. See “Item 2.1.1 – Organizational Chart”.

It is intended that at all times the Trust will qualify as a “mutual fund trust”. See “Item 8.1 – Income Tax Consequences Relating to the Trust”. However, the Trust is not, and will not become, a “mutual fund” or “nonredeemable investment fund” as defined by applicable Canadian securities legislation and the Trust does not operate in accordance with the requirements of the Canadian securities regulations applicable to mutual funds or nonredeemable investment funds. Accordingly, certain investor protections contained in those regulations are not available to purchasers of Units. In addition, the Trust is not a trust company and is not registered under applicable legislation governing trust companies.

The Partnership’s initial investments will be the acquisition of the Target Properties from WestUrban Developments. The Manager expects the Partnership to acquire the Target Properties in the first quarter of 2026. See “Item 2.1.1 – The Target Properties”. The Manager also intends to cause the Partnership to acquire additional Properties from time to time, both from WestUrban Developments and from third parties, to grow the Partnership’s property portfolio in accordance with the Partnership’s investment objectives, strategy and process set out in “Item 2.2.4 - Investment Objectives”, “Item 2.2.5 - Investment Strategies” and “Item 2.2.6 - Investment Process”.

The Partnership and WestUrban Developments have entered the ROFO Agreement pursuant to which WestUrban Developments has granted the WestUrban ROFO to the Partnership. All of the outstanding shares of WestUrban Developments are beneficially owned or controlled, directly or indirectly by Sean Roy and Terry Hoff. The Manager expects the Trust, through the Partnership, to derive substantial benefits from its close strategic relationship with WestUrban Developments. However, this strategic relationship also gives rise to certain conflicts of interest. See “Item 2.2.2 – WestUrban Developments”, “Item 2.2.7 – WestUrban ROFO” and “Item 2.1.6 – Conflicts of Interest”.

2.2.2. WestUrban Developments

Formed in 2010, WestUrban Developments has grown into one of Western Canada’s leading real estate development firms. With a strategic focus on purpose-built rental (PBR) housing, WestUrban Developments has successfully developed over 2,200 rental units across 15 communities in British Columbia, Alberta, and Manitoba. WestUrban Developments’ vertically integrated model—which includes land acquisition, design, construction, leasing, and asset management—ensures a high standard of quality, efficiency, and long-term value creation.

WestUrban Developments’ commitment to thoughtful urban design, sustainability, and community enrichment is evident in every project it undertakes. The company has completed 23 and sold 14 stabilized assets to institutional buyers and continues to expand its pipeline with a robust portfolio of active and future developments.

WestUrban Developments’ strong track record adds real value to the WestUrban ROFO granted to the Partnership, giving the Partnership priority access to a steady pipeline of high-quality, income-generating properties developed by a trusted team.

2.2.3. Overview of Target Real Estate Market

The Manager believes that multi-unit residential properties offer an attractive investment opportunity with the potential for stable yields, inflation protection and growth.

The Partnership may acquire properties anywhere in Canada, although it will focus on strong suburban markets located across Western Canada, and particularly in British Columbia.

The Manager believes that the Partnership’s strategic focus on Western Canada aligns with the following demographic and economic trends that favour sustained demand for rental housing.

Vacancy Rates – According to the Canada Mortgage and Housing Corporation (CMHC)¹, the national vacancy rate for purpose-built rental apartments was 2.2% in Fall 2024, remaining below the 10-year historical average of 2.7%. In British Columbia and Alberta, vacancy rates in key urban and suburban areas are even tighter, driven by rapid population growth and a persistent housing shortfall. For example, Victoria, BC recorded a vacancy rate of just 1.0%
Influence of Homeownership Costs on Rental Demand – Elevated mortgage rates and higher home prices have made homeownership increasingly unaffordable, particularly in Western Canada’s urban and suburban markets. This dynamic has strengthened the appeal of purpose-built rental housing, especially among younger households, new immigrants, and downsizing seniors. Despite the consecutive interest rate cuts by the Bank of Canada since June 2024, affordability challenges remain. Many renters are postponing homeownership indefinitely, reinforcing the long-term shift toward rentership.
Population Growth and Immigration – Western Canada continues to attract a large share of Canada’s net international and interprovincial migration. British Columbia, in particular, has experienced sustained population growth due to its diversified economy, quality of life, and renowned post-secondary institutions. This population influx, coupled with limited rental housing supply, creates an ongoing supply-demand imbalance that supports long-term rental rate growth and low vacancy.²
Canada's Real Estate Market as a Defensive Investment – In the context of global geopolitical uncertainties and domestic economic challenges, Canada's real estate market remains a resilient investment avenue. The combination of stable political governance, supportive immigration policies, and a robust financial system continues to attract investment, positioning Canadian real estate, particularly in Western regions, as a defensive hedge against broader market volatility.

¹ CMHC Fall 2024 Rental Market Report: https://www.cmhc-schl.gc.ca/professionals/housing-markets-data-and-research/market-reports/rental-market-reports-major-centres
² CMHC Rental Market Report January 2023 Edition: https://assets.cmhc-schl.gc.ca/sites/cmhc/professional/housing-markets-data-and-research/market-reports/rental-market-report/rental-market-report-2022-en.pdf

2.2.4. Investment Objectives

The investment objectives of the Trust are to: (a) provide Unitholders with stable and growing cash distributions from the Partnership’s investments in real estate properties primarily in Western Canada; and (b) maximize long-term Unit value through the ongoing management of the Partnership’s assets and through the future acquisition of additional multi-unit residential properties.

The Partnership will focus on acquiring, owning, and managing purpose-built rental properties and select commercial real estate assets that demonstrate strong fundamentals, stable cash flows, and long-term value appreciation. Additionally, the Partnership may allocate a limited portion of its capital to acquiring real estate development and construction projects and providing structured financing solutions, such as mezzanine debt and bridge financing, for real estate development and construction projects. To support liquidity management, the Partnership may also invest approximately 5% of the Gross Proceeds in liquid real estate-related securities, such as REITs, real estate ETFs, bonds, and GICs (the “Liquidity Pool”).

The Trust is targeting annual levered net returns of 9% to 13% over a five year holding period, inclusive of: (a) annual distribution (targeted at 4% to 6% of Trading NAV per Unit, paid quarterly commencing once the Trust has completed its first four full quarters of operations); and (b) capital appreciation (additional return based on growth in real estate value of the portfolio assets). However, such targeted returns are not guaranteed and are subject to performance assumptions and risk factors, which may cause actual results to vary materially.

Excess cash flow will be re-invested into the portfolio, utilized to pay down any financing on the properties and/or distributed to Investors. The return on an investment in the Units is not comparable to the return on an investment in fixed-income securities. Cash distributions are not guaranteed and are not fixed obligations of the Trust. See “Forward-Looking Statements” and “Item 10 - Risk Factors”.

2.2.5. Investment Strategies

The Partnership’s investment strategies are driven by a “buy and hold” philosophy of acquiring top quality purpose built rental properties located in thriving secondary markets and holding them for the long term.

Single Asset Class Focus. The Partnership will prioritize investments in newly built, stabilized multifamily rental properties with high occupancy rates, generally at or above 95%. It will also seek select commercial real estate assets in suburban growth markets and may invest a limited portion of its portfolio in real estate development and construction projects.

Strategic Market Selection. Whether acquiring assets from WestUrban Developments or from third parties, the Partnership will focus on acquiring assets in economically strong regions with sustainable employment drivers and favourable supply-demand dynamics to ensure long-term stability and growth potential. The Partnership focuses on Western Canadian markets – primarily British Columbia – which the Partnership believes offer an excellent combination of economic growth (such as expanding employment opportunities), demographic trends (such as population growth), and rental housing demand. This approach enables the Partnership to target markets with favourable long-term growth potential while mitigating risk.

Long-Term, Diversified Perspective. The Partnership’s investment approach is focused on the long-term, with an emphasis on sustainability and steady, predictable growth and holding high-quality assets through market cycles. In addition to acquiring properties pursuant to the WestUrban ROFO, the Partnership also intends to acquire, directly or indirectly, assets from third parties. The Partnership seeks to build a portfolio that provides consistent income and capital appreciation over time, while managing risk through diversified property holdings and geographic exposure.

Proactive & Professional Management. The Manager is committed to maintaining the value of the Partnership’s portfolio through proactive and professional management. While the properties are newly built and stabilized, continuous oversight and selective capital improvements help sustain long-term value. Once acquired, the Partnership will engage professional property managers to actively manage properties to enhance operational efficiency and tenant experience. Asset management strategies include proactive tenant engagement, thoughtful amenity programming, and data-driven optimization. Property managers will carefully select tenant profiles to deliver long-term stability and strong occupancy rates. By focusing on high-quality property operations, strategic leasing, and resident satisfaction, the Partnership enhances asset performance and minimizes turnover.

Utilizing Leverage to Enhance Returns. The Manager will cause the Partnership to utilize leverage to enhance returns and efficiently manage capital deployment. The target portfolio-level loan-to-value (LTV) ratio will generally be between 90-95%, with individual property-level LTVs generally targeting the low 90s, subject to market conditions and lender covenants. This structured approach to leverage aims to optimize investor returns while also balancing risk.

Over the next 5 years, the Manager intends to cause the Partnership to acquire assets (both from WestUrban Developments and from third parties) with an aggregate value of approximately $600 million. The Manager anticipates that the Partnership will need to raise $60 million to $75 million of equity capital in the coming years to support that growth strategy. See “Item 10 - Risk Factors – Risks Relating to the Fund and the Partnership – Financing”.

2.2.6. Investment Process

The Manager intends to use the Available Funds, the proceeds from periodic refinancing of its Properties, and positive cash flow to cause the Partnership to acquire, manage and operate the portfolio of Properties.

The Manager will be in frequent contact with WestUrban Developments with respect to its development pipeline and the properties that will become subject to the WestUrban ROFO.

In addition, the Manager will use its contacts in the real estate industry to identify and evaluate potential acquisitions from third parties.

When the Manager decides that an acquisition is a potential fit with the Partnership’s objectives, strategy and philosophy, the Manager will perform a thorough underwriting of the property. This process will make use of due diligence tools and sources of information, as appropriate, such as a building inspection report, a building valuation, an environmental assessment report (phase one and/or phase two), a fire prevention report, local market reviews and assessment, and possibly other tools and information. The Manager expects to obtain independent property, environmental and structural reports, even if not required by lenders.

2.2.7. WestUrban ROFO

Pursuant to the ROFO Agreement, the Partnership has a right of first offer (ROFO) on all residential or mixed use real properties in Western Canada that WestUrban Developments commences developing on or after May 29, 2025 (the “WestUrban ROFO”). This arrangement grants the Partnership the first opportunity to acquire completed, stabilized assets (generally meaning the property has achieved a consistent and sustainably occupancy rate at or above 95%) before they are marketed to third parties, providing the Partnership with a steady pipeline of institutional-grade investment properties to evaluate for potential purchase at attractive prices. The acquisition of these assets will be overseen by the Investment Committee, including its Independent member (whose affirmative vote is required for the acquisition to proceed), who will confirm (a) a strategic fit with the Partnership’s portfolio, (b) alignment with the Partnership’s investment criteria and (c) market pricing, including through the use of an independent third-party valuation process.

Nothing in the ROFO Agreement obligates WestUrban Developments to offer any of its properties for sale (only that if it does wish to sell a property, the Partnership will have a right to make an offer to purchase. Further, WestUrban Developments is not obligated to accept the Partnership's offer. See “Item 2.8.3 – ROFO Agreement”.

2.2.8. Dispositions

The Partnership anticipates holdings its properties for the long term. However, the Manager in its discretion and without Unitholder approval may cause the Partnership to sell a Property if there is an opportunity to sell it for a particularly attractive price and the Manager believes in its discretion that the associated capital could be more effectively deployed. This is an ongoing monitoring process, that includes considering economic, demographic and political trends.

2.2.9. Debt Financing

The Manager may in its discretion cause the Partnership to finance a part of the purchase price and the operating cost of any of the Properties it acquires. The Partnership may refinance any acquisition financing where more favourable financing becomes available from third party lenders such as banks, trust companies, mortgage syndicates or other providers of mortgage funding.

The Manager expects a mortgage loan and/or credit facility charging a single Property will generally be equal to 90-95% of the Fair Market Value of the Property, although occasionally higher leverage may be desired or assumed from third party sellers. The Partnership’s aggregate mortgage and/or credit facility amounts outstanding are not expected to exceed 95% of the Partnership’s gross asset value.

The Manager may also arrange for vendor take-back financing to facilitate the sale of Properties in some instances, provided that the aggregate value of vendor take-back financing outstanding is not expected to exceed 20% of the gross asset value of the Partnership.

The Manager may receive a Debt Financing Fee in consideration for arranging any debt, loan or other borrowing transaction for the Partnership. See “Item 2.1.6 – Conflicts of Interest” and “Item 10 - Risk Factors – Conflicts of Interest”.

2.2.10. Cash Flow Payments

The Manager will apply cash flow from the Partnership’s investments toward the Partnership’s and the Trust’s operating expenses, provision of reasonable reserves for working capital, maintenance, renovations and upgrades to Properties, and the payment of interest and annual principal payments on the mortgage loans and/or credit facilities in respect of the Properties, in addition to investor distributions.

2.2.11. Property Management

Unless the Manager assumes the responsibility, the Partnership will engage one or more licensed (where required) property management companies to provide management and or capital improvement services with respect to its Properties, in each case on terms negotiated by the Manager from time to time. The Manager, at its discretion, may contract with a party related to the Manager to provide such services. Fees paid to all property managers will be at industry standard management rates. See “Item 2.8.6 – Property Management Agreements”.

2.2.12. Competitors

The Canadian multi-family real estate market has numerous competitors, including individuals, real estate investment trusts, private and public investment companies, pension funds and insurance companies. The Partnership competes with these other investors, managers, and owners of properties in seeking tenants and for the purchase and management of desirable real estate properties in Canada. Some of the competitors' properties may be newer, better located or better capitalized than the Properties. Certain of these competitors may have greater financial and other resources and greater operating flexibility than the Partnership. The existence of competing managers and owners could have a material adverse effect on the ability to obtain tenants and could materially adversely affect revenues and the ability to meet the obligations of the Partnership.

2.3 Development of Business

The Trust and Partnership were formed pursuant to the laws of British Columbia on April 23, 2025 and April 25, 2025, respectively. The Trust and Partnership are in the start-up phase of development and have not carried out any commercial activities prior to the Offering.

Since the formation of the Trust and Partnership, the Manager has been engaged in activities in preparation for the Offering, which have included, among other things: putting in place a management team; engaging professional advisors; preparing this Offering Memorandum and the agreements discussed in this Offering Memorandum; and seeking to acquire the Target Properties described in “Item 2.3.1 – The Target Properties”.

2.3.1. The Target Properties

The Trust is conducting the Offering to acquire or otherwise invest in Properties located primarily in Western Canada. The Offering is a "blind pool" offering, provided that, as of the date of this Offering Memorandum, the Partnership is anticipating acquiring the Target Properties to form its initial portfolio.

Other than as set out in this “Item 2.3.1 – The Target Properties”, the specific Properties in which the Partnership will invest have not been identified as of the date of this Offering Memorandum. See “Item 10 - Risk Factors”.

For information concerning the Property investment strategy of the Trust, see “Item 2.2.5 – Investment Strategies”. See “Item 2 - Business of the Trust and Other Information and Transactions” for a description of the Trust and see “Item 1 - Use of Available Funds” for a description of the anticipated use of the proceeds of the Offering.

Appraisals

The Partnership intends to acquire each of the 854 S Hwy Property (Campbell River, B.C.), the 2221 Dalton Property (Campbell River, B.C.), and the 4114 Crosland Place Property (Duncan, B.C.) (collectively, the “Target Properties”).

These acquisitions will involve a conflict of interest as parties related to the Partnership and the Trust are also related to the entities selling the Target Properties.

In connection with the anticipated acquisitions, an Accredited Appraisal completed by an Independent Qualified Appraiser was obtained for each of the Target Properties. The anticipated purchase price for each of the Target Properties is based upon the values expressed in the Accredited Appraisals.

The following table sets out the Manager’s anticipated purchase price for each of the Target Properties, together with (a) the total project cost incurred by partnerships associated with WestUrban Developments to develop and

construct the project, (b) the current market value as determined by an Independent Qualified Appraiser in its Accredited Appraisal, and (c) the most recently assessed value as determined by BC Assessment:

	Development Cost	Appraisal Group Inc. Accredited Appraisal		Most Recent B.C. Assessment		Anticipated Purchase Price
Property		Effective Date	Appraised Value	Effective Date	Assessed Value
854 Island Hwy S. Campbell River	$21,941,239	October 4, 2025	$24,500,000	July 1, 2024	$23,293,000	$24,500,000
2221 Dalton Rd. Campbell River	$18,366,441	October 4, 2025	$21,900,000	July 1, 2024	$18,912,000	$21,900,000
4114 Crosland Pl. North Cowichan	$17,000,000	October 17, 2025	$20,900,000	July 1, 2024	$20,229,000	$20,900,000

The Partnership anticipates completing the acquisitions of all three of the Target Properties in the first quarter of 2026.

Due Diligence on the Target Properties

The Manager anticipates that pursuant to the acquisition agreements of each Target Property, the Investment Committee will have the right to conduct a title review and other customary due diligence on the respective Target Property.

Investment Analysis & Strategy for the Target Properties

The Target Properties will form the initial Properties within the Partnership's portfolio and will be operated as multi-family residential buildings.

Summary Information on the Target Properties as of October 31, 2025

	Property	Property	Property
Year Built	2024	2024	2019
Location	854 Island Hwy S. Campbell River, BC V9W 1A8	2221 Dalton Rd. Campbell River, BC V9W 1H7	4114 Crosland Pl. North Cowichan, BC V9L 0H4
Nature of the Interest	Leased Fee Interest	Leased Fee Interest	Leased Fee Interest
Encumbrances	$22,467,154 CMHC insured 1st mortgage from third party lender	$19,303,598 CMHC insured 1st mortgage loan from third party lender	$11,791,650 CMHC insured 1st mortgage loan from third party lender and $4,500,000 2nd mortgage from third party lender
Restriction on Sale or Disposition	N.A.	N.A.	N.A.
Environmental Liabilities, Hazards, or Contamination	N.A.	N.A.	N.A.
Tax Arrears	N.A.	N.A.	N.A.
No. of Units	70	60	64

	Property	Property	Property
Square Footage / Unit (Average)	680	754	740
Unit Type (# of Units)	11 studio units
21 one-bedroom units
29 two-bedroom units
9 three-bedroom units	25 one-bedroom units
35 two-bedroom units	34 one-bedroom units
30 two-bedroom units
Rental/Occupancy Rate	100%	98.3%	100%
Costs of Utilities	3% of Effective Gross Income	3% of Effective Gross Income	3.2% of Effective Gross Income
Rental Price/Unit (Average)	$1,530 / studio
$1,774 / one bedroom
$2,093 / two bedroom
$2,593 / three bedroom	$1,759 / one bedroom
$2,162 / two bedroom	$1,592 / one bedroom
$1,836 / two bedroom
No. of Parking Spaces	98	81	85

There are no legal proceedings, or legal proceedings that the Manager knows to be contemplated, relating to the Target Properties. The Partnership’s interest in the Target Properties (and any additional Properties acquired) will be registered in the name of the Nominee and evidenced in the appropriate land title registry of the local jurisdiction in which the Property is located, which in British Columbia is the Land Title & Survey Authority and Land Owner Transparency Registry.

Purchaser’s Interest in Real Property

The Partnership evaluates acquisitions of real property from time to time and may acquire additional Properties. However, other than the Target Properties, additional Properties for acquisition have not been identified as of the date of this Offering Memorandum.

Approvals & Costs and Objectives

The Target Properties are all recently-completed projects and therefore there are no developments relating to them.

Locations of Target Properties

The City of Campbell River is a coastal city situated on the east coast of Vancouver Island at the south end of Discovery Passage. The city is located approximately 230 kilometres northwest of Vancouver and 265 kilometres north of the Capital City of Victoria. The city is the largest urban centre within the Strathcona Regional District whose members include five member municipalities and four electoral areas. Primary access to Campbell River is via Highway 19 and coastal Highway 19A providing connections to Courtenay, Nanaimo, and Victoria. A 10-minute ferry service links Campbell River and Quadra Island. The Campbell River Airport provides regularly scheduled service to the Vancouver International Airport with the Campbell River Harbour seaplane base providing service to West Coast Communities. Intercity bus service is provided by Greyhound Canada with local bus service offered by the Campbell River Transit System.

Employment in Campbell River is supported by a diverse and growing economy, with major industries including forestry, aquaculture, tourism, construction, and health care. The city has seen a shift toward a broader service-based economy, while still maintaining its roots in natural resource sectors. Campbell River serves as a regional employment hub, drawing workers from surrounding communities and offering a range of opportunities in both skilled trades and professional services. Major employers include the City of Campbell River, Island Health, School District 72, and various private sector companies in marine services and construction. The community’s

strategic coastal location and growing infrastructure support ongoing job growth and economic development.

The City of Nanaimo is located on the east coast of Vancouver Island approximately 110 kilometres northeast of Victoria and 55 kilometres west of Vancouver. The city is naturally bounded by the Strait of Georgia to the east and mountainous terrain to the west. Nanaimo is the second largest urban centre on Vancouver Island and a member of the Nanaimo Regional District whose members include the City of Parksville, District of Lantzville, Town of Qualicum Beach and eight electoral areas. The Trans-Canada Highway and Provincial highways 19 and 19A provide access to Courtenay and Campbell River to the north and Duncan and Victoria to the south. The city features three BC Ferries terminals as well as three airports providing service to BC's mainland and surrounding islands. Local transit service is provided by BC Transit.

Employment in Nanaimo is supported by a dynamic and expanding economy, with major industries including health care, education, retail, construction, and professional services. The city has evolved into a regional economic center for Central Vancouver Island, offering a balance of traditional industries and a growing service and knowledge-based sector. Nanaimo attracts workers from surrounding communities, supported by a diverse range of job opportunities in sectors such as technology, public administration, and transportation. Major employers include Island Health, Vancouver Island University, the City of Nanaimo, and private sector leaders in retail, construction, and marine transportation. The city's central location, expanding infrastructure, and strong transportation links continue to drive employment growth and support long-term economic development.

2.4 Long-Term Objectives

The Manager (on behalf of the Trust and the Partnership) has a long-term strategy focused on portfolio growth, asset optimization, and investor engagement. Following the first 12 months after the date of this Offering Memorandum, the Manager aims to execute its investment strategy through a disciplined acquisition and capital management approach.

A key objective will be the acquisition of additional stabilized assets from WestUrban Developments, including through the WestUrban ROFO. As WestUrban Developments completes and begins to stabilize new properties, the Manager may evaluate these assets for potential acquisition by the Partnership. Acquisition costs will be funded through available cash flow, financing, and periodic refinancing of existing Properties. Transaction-related costs, including legal fees, due diligence expenses, and financing charges will vary based on the size and complexity of each acquisition.

In addition to acquiring Properties from WestUrban Developments' pipeline, the Manager plans to cause the Partnership to expand into third-party acquisitions to further diversify its portfolio. In 36 to 48 months, the Manager will seek opportunities to acquire stabilized, income-generating Properties from third-party vendors. This process will involve identifying off-market and market-listed opportunities, conducting thorough due diligence, and negotiating transactions that align with the Partnership's investment criteria. The acquisition costs, financing fees, and transaction-related expenses will be similar to those incurred in connection with the acquisition of Properties from WestUrban Developments.

The Manager will also maintain and refine its leasing strategies to maintain high occupancy rates and maximize rental income. This will involve typical leasing costs that are expected to be incurred at the Property-level.

Periodic refinancing of Properties will be pursued to optimize the capital structure and free up equity for future acquisitions. These initiatives will be an ongoing part of the Manager's asset management strategy, with regular evaluations conducted periodically. While there are no specific upfront costs beyond standard operating and capital expenditures, these improvements will contribute to long-term revenue growth and value appreciation.

Another long-term objective is opportunistic value capture, where the Manager will actively assess the Partnership's portfolio to identify Properties that have reached peak value potential or present opportunities for

strategic divestment. By selectively selling Properties at optimal market conditions, the Manager can maximize value realization and redeploy capital into higher-growth opportunities. This process will involve engaging Independent Qualified Appraisers and third-party brokers to ensure that transactions are executed at market value. The first asset sales under this strategy are expected no sooner than 60 months following the date of this Offering Memorandum, depending on portfolio performance and broader market conditions. While transaction costs such as brokerage fees and legal expenses will be incurred, these costs are expected to be outweighed by the financial gains from well-timed dispositions.

Finally, the Manager will seek to strengthen investor participation to support long-term growth and scalability. Over the next 24 to 48 months, the Manager plans to engage with institutional investors through targeted outreach efforts, investor roadshows, and the development of structured investment frameworks that align with institutional capital requirements. This may involve adjustments to governance or reporting standards to meet institutional investor expectations. The anticipated costs associated with this initiative include marketing, investor relations efforts, and administrative expenses related to investor onboarding and compliance.

No particular costs are attributable to the achievement of the foregoing objectives. If any of the above-listed events do not occur and it results in the Manager's long-term objectives not being met, the value of a Unitholder's investment in the Trust may be adversely affected. See "Item 10 - Risk Factors".

2.5 Short-Term Objectives

During the first 12 months after the date of this Offering Memorandum, the Manager's key objectives on behalf of the Trust and the Partnership are as follows:

Actions to be taken	Target completion date or, if not known, number of months to complete	Cost to Complete(4)
Raise equity proceeds under the Offering to fund the acquisition of the Target Properties (1)	First quarter of 2026	$500,000
Acquire the Target Properties (2)	First quarter of 2026	$15 million ($5 million/Target Property)
Acquire additional Properties (3)	Ongoing	$5 million / Property

Notes:

(1) Includes all legal, consulting and audit fees, costs and expenses associated with the Offering and organizing the Trust and the Partnership. All such fees, costs and expenses have been and will be funded by WestUrban Capital Management, subject to reimbursement following completion of the initial Closing. Such costs and expenses will be ultimately borne by the Partnership pursuant to the terms of the Management Services Agreement. See "Item 1.1 - Funds".

(2) The anticipated aggregate acquisition cost of the three Target Properties is $66,800,000. The Manager anticipates that approximately $15 million will be funded by equity raised pursuant to the Offering, with the balance funded by debt.

(3) The Manager anticipates that approximately $5 million of each Property will be funded by equity raised pursuant to the Offering, with the balance funded by debt. The time and cost required to achieve this objective cannot be confirmed until the Manager identifies suitable Properties to acquire. The Offering is a "blind pool" offering. Other than as set out in this "Item 2.3.1 - The Target Properties", the specific Properties that the Partnership will seek to acquire have not been identified as of the date of this Offering Memorandum. See "Item 10 - Risk Factors".

(4) Figures used are estimates only. The actual figures may be materially greater. While the Manager believes the estimates are reasonable as at the date of this Offering Memorandum, numerous factors may impact the actual cost, including those factors discussed under "Item 10 - Risk Factors".

If any of the above-listed events do not occur and it results in the Manager's long-term objectives not being met, the value of a Unitholder's investment in the Trust may be adversely affected. See "Item 10 - Risk Factors".

2.6 Insufficient Funds

The proceeds of the Offering may not be sufficient to accomplish all of the Manager’s objectives and there is no assurance that alternative financing will be available. See “Item 10 - Risk Factors”.

2.7 Additional Disclosure for Issuers Without Significant Revenue

The Trust and the Partnership are in a start-up phase and have not generated any revenue from operations since inception. During the period from inception of the Partnership to November 30, 2025, the Trust and the Partnership’s general and administrative expenses were $0.

2.8 Material Contracts

The following is a summary of each material agreement with respect to the business of the Trust, which are available on request at the offices of the Manager at 210-737 Yates Street, Victoria, BC, V8W 1L6, Tel: (250) 490-6412, Attention: Investor Relations Manager or by e-mail at [email protected].

2.8.1. Declaration of Trust

The Trust is an open-ended unincorporated limited purpose trust governed by the laws of British Columbia and created by the Declaration of Trust. It is intended that at all times the Trust will qualify as a “mutual fund trust”. See “Item 8.1 – Income Tax Consequences Relating to the Trust”.

The Declaration of Trust contains the terms and conditions governing the relationship among the Trustee, as trustee, the Manager, as manager, and the Unitholders, as beneficiaries of the Trust.

The following is a summary of certain provisions of the Declaration of Trust. The summary does not purport to be complete and is subject to the more detailed provisions of the Declaration of Trust. Prospective subscribers should review the complete text of the Declaration of Trust, a copy of which is available from the Manager.

Purpose of the Trust

The Trust’s investment objective is to provide investors with capital preservation, stable, tax efficient income distributions and long-term capital appreciation, primarily through the acquisition and management of high-quality new generation purpose built rental real estate assets located in Western Canada. The Trust seeks to achieve its investment objective by investing all of its investable assets to directly acquire and hold Class A LP Units and Class F LP Units of the Partnership, which shares its investment objective. The Trust will not invest in assets that would have the effect of disqualifying the Trust as a qualified investment for Deferred Plans.

Trustee and Duties of Trustee

The Trustee, subject only to the specific limitations contained in the Declaration of Trust, has full, absolute, and exclusive power, control and authority over the assets of the Trust and over the business and affairs of the Trust to the same extent as if the Trustee was the sole owner thereof in its own right, to do all such acts and things as in its sole judgment and discretion are necessary or incidental to, or desirable for, the carrying out of any of the purposes of the Trust or the conducting of the business of the Trust.

Except as specifically required by any law or by the express provisions of the Declaration of Trust, the Trustee has delegated to the Manager all of the rights, duties, powers, discretions, authorities, obligations and responsibilities imposed or conferred upon the Trustee under the Declaration of Trust.

The Trustee will exercise the powers and discharge the duties of its office honestly and in good faith and in connection therewith will exercise the degree of care, diligence and skill that a reasonably prudent Canadian trust company would exercise in comparable circumstances. Subject to the foregoing, the Trustee in its capacity as trustee will not be required to devote its full time and attention to the affairs of the Trust but need only devote such time as it may deem appropriate or necessary to discharge its duties under the Declaration of Trust in a responsible manner.

Trust Expenses and Trustee Fees

Except as otherwise provided under the Declaration of Trust or as set forth in this Offering Memorandum, all expenses of the Trustee will be paid from the Trust.

The Manager on behalf of the Trust will pay to the Trustee the annual Trustee Fee, and will pay or reimburse the Trustee, upon its request, for all reasonable expenses and disbursements incurred or made by the Trustee in the administration of its services and duties created under the Declaration of Trust (including the reasonable fees and disbursements of its counsel and all other advisers, experts and assistants not regularly in its employ). Any amount due pursuant to the Declaration of Trust and unpaid 30 days after request for such payment, will bear interest from the expiration of such 30 days at a rate per annum equal to the then current rate charged by the Trustee from time to time, payable on demand. All amounts so payable and the interest thereon will be payable out of any assets of the Trust in the possession of the Trustee in priority to amounts owing to any and all other parties. All amounts paid directly out of Trust assets or by the Manager will be reimbursed by the Partnership pursuant to the terms of the Management Services Agreement.

Duties of the Manager

As manager of the Trust, the Manager reserves and retains the exclusive power to manage and direct the investment of the assets of the Trust and the powers necessary to perform its duties as set forth in the Declaration of Trust. The Trustee delegates to the Manager such of the rights, duties, powers, discretions, authorities, obligations and responsibilities imposed or conferred upon the Trustee under the Declaration of Trust. The Manager has the full power and authority, exercisable in its discretion, to appoint third parties (including any of its affiliates) and can delegate any or all of its responsibilities, powers, discretions and authorities to such third parties. The Manager will be responsible for managing the business and administration of the Trust pursuant to the terms of the Declaration of Trust. The Trustee has no responsibility for investment management of the securities or other properties of the Trust or for any investment decisions except for carrying out the instructions given to it pursuant to the Declaration of Trust.

In addition to any other rights and duties contained in the Declaration of Trust, the Manager has the following duties:

(a) subject to the purpose of the Trust, determine the Trust’s investment policies, objectives, and restrictions as set out in this Offering Memorandum;

(b) place orders for the purchase and sale of portfolio securities, including Class A LP Units of the Partnership;

(d) appoint bankers and establishing banking procedures to be implemented by the Trustee (with the Trustee’s control in certain circumstances set out in the Declaration of Trust);

(e) provide services in respect of the Trust’s daily operations, including processing subscriptions and providing related services;

(f) provide all other administrative and other services and facilities required by the Trust in relation to the Unitholders and be responsible for all aspects of the Trust’s relationship with Unitholders, including meetings, communications, registry and transfer agency services, dividend and distribution crediting services (with the ability to delegate);

(g) enter into contracts, including in connection with subscription for Class A LP Units;

(h) establish written policies and procedures for each Conflict of Interest Matter that it identifies and refer such policies and procedures to the Investment Committee for its review and input;

(i) authorize and pay expenses incurred on behalf of the Trust, and designate such expenses as Series Expenses and common expenses in its discretion;

(j) maintain the accounting records of the Trust;

(k) appoint the Fund Administrator;

(l) accept or reject Unit subscriptions and redemptions in accordance with the Declaration of Trust;

(m) prescribe any minimum initial and/or subsequent subscription amounts and minimum aggregate Trading NAV balances of the Trust, and related procedures;

(n) enter into arrangements regarding the distribution, sale, and marketing of Units, including fees and commissions;

(o) receive subscription funds and documentation for Units, approve or reject subscriptions, and submit directions for Unit issuance;

(p) make and/or reinvest distributions and authorize issuance of such additional Units and authorize consolidation of Units outstanding after such a distribution;

(q) prepare, certify, execute and file with the appropriate authorities, all such documents as may be necessary in connection with the Trust, including reports of private placements as prescribed by applicable laws and Form T2217 under the Tax Act, and any other applicable disclosure documents, and prepare, certify, execute and file all other taxation returns, filings and report sin respect of the Trust or which the Trust is obliged to prepare and provide to Unitholders;

(r) review and approve the valuation of the Trust’s assets and, from time to time, consider the appropriateness of the valuation policies adopted by the Trust;

(s) possess and exercise all rights, powers and privileges pertaining to the ownership of any Class A LP Units or other securities comprising the Trust Property, and to vote or give any consent, request or notice, or waive any notice for meetings or actions generally or for any particular meeting or action;

(t) consent to or participate in or dissent from, the reorganization, consolidation, amalgamation or merger of any corporation, company, trust or association, or to the sale, mortgage, pledge or lease of the property of any corporation, company, trust or association, any of the securities held by the Trust, including the Class A LP Units;

(u) waive any defaults of any security or other Trust Property or enforce rights in respect of such default, and exercising legal remedies in respect of any such security or guarantee pertaining thereto;

(v) manage legal proceedings in connection with the Trust or Trust Property and to represent the Trust in any such suits or legal proceedings (subject to indemnification);

(w) borrow (including from itself or any of its affiliates with the consent of the Investment Committee) money or incur obligations and liabilities to support Trust operations (including from affiliates, with Investment Committee consent);

(x) provide the Trustee with a Certificate of Compliance and register of Unitholders annually or on demand; and

(y) perform all other duties necessary to manage the Trust and carry out its purposes.

Distributions

The Manager will have the discretion to determine whether and on which series of Units distributions will be paid, and the record dates for the purposes of determining which Unitholders are entitled to receive distributions.

The Manager on behalf of the Trust will establish the procedures for paying cash distributions and issuing additional Units pursuant to the DRIP to Unitholders. The Manager will review the Trust’s ability to pay cash distributions from time to time, with regards to statutory requirements, the Trust’s financial position, financing requirements for growth, cash flow, and other factors. Cash distributions and the issuance of additional Units pursuant to the DRIP are paid subject to applicable law, if, and when declared by the Manager.

As of the date of this Offering Memorandum, the Trust has not paid any distributions in cash to Unitholders, nor has the Trust issued additional Units to Unitholders pursuant to the DRIP.

See “Item 5.8.2 – Distributions to Unitholders” and “Item 5.8.4 – Distribution Reinvestment Plan”.

Unit Redemptions (Cash and Units)

The terms of the Units include redemption rights. See “Item 5.4 – Redemption of Units”.

Transfer of Units

Subject to the terms of the Declaration of Trust, a Unitholder will be entitled to transfer all or, subject to any minimum investment requirements prescribed by the Manager and set forth in this Offering Memorandum, any part of the Units registered in their name at any time by giving an irrevocable written notice to the Manager, with the prescribed information under the Declaration of Trust, and providing satisfactory evidence to the Manager that the proposed transferee is a resident Canadian and that such transfer is not subject to or is exempt from the prospectus requirements of applicable securities legislation. No fee or other charge will be deducted by the Manager, the Trustee, in its capacity as such, or the Trust in respect of a transfer of Units; provided that any record keeper of the Trust may charge a fee to the transferor or the transferee to effect any transfer of Units.

Pre-emptive Rights of Units

There are no pre-emptive rights attaching to the Units.

Meetings of Unitholders

At least 21 days’ notice specifying the place, day and hour of the meeting and the general nature of the business to be transacted will be given prior to any meeting of the Unitholders. Unitholders holding in the aggregate not less than 50% of the votes entitled to be voted at a meeting of Unitholders are entitled to requisition a meeting of Unitholders by complying with the procedures in the Declaration of Trust.

Quorum

At any meeting, Unitholders present in person or by proxy and representing 10% of the Units (or of that series) for the time being outstanding will constitute a quorum for the transaction of business.

Voting Rights of Unitholders

Only Unitholders of record will be entitled to vote, and each Unit will entitle the holder or holders of that Unit on a poll vote at any meeting of Unitholders to the voting rights set out in the Declaration of Trust.

Voting of Class A LP Units Held by the Trust

The Class A LP Units held from time to time by the Trust as part of the Trust Property may be voted by the manager on behalf of the Trust at any and all meetings of unitholders of the Partnership, at which the holders of such Class A LP Units are entitled to vote in such manner as the Manager, in its discretion, considers to be in the best interests of the Unitholders. Notwithstanding the aforesaid and the specific duties of the Manager, the Manager does not have the power to effect, authorize or vote the Class A LP Units held by the Trust to effect or authorize any material amendment to the registration of the Partnership or the Partnership Agreement requiring the consent of limited partners at law or pursuant to the terms of the Partnership Agreement (and will instead seek approval of Unitholders by ordinary resolution at a meeting of Unitholders called for that purpose or adopted in writing).

Removal of Trustee

The Trustee may be removed by the Manager at any time by notice to the Trustee not less than 60 days prior to the date that such removal is to take effect provided a successor trustee is appointed or the Trust is terminated in accordance with the Declaration of Trust.

Limitation on Non-Resident Ownership

In order for the Trust to maintain its status as a “mutual fund trust” under the Tax Act, at no time may non-residents of Canada and/or partnerships that are not Canadian partnerships within the meaning of the Tax Act be the beneficial owners of a majority of the Units (on a number of Units or on a Fair Market Value basis). The Manager may require declarations as to the jurisdictions in which a beneficial owner of Units is resident and, if a partnership, its status as a Canadian partnership. If the Manager determines that more than 40% of the Units (on a number of Units or on a Fair Market Value basis) are beneficially held by Non-residents, or that such a situation is imminent, the Manager may send a notice to such Non-resident Unitholders, chosen in inverse order to the order of acquisition or in such manner as the Manager may consider equitable and practicable, requiring them to dispose of their Units or a portion thereof within a specified period of not less than 30 days. If the Unitholders receiving such notice have not disposed of the specified number of Units or provided the Manager with satisfactory evidence that they are not Non-residents within such period, the Manager may, on behalf of such Unitholders, redeem such Units at the Series Trading NAV per Unit (plus any allocated but undistributed income and realized capital gains and less any permitted fees and expenses) and, in the interim, will suspend the voting and distribution rights attached to such Units. Upon such redemption, the affected holders will cease to be beneficial holders of Units, and their rights will be limited to receiving the net proceeds of redemption of such Units.

Amendments to the Declaration of Trust

The Declaration of Trust may be amended by the Manager with respect to certain enumerated items, including amendments necessary in order for the Trust to continue to qualify as a “mutual fund trust” and a “unit trust” for the purposes of the Tax Act or to respond to amendments to the Tax Act or those that are not a material change which adversely affects the pecuniary value of the interest of any Unitholder.

All other amendments may be with the consent of at least 50.1% of the votes cast at a meeting of Unitholders duly called for that purpose, or by a signed written resolution of holders of 50.1% of the outstanding Units.

No amendments can be made to the Declaration of Trust that would affect the rights, powers and duties of the Trustee, unless the Trustee, in its discretion, consents.

Termination

The Manager may at any time terminate and dissolve the Trust, by providing at least 90 days written notice to the Trustee and each Unitholder, following which the right of Unitholders to require payment for all or any of their Units will be suspended and the Manager will sell and convert into money all Trust Property in one transaction or in a series of transactions and do all other acts appropriate to liquidate the Trust, all in accordance with the Declaration of Trust. The Trust will terminate when all of the Trust Property have been sold or otherwise disposed of and all other known debts, liabilities and obligations of the Trust have been paid, retired, discharged or provided for.

2.8.2. Partnership Agreement

The Partnership Agreement contains the terms and conditions governing the relationship between the General Partner and Limited Partners of the Partnership, including the Trust (as a Limited Partner).

All of the outstanding shares of the General Partner are beneficially owned or controlled, directly or indirectly by Sean Roy and Terry Hoff. For information with respect to the management of the General Partner, see “Item 2.1.5 –Management of the Partnership – General Partner”.

The following is a summary of certain provisions of the Partnership Agreement. The summary does not purport to be complete and is subject to the more detailed provisions of the Partnership Agreement. Prospective subscribers should review the complete text of the Partnership Agreement, a copy of which is available on request of the Manager.

Partnership Business

The Partnership Business is to acquire, manage and hold direct or indirect interests in the Properties, hold short-term and liquid investments as provided in the Partnership Agreement for the purposes of paying expenses and liabilities of the Partnership, redeeming LP Units and making distributions to the Partners, and undertaking such other activities or taking such other actions to conduct the Partnership Business as may be authorized by the General Partner and consistent with the terms of the Partnership Agreement.

LP Units

The interests of Limited Partners will initially be divided into three Classes of LP Units in the Partnership, designated as the Class A LP Units, the Class B LP Units and the Class C LP Units, each representing a share of the aggregate interests of the Limited Partners as determined pursuant to the Partnership Agreement. The General Partner will have the power to create and establish additional Classes and series of LP Units without notice to, or the consent of any Partner.

Each Class of LP Units will have attached thereto the same rights and obligations as, and will rank equally, with, all the other Classes of LP Units with respect to distributions, allocations, redemptions and voting, save and except that:

Except for the one initial Class A LP Unit issued to the Initial Limited Partner, the Class A LP Units and Class F LP Units are reserved exclusively for investment by the Trust. The Class B LP Units are reserved exclusively for investment by institutional investors and other accredited investors who meet minimum subscription sizes and other conditions determined by the General Partner from time to time. The Class C LP Units are reserved exclusively to the Promote Partner and will be non-voting and non-redeemable.

Duties of the General Partner

The General Partner has:

(a) unlimited liability for the debts, liabilities and obligations of the Partnership;

(b) subject to the terms of the Partnership Agreement, and to any applicable limitations set forth in the Partnership Act, the full and exclusive right, power and authority, and the duty, to manage, control, administer and operate the Partnership and the Partnership Business, to make decisions regarding the Partnership and the Partnership Business and to do or cause to be done any and all acts necessary, appropriate or incidental to the Partnership Business; and

(c) subject to the terms of the Partnership Agreement, the full and exclusive right, power and authority and duty to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or other document which the General Partner may, in its discretion, determine appropriate, necessary or advisable for or incidental to the Partnership or carrying out the Partnership Business.

Any action taken by the General Partner on behalf of the Partnership in accordance with the Partnership Agreement is deemed to be the act of the Partnership and binds the Partnership. No Persons dealing with the Partnership will be required to inquire into the authority of the General Partner or to take any action, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership.

Determination of Trading NAV

The Trading NAV of the Partnership will be determined by the Manager as provided herein at the close of business on each Valuation Date, unless the General Partner has declared a suspension in accordance with the Partnership Agreement. The "Trading NAV" of the Partnership as of any date will mean the value of all assets of the Partnership, less all liabilities of the Partnership of every kind and nature, as at such time, subject to adjustment in accordance with the Valuation Policy.

The assets of the Partnership will be deemed to include:

(a) all cash on hand or on deposit including any accrued interest or accrued dividends;

(b) all bills, demand notes and accounts receivable;

(d) all stock and cash dividends and cash distributions to be received by the Partnership and not yet

received by it but declared to securityholders of record on a date on or before that time;

(e) all interest accrued on any interest-bearing securities owned by the Partnership (except interest accrued on securities in default which is included in the quoted price);
(f) all Properties;
(g) all contractual rights to the receipt of money or property; and
(h) all other property of every kind and nature, including prepaid expenses.

The liabilities of the Partnership will be deemed to include:

(a) all bills, notes (including LP Notes) and accounts payable;
(b) all fees and expenses incurred or payable by the Partnership;
(c) all contractual obligations for the payment of money or property, including the amount of any unpaid distribution credited to the Limited Partners of record on the day before the day as of which the Trading NAV per Unit is being determined;
(d) all allowances authorized or approved by or under the authority of the General Partner for taxes (if any) or contingencies; and
(e) all other liabilities of the Partnership of whatsoever kind and nature, except liabilities represented by outstanding Units and the balance of any undistributed income or capital gains.

Each transaction of purchase or sale of a portfolio asset effected by the Partnership will be reflected in the next calculation of the Trading NAV of the Partnership made after such transaction becomes binding.

In determining the Trading NAV of the Partnership as at any particular time, the General Partner will apply the valuation principles set forth in the Valuation Policy.

Distributions

The General Partner intends to make distributions of Distributable Cash to each Limited Partner, including the Trust in its capacity as holder of Class A LP Units and Class F LP Units, in accordance with the number and Class of LP Units it holds, for each Distribution Period to the extent available. If the calculation of Distributable Cash in respect of a Limited Partner is less than zero, then the General Partner will not make any distribution to such Limited Partner.

Distributions of Distributable Cash on each Distribution Date during a Fiscal Year will be made in the following order of priority:

(a) first, as to 0.001%, to the General Partner;
(b) second, to the Promote Partner, an amount equal to the Carry Allocation, if any; and
(c) third, as to the remainder, allocated among each Class of LP Units (other than the Class C LP Units) based on the relative Class Trading NAV of each such Class at the end of prior Fiscal Year (without giving effect to any allocation or accrual to the Carry Allocation) and then made to the Limited Partners of each such Class pro rata based on the number of such LP Units held.

The Partnership will establish a practice of paying cash distributions and issuing additional LP Units pursuant to the DRIP to Limited Partners. The General Partner on behalf of the Partnership reviews the Partnership’s ability to pay cash distributions and issue additional LP Units pursuant to the DRIP to Limited Partners, from time to time, with regards to the DRIP adopted by the Manager on behalf of the Trust, statutory requirements, the Partnership’s financial position, financing requirements for growth, cash flow, and other factors. Cash distributions and the issuance of additional LP Units pursuant to the DRIP are paid subject to applicable law, if, and when declared by the board of directors of the General Partner.

If, on a Distribution Date, the Partnership does not have cash in an amount sufficient to pay the cash distribution to be made on such Distribution Date, the General Partner may, in its discretion, borrow sufficient funds from third parties, including an Entity Related to the General Partner, on such terms as it deems appropriate to permit such distribution to be made in cash. In the event that the General Partner is unable to, or determines that it is not in the best interests of the Partnership to borrow funds in order to make the cash distribution, the distribution payable to the Partners on such Distribution Date may, at the option of the General Partner include a distribution of additional LP Units having a value equal to the cash shortfall, in which case the amount of Distributable Cash to be distributed on the Distribution Date will be reduced by the amount of the cash shortfall, all in accordance with the Partnership Agreement.

Carry Allocation

The Partnership will, during the term of the Partnership, distribute to the Promote Partner in respect of each Class of LP Units (other than Class C LP Units), an amount to be calculated on a quarterly basis equal to the Carry Allocation. The Carry Allocation payable by the Trust in respect of its Class A LP Units is equal to 20% of the Total Returns of the Class A LP Units (calculated in accordance with the Partnership Agreement) above the Hurdle Rate for such Fiscal Year, if any. The Carry Allocation payable by the Trust in respect of its Class F LP Units is equal to 15% of the Total Returns of the Class F LP Units (calculated in accordance with the Partnership Agreement) above the Hurdle Rate for such Fiscal Year, if any. Unless otherwise agreed by the General Partner, the Carry Allocation will be paid annually, within 60 days of the end of each Fiscal Year and such distributions will be satisfied in cash or such Class of LP Units, as elected by the Promote Partner.

Expenses of the General Partner

The General Partner will be reimbursed by the Partnership for all costs, outlays, disbursements and expenditures actually paid or incurred by it in the performance of duties hereunder, including costs directly incurred for the benefit of the Partnership and such portion of its office overhead and general and administrative expenses (including the cost of salary, wages, payroll taxes, insurance and other benefits of employees of the General Partner) reasonably allocable to the services rendered by it under the Partnership Agreement, but the General Partner will not be entitled to any fee for the performance of such duties. Notwithstanding the foregoing, the Partnership will be responsible for the payment of any and all fees and expenses payable to the Manager under the Management Agreement and the Property Management Fee and expenses of each property manager under each property management agreement.

Consents Without Meeting

All powers exercisable by a meeting of the Limited Partners by resolution may also be exercised at any time in writing by Limited Partners representing 50.1% of all the LP Units outstanding.

Resolutions Binding

The Limited Partners will have only the powers set forth in the Partnership Agreement and any additional powers provided by applicable law. Subject to the foregoing, any resolution passed in accordance with the Partnership Agreement will be binding on all the Partners and their respective heirs, executors, administrators, successors and assigns, whether or not any such Partner was present in person or voted against any resolution so passed.

Powers Exercisable at a Meeting of Limited Partners

The following amendments to the Partnership Agreement may only be made with the consent of at least 50.1% of the votes cast at a meeting of Limited Partners duly called for that purpose:

(a) amendments to the Partnership Business and the investment restrictions set out in the Partnership Agreement;

(b) subject to certain amendments which may be made by the General Partner set out in the Partnership Agreement, amending the Partnership Agreement;

(d) appointing a successor General Partner in anticipation of the insolvency, bankruptcy or dissolution of a departing General Partner; or

(e) extending the Partnership’s investment activities beyond the Partnership Business.

Removal of General Partner

The General Partner may not be removed as general partner of the Partnership. However, the General Partner will be deemed to resign as the general partner of the Partnership in the event of the bankruptcy, insolvency, dissolution, liquidation or winding up of the General Partner (or the commencement of any act or proceeding in connection therewith which is not contested in good faith by the General Partner); the appointment of a trustee, receiver or receiver manager of the affairs of the General Partner; a mortgagee or other encumbrancer taking possession of all or a substantial portion of the property or assets beneficially owned by the General Partner; levy or execution or any similar process being levied or enforced against all or substantially all of its assets; or the General Partner selling all or substantially all of its assets. The General Partner will immediately advise Limited Partners by written notice of the occurrence of any event referred to herein. The shareholder or general partner of the departing general partner will be entitled to appoint the successor general partner upon a deemed resignation.

All amounts payable to the General Partner to the date of termination will be paid.

The Unitholders will have limited ability to effect or influence the removal of the General Partner. Further, Unitholders have no rights to appoint or remove any director of the General Partner or the Manager. See “Item 10 - Risk Factors – Removal of the General Partner”.

Voluntary Resignation of General Partner

The General Partner may not tender its resignation if the effect of such resignation will be to cause the dissolution of the Partnership. The shareholder or general partner of the departing General Partner may, upon the voluntary resignation of the departing General Partner, appoint the successor general partner.

Transfer of General Partner Interest

The General Partner may transfer all, but not less than all, of its general partner interest in the Partnership without the approval of the Limited Partners:

(a) in connection with the General Partner’s merger or amalgamation with or into another entity; or
(b) to the purchaser of all or substantially all of its assets;

in all cases provided that such transferee assumes the rights and duties of the General Partner and agrees to be bound by the provisions of the Partnership Agreement, as general partner.

Transfer to New General Partner

On the admission of a new general partner to the Partnership on the resignation or removal of the General Partner, the resigning or retiring General Partner will do all things and take all steps to effectively transfer title to all Partnership assets held in the name of the departing General Partner to such successor general partner to be held for the benefit of the Partnership and will execute and deliver all deeds, certificates, declarations and other documents necessary or desirable to effect such transfer in a timely fashion. In addition, the departing General Partner will, will do all things and take all steps to transfer the administration, management, control and operation of the Partnership and the Partnership Business and the departing General Partner’s interest in the Partnership and the books, records and accounts of the Partnership to the successor general partner and will execute and deliver all deeds, certificates, declarations and other documents necessary or desirable to effect such transfer in a timely fashion. The departing General Partner will also file all amendments to the Certificate of Limited Partnership or other instruments necessary to record the admission of the successor general partner or qualify or continue the Partnership as a limited partnership.

On the resignation or removal of the General Partner, the Partnership will release and hold harmless the departing General Partner from all actions, claims costs, demands, losses, damages and expenses with respect to events which occur in relation to the Partnership after the effective time of such removal, resignation or deemed resignation, to the extent that such events do not relate to the period when the departing General Partner was the general partner of the Partnership.

Side Letters

The Partnership and/or the General Partner may enter into, perform, amend, modify, waive or terminate side letters and similar written agreements to or with any Limited Partner that have the effect of adding to, supplementing or modifying the respective rights and obligations with respect to the Partnership Agreement or any subscription agreement (including reducing or eliminating the obligation of a Limited Partner to pay certain fees and/or the Carry Allocation) as among the parties thereto without the consent of, or notice to, any other Limited Partner, and no Limited Partner not a party to any particular side letter or similar agreement is intended to be a third-party beneficiary thereof.

Indemnity of the General Partner

The Partnership will indemnify and hold harmless the General Partner (and any former or successor general partners) and its general partner and the General Partner’s and such general partner’s directors, officers, employees, shareholders, partners and agents from and against all losses, claims, damages, liabilities (joint or several), costs, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts suffered or incurred by the General Partner or any other Person specified above in relation to the Partnership as a result of their status as: (i) the general partner of the Partnership, former general partner of the Partnership or administrator of the Partnership; (ii) an officer, director, employee, shareholder, partner, agent or trustee of the

general partner of the Partnership, a former general partner of the Partnership or the administrator of the Partnership; or (iii) a Person serving at the request of the general partner of the Partnership or a former general partner of the Partnership as a director, officer, employee, agent or trustee of another Person provided, that in each case such Person acted in accordance with its Standard of Care and otherwise in accordance with the terms of the Partnership Agreement, unless such losses, claims, damages, liabilities, costs, expenses, judgments, fines, settlements or other amounts arose as a result of the Person's gross negligence, willful misconduct or fraud. Any indemnification pursuant to this paragraph will be made only out of the assets of the Partnership.

Termination

The Partnership will be dissolved upon the occurrence of any of the following events: (a) the voluntary or deemed resignation of the General Partner, in each case unless the shareholder of the General Partner has appointed a successor general partner prior to the expiration of that time period, (b) upon any event that makes it unlawful for the Partnership Business to be carried on, or (c) the General Partner at any time declaring the Partnership to be dissolved by notice in writing to all of the Limited Partners.

2.8.3. ROFO Agreement

The Partnership and WestUrban Developments have entered into the ROFO Agreement dated May 29, 2025, 2025, pursuant to which WestUrban Developments has granted the Partnership the WestUrban ROFO in respect of all residential or mixed use real properties in Western Canada that WestUrban Developments commences developing on or after May 29, 2025 (the "In-Scope Real Property"). All of the outstanding shares of WestUrban Developments are beneficially owned or controlled, directly or indirectly by Sean Roy and Terry Hoff. See "Item 2.2.7 – WestUrban ROFO".

Under the terms of the ROFO Agreement, WestUrban Developments agrees to:

(a) provide quarterly updates to the Partnership on the status of the development of its In-Scope Real Property, including anticipated construction completion dates, lease-up rates and stabilisation progress;

(b) upon completion of construction of an In-Scope Real Property, provide the Partnership with a project completion notice to enable the Investment Committee to commence reviewing the property for a potential acquisition; and

(c) upon achieving a minimum lease up rate of 80% in respect of an In-Scope Real Property, provide the Investment Committee with a pending stabilisation notice.

The Independent member of the Investment Committee and will represent the Investment Committee on all matters relating to the ROFO Agreement, including in negotiations with WestUrban Developments in respect of any offer.

Upon delivery to the Partnership of a pending stabilisation notice, the Investment Committee may (but will not be obligated to) engage a third party appraiser to complete an independent appraisal of such property.

If WestUrban Developments wishes to sell, transfer, or dispose of, directly or indirectly, any In-Scope Real Property that has reached stabilisation (generally meaning the property has achieved a consistent and sustainable occupancy rate at or above 95%) or, initiate any solicitations, discussions, or negotiations with any person (other than the Partnership) with respect to a proposed sale of such a property, WestUrban Developments will, prior to communicating with any other potential bidder or buyer in respect of a proposed sale transaction, provide written notice to the Investment Committee of its intent to entertain offers. Within 30 calendar days of its receipt of such

notice, the Investment Committee may (but will not be obligated to) make an offer in writing to purchase the subject property (in each case, an "Offer").

The Offer will contain all material financial and other terms and conditions of the Partnership's offer to purchase, including the total amount of and type of consideration contemplated. Each Offer constitutes an offer made by the Partnership to enter into an agreement with WestUrban Developments in accordance with such terms. The purchase price for the subject property set out in the Offer will be the fair market value as determined by an independent appraiser retained by the Investment Committee; provided that, if the Investment Committee determines in good faith that the purchase price as so determined does not enable the Partnership to achieve its then current target returns, then the Partnership may elect to either (i) offer a reduced price that the Investment Committee believes will enable the Partnership to achieve such target returns or (ii) not make an Offer on the subject property. If the Partnership does not submit an Offer prior to the end of the offer period, it will be deemed to have elected not to make an offer to purchase the subject property.

If the Partnership delivers an Offer, then for a period of 30 calendar days following the Offer Period, subject to two 15 calendar day extensions exercisable at the option of either party, or such longer period as the parties mutually agree, WestUrban Developments and the Independent member of the Investment Committee will use good faith commercial efforts to attempt to negotiate agreed terms for the sale transaction.

At the conclusion of the exclusivity period, WestUrban Developments will advise the Partnership that it either accepts or rejects the Offer. If WestUrban Developments accepts the Offer, WestUrban Developments and the Partnership will use commercially reasonable efforts to enter into a customary purchase and sale agreement for the Partnership's purchase of the subject property. If WestUrban Developments rejects the Offer, then it will be free to sell the property to a third party without any restriction.

WestUrban Developments may elect to receive LP Units in the Partnership as some or all of the consideration payable to it for the sale of any property, with any decision as to the allocation of consideration as between LP Units and cash to be solely determined by WestUrban Developments. Any LP Units issued to WestUrban Developments upon such election will be priced at the Partnership's then trading value per unit and will not be subject to any commission or fee.

Nothing in the ROFO Agreement obligates WestUrban Developments to offer any of its properties for sale (only that if it does wish to sell a property, the Partnership will have a right to make an offer to purchase). Further, WestUrban Developments is not obligated to accept the Partnership's offer.

The ROFO Agreement will terminate (a) on mutual agreement of the parties in writing, or (b) if the Manager or the General Partner ceases to be controlled by WestUrban Developments, an affiliate of WestUrban Developments or by entities which, in the aggregate, control WestUrban Developments.

2.8.4. Administration Agreement

WestUrban Capital Management has engaged Pinnacle Canada Fund Services Ltd. as the Fund Administrator on behalf of the Trust and the Partnership to provide certain fund accounting and administrative services on a fee for service basis, as set out in the Administration Agreement dated effective July 1, 2025. The Administrator will perform all duties usually performed by administrators of investment funds, including the following:

(a) calculate and publish the Fund's net asset value in accordance with the Declaration of Trust, Partnership Agreement and Valuation Policy (the "Policies");

(b) dispatch all such circulars, reports, financial statements or other written material provided to the Fund Administrator by WestUrban Capital Management to all persons entitled to receive the same under the Policies;

(c) maintain the principal books of account of the Fund as required by law, the Policies, or otherwise for the proper conduct of the financial affairs of the Fund, including registers and ledgers of Investors and registers of transfers; and

(d) maintain all records of the Fund required to be kept and made under regulations in Canada for the time being in force, and pursuant to the Policies.

The initial term of the Administration Agreement is one year and, subject to early termination by either party in certain circumstances, will be automatically renewed for each subsequent one-year period on the same terms and conditions.

2.8.5. Management Services Agreement

The Trust and the Partnership have each retained the Manager to provide certain investment management and ancillary services, as set out in the Management Services Agreement dated May 29, 2025, including sourcing, evaluation and management of investments. All of the outstanding shares of the Manager are beneficially owned or controlled, directly or indirectly by Sean Roy and Terry Hoff. For information with respect to the management of the Manager, see “Item 2.1.2 – Management of the Trust – The Manager” and “Item 3.1 – Compensation and Securities Held – The Trust”. This summary does not purport to be complete and is subject to the more detailed provisions of the Management Services Agreement.

Appointment

Subject to the terms of the Management Services Agreement, each of the General Partner (in its capacity as general partner of the Partnership) and the Trust has appointed the Manager to perform the following duties and provide the following services:

(a) act as the Partnership’s asset manager for the Properties, including: advising the Partnership as to its acquisition, financing and disposition policies and programs; acquiring, financing and disposing of Properties on behalf of the Partnership; supervising the management and leasing of Properties on behalf of the Partnership; and engaging a property manager in respect of each Property (see “Item 2.8.6 – Property Management Agreements”);

(b) performing all administrative and clerical functions on behalf of the Partnership and the Trust relating to, among other matters, day to day operations, record keeping and reporting, and engaging and supervising the engagement of the Fund Administrator;

(c) structuring and amending, from time to time, the terms of the Offering on such terms and conditions and for such consideration as the Manager in its sole discretion may determine to be appropriate, in accordance with this Offering Memorandum, the Declaration of Trust, the Partnership Agreement and applicable law;

(d) managing the Partnership and exercising any and all rights and discretion of the General Partner of the Partnership as set forth in the Partnership Agreement; and

(e) performing all other functions delegated to the Manager under the Declaration of Trust (see “Item 2.8.1 – Declaration of Trust – Duties of the Manager”).

The Manager may subcontract its obligations under the Management Services Agreement, provided that no subcontracting will relieve or release the Manager from any of its obligations and any such subcontracting will be at the expense of the Manager, unless otherwise agreed by the Partnership or Trust, as applicable.

Fees and Expenses

The Partnership (both for service rendered to the Partnership and on behalf of the Trust) will, during the term of the Management Services Agreement, distribute to the Manager, the following fees:

(a) in consideration of the services rendered by the Manager pursuant to the Management Services Agreement, the Management Fee, payable quarterly in advance on the first Business Day of the month of each quarter, and estimated and calculated as an amount equal to 2% per annum of the Trading NAV of the Partnership plus applicable GST/HST;

(b) in consideration for its services in connection with each acquisition or disposition of an investment by the Partnership, or entities controlled by it, but excluding any acquisition from or disposition of to any WestUrban Party, the Transaction Fee, equal to 1% of the gross acquisition or gross disposition price of such investment, plus applicable GST/HST; and

(c) in consideration for arranging any debt, loan or other borrowing transaction entered into by the Trust, the Partnership or any Nominee, the Debt Financing Fee, which is an amount equal to 0.5% of the amount borrowed, plus applicable GST/HST.

Each of the Management Fee, the Transaction Fee and the Debt Financing Fee will be subject to review and potential increase, from time to time, with the approval of the Investment Committee (including the Independent member thereof) in accordance with the terms of the Partnership Agreement.

The Trust has authorized and appointed the Partnership as its agent to pay certain expenses on its behalf and has agreed to reimburse the Partnership for any expenses it incurs as agent on its behalf. Each of the Partnership and the Trust has authorized and appointed the Manager as its agent to pay certain expenses on its behalf and has agreed to reimburse the Manager for any expenses it incurs as agent on its behalf. The Partnership will pay, without duplication, all expenses relating to the Trust, the Partnership, the Partnership Business and Properties (other than those expenses that are specifically the responsibility of the Manager under the Management Services Agreement).

Standard of Care of the Manager

The Manager will act on a basis which is fair and reasonable and exercise its powers and discharge its duties under the Management Services Agreement honestly, in good faith and in the best interests of the Partnership and the Limited Partners thereof, and the Trust and the Unitholders thereof, and in accordance with all applicable laws, exercising the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Term

The Management Services Agreement will terminate on the date upon which the Partnership is dissolved pursuant to the Partnership Agreement, unless terminated earlier on the resignation of the Manager. The Manager will have the right to resign as Manager (a) on 30 days' notice if the General Partner ceases to be an affiliate of WestUrban Capital Management, or (b) at any time on 90 days' notice.

2.8.6. Property Management Agreements

The Manager on behalf of the Partnership will engage one or more licensed (where required) arms' length property management companies to provide management and or capital improvement services in respect of each Property, including the Target Properties.

Each engagement will be made pursuant to the terms of a separate property management agreement negotiated and entered by the Manager on behalf of the Partnership on arms' length, standard market terms. Under the terms of each property management agreement, the property manager will be responsible for all services necessary for the operation and management of the Properties that it manages and will be paid the Property Management Fee. Each property manager will also be reimbursed for all expenditures made by it in connection with its services. Aggregate Property Management Fees paid and expenses reimbursed by the Partnership will be disclosed in the Partnership's audited annual financial statements, copies of which will be delivered to Unitholders within 120 days of the Fiscal Year end and, in any event, on or before any earlier date prescribed by applicable laws. See "Item 11 – Reporting Obligations".

Subject to the approval of the Investment Committee (including the Independent member thereof), the Manager may from time to time engage WestUrban Properties Management to act as the property manager of one or more Properties. All of the outstanding shares of WestUrban Properties Management are beneficially owned or controlled, directly or indirectly, by Sean Roy and Terry Hoff.

The success or failure of the arrangement resulting from the rental management agreement will depend in part on the abilities of the management company engaged.

2.9 Related Party Transactions

As of the date of this Offering Memorandum, the Trust has not had any purchase and sale transaction with a related party that does not relate to real property. As of the date of this Offering Memorandum, the Trust has not yet acquired the Target Properties. See "Item 2.3.1 – The Target Properties".

ITEM 3 - COMPENSATION AND SECURITY HOLDINGS OF CERTAIN PARTIES

3.1 Compensation and Securities Held

The following table sets out information about: (a) trustees, directors, officers and promoters of the Trust; (b) each person who, directly or indirectly, beneficially owns or controls 10% or more of any series of Units; and (c) any other related party that received compensation in the most recently completed financial year or is expected by the Trust to receive compensation in the current financial year:

Name and municipality of principal residence or jurisdiction of organization	Position held and date of obtaining that position	Compensation paid by the Trust or a related party since inception to the date of this Offering Memorandum(1)	Compensation anticipated to be paid in the year ended 2025
OLYMPIA TRUST COMPANY
Alberta	Trustee
(April 23, 2025)	Nil	$12,000(2)	Nil
WESTURBAN REAL ESTATE ADMINISTRATOR LTD.(3)
British Columbia	Manager
(May 30, 2025)	Nil	See Notes (3) and (7)	Nil
WESTURBAN CAPITAL MANAGEMENT LTD.
British Columbia	Promoter
(April 23, 2025)	Nil	Nil	Nil

Name and municipality of principal residence or jurisdiction of organization	Position held and date of obtaining that position	Compensation paid by the Trust or a related party since inception to the date of this Offering Memorandum^{(1)}	Compensation anticipated to be paid in the year ended 2025	Number, type and percentage of securities of the Trust held after completion of the Maximum Offering^{(9)}
WESTURBAN REAL ESTATE GP INC.
British Columbia	General Partner; Promote Partner (April 25, 2025)	Nil	Nil^{(4)}	Nil
WESTURBAN CAPITAL LTD.
British Columbia	Selling agent
Related Party (April 23, 2025)	Nil	See Note (5)	Nil
Dave Ganong
Victoria, British Columbia	Independent member of the Investment Committee (November 10, 2025)	Nil	Nil^{(7)}	Nil
SEAN ROY
Campbell River, British Columbia	Promoter; Director of Manager (April 16, 2025)	Nil	Nil^{(6)}	Nil
TERRY HOFF
Campbell River, British Columbia	Promoter; Director of Manager (April 16, 2025)	Nil	Nil^{(6)}	Nil
RAJINDER WIRK
Campbell River, British Columbia	Director (April 16, 2025)	Nil	Nil^{(8)}	Nil

Notes:

(1) The Trust was formed under the Declaration of Trust on April 23, 2025.

(2) Olympia Trust Company is the Trustee of the Trust under the Declaration of Trust since April 23, 2025. The Trustee will be paid an annual Trustee Fee in the amount of $10,000. In 2025, the Trustee will be paid $12,000, comprising the Trustee’s pro-rated annual Trustee Fee for the period from its engagement as Trustee to December 31, 2025, plus a one-time indenture fee. This fee and the ongoing Trustee Fee will be borne by the Partnership pursuant to the Management Services Agreement.

(3) The Manager is entitled to an annual Management Fee in the amount of 2% per annum of the Trading NAV of the Partnership plus applicable GST/HST, payable quarterly in advance by the Partnership pursuant to the terms of the Management Services Agreement. The Manager may also receive Transaction Fees and Debt Financing Fee. Since the inception of the Trust, the Manager has been paid nil because as at the date of this Memorandum the Partnership has no assets. To the extent the fee is payable in the future, this cost will be borne by the Partnership pursuant to the Management Services Agreement.

(4) The Promote Partner may earn a Carry Allocation. No Carry Allocation has been earned as at the date of this Offering Memorandum or is anticipated to be earned during 2025.

(5) WestUrban Capital will earn Selling Commissions in an amount up to 6% in gross subscription proceeds for Series A Units sold by it. WestUrban Capital will also earn Trailer Fees. WestUrban Capital has earned no Selling Commissions or Trailer Fees as at the date of this Offering Memorandum. The Manager anticipates that WestUrban Capital will earn Selling Commissions during 2025 but cannot reasonably estimate the quantum as at the date of this Offering Memorandum.

(6) Each of the General Partner, Manager, WestUrban Capital and WestUrban Capital Management are owned and controlled, directly or indirectly, by Roy Enterprises Ltd. (as to a 66.6% interest) and Hoff Enterprises Ltd. (as to a 33.3% interest). Roy Enterprises Ltd. and Hoff Enterprises Ltd. are solely owned corporations, controlled by Sean Roy and Terry Hoff, respectively. Sean Roy and

Terry Hoff are not compensated for acting as directors of the Manager but would indirectly share in Selling Commissions, Trailer Fees, Management Fees, Carry Allocation, Transaction Fees and Debt Financing Fees, through such share ownership.

(7) Commencing in 2026, Dave Ganong will be paid an annual fee of $45,000 for acting as an Independent member of the Investment Committee. See “Item 2.1.6 – Conflicts of Interest”.

(8) Rajinder Wirk is not compensated for acting as a director of the Manager. He is also Managing Director and CEO of WestUrban Capital and Managing Director and CEO of WestUrban Capital Management and receives compensation from those entities is his capacity as such.

(9) There is no minimum or maximum Offering. The Trust will offer its Units for sale on a continuous basis.

3.2 Management Experience

The names, municipalities of residence, offices held with the Manager, and principal occupations of the director and officers of the Manager for the past 5 years are as follows:

Full Legal Name and Position Held	Principal occupation and related experience
Sean Roy
Director	CEO of WestUrban Developments. Over the last 20 years, Sean has developed over 10,000 apartment units, multiple large-scale commercial developments, and over 700 single family homes across Western Canada. He has led teams of over 300 employees and built over a billion dollars of hard assets for rental companies.
Terry Hoff
Director	COO of WestUrban Developments. Terry Oversees all WestUrban operations. He brings over 37 years of management experience in the pulp and paper and oil and gas industries. He focuses on delivering our products safely and efficiently and developing stakeholder relationships.
Rajinder Wirk
Director	Managing Director and CEO of WestUrban Capital since April 2022. Prior to joining WestUrban Capital, Raj was the Director of Commercial Banking on Vancouver Island for Coast Capital Savings Federal Credit Union for 11 years. This included management of the commercial real estate, business banking, and small business banking platforms. Raj previously held senior level positions in commercial real estate lending in Vancouver with Bank of Montreal and HSBC. Raj has an undergraduate degree in Economics (University of Victoria), Bachelor of Laws (UBC), and a Master of Business Administration (Schulich School of Business).

3.3 Penalties, Sanctions, Bankruptcy, Insolvency and Criminal or Quasi-Criminal Matters

There is no penalty or sanction that has been in effect during the last 10 years, and no cease trade order that has been in effect for a period of more than 30 consecutive days during the last 10 years, against the Trustee or any executive officer or director of the Trust, the Manager or the General Partner or against an issuer of which any of the foregoing was an executive officer, director or control person at the time.

No declaration of bankruptcy, voluntary assignment in bankruptcy, proposal under any bankruptcy or insolvency legislation, proceedings, arrangement or compromise with creditors or appointment of a receiver, receiver Manager or trustee to hold assets, has been in effect during the last 10 years with regard to the Trustee or any executive officer or director of the Trust, the Manager or the General Partner or any issuer of which any of the foregoing was an executive officer, director or control person at that time.

No summary conviction or indictable offence under the Criminal Code (Canada); quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction; misdemeanor or felony under the criminal legislation of the

United States of America, or any state or territory of the United States of America; or an offence under the criminal legislation of any other foreign jurisdiction of a receiver, receiver Manager or trustee to hold assets, has been in effect during the last 10 years with regard to the Trustee or any executive officer or director of the Trust, the Manager or the General Partner or any issuer of which any of the foregoing was an executive officer, director or control person at that time.

3.4 Certain Loans

There is no outstanding indebtedness between the Trust and a related party.

ITEM 4 - CAPITAL STRUCTURE

4.1 Securities Except for Debt Securities

Trust Capital

The following table sets out the capitalization of the Trust as at the date of this Offering Memorandum:

Description of Security	Number Authorized to be Issued	Price Per Security	Number Outstanding as at date of Offering Memorandum	Number Outstanding After Minimum/Maximum Offering
Series A Units	Unlimited	See Note (1)	Nil	See Note (2)
Series F Units	Unlimited	See Note (1)	Nil	See Note (2)

Notes:

(1) The "Price per Security" is equal to the Series Trading NAV per Unit at the relevant time.
(2) There is no minimum or maximum Offering. The Trust will offer its Units for sale on a continuous basis.

4.2 Long Term Debt Securities

As at the date of this Offering Memorandum, the Trust has no outstanding long-term debt.

4.3 Prior Sales

As at the date of this Offering Memorandum, there have been no prior sales of Units.

ITEM 5 - SECURITIES OFFERED

5.1 Terms of Units

The beneficial interests in the Trust are divided into one class of Units, issuable in an unlimited number of series. Currently, the following series of Units have been created: Series A and Series F. Under the Offering, the Trust is offering Series A Units and Series F Units. The difference between each series is that they have different fees and expenses allocated to them, which are summarized as follows:

Series	Min. Subscription^{(1)}	Selling Commission^{(2)}	Annual Trailer Fee^{(2)}	Administration Fee^{(2)}	Redemption Discount (within year 1, 2, 3, and thereafter)^{(3)}
A	$10,000	Up to 6%	Up to 0.75% per annum of the gross subscription proceeds, starting on the first anniversary of the date of acquisition or subscription	Nil	10% / 8% / 6% / Nil after Year 3
F	$50,000	Nil	Nil	See Note (4).	10% / 8% / 6% / Nil after Year 3

Notes:

(1) The Manager, on behalf of the Trust, may waive the minimum subscription amount in its discretion.

(2) For a description of Selling Commission, Trailer Fee and Administration Fee, see “Item 9.1 – Commissions and Fees”.

(3) The redemption deduction amount is based upon the minimum time the Units are held before redemption. See “Item 2.8.1 – Declaration of Trust - Unit Redemptions (Cash and Units)”.

(4) An administration fee is payable to WestUrban Capital by the Partnership on a quarterly basis in an amount equal to its administration costs with respect to the Series F Units, which expense will be allocated quarterly by the Partnership on a pro rata basis to the holders of Series F Units. See “Item 9.1 – Commissions and Fees”.

Each Unitholder will be entitled to the rights and be subject to the limitations, restrictions and conditions pertaining to the Units as set out in the Declaration of Trust and the interest of each Unitholder will be determined by the number and series of Units registered in the name of such holder.

The beneficial interest in the Trust will be divided into Units of a single class, issuable in multiple series, each of which represents an equal, undivided beneficial interest in the net assets of the Trust. Each series and its Units and fractions thereof will be issued only as fully paid and non-assessable. There will be no limit to the number of Units or the number of series of Units that may be issued, subject to any determination to the contrary made by the Manager in its discretion, and no Unit or fraction thereof will have any rights, preferences or priorities over any other Unit of the same series, except that no holder of a fraction of a Unit, as such, will be entitled to notice of, or to attend or vote at, meetings of Unitholders (see below). No Unitholder has or is deemed to have any right of ownership in any of the assets of the Trust. Unitholders cannot transfer their Units except in very limited circumstances. See “Item 2.8.1 – Declaration of Trust – Transfer of Units”.

The Units have no conversion or pre-emptive rights.

Fractions of Units will not be entitled to vote at meetings of Unitholders.

The Units do not represent a traditional investment and should not be viewed by investors as “shares” in the Trust. The Unitholders will not have the statutory rights normally associated with ownership of shares of a corporation including, for example, the right to bring “oppression” or “derivative” actions. The value per Unit will not be a function of anticipated distributable income from the Trust and the ability of the Trust to effect long-term growth in the value of the Trust. Instead, the value per Unit will be a function of the Trust’s ability to generate income and effect long-term growth in the value of the Partnership and other entities now or hereinafter owned, directly or indirectly, by the Trust. See “Item 10 - Risk Factors”.

5.2 Determination of Trading NAV and Pricing of the Units

The Manager determines the offering price for the Units on a monthly basis in accordance with the Valuation Policy. The Valuation Policy, as described below in “Item 5.2.2 – Valuation Policy”, is a methodology for determining the Series Trading NAV of each series of Units. The Series Trading NAV applies the Adjustment Factors (as such term is defined below) using a consistent methodology to the Series Trading NAV of that series as described below. The description of the methodology of investment property valuations and the calculation of the Series Trading NAV reflects the methodology used by the Manager in calculating the Trading NAV in order to establish the offering price and redemption amounts for the Units. Pricing of the Units is set by the Manager from time to time based on the Series Trading NAV per Unit, as adjusted in accordance with the Valuation Policy and subject to any discount or premium determined appropriate by the Manager in its discretion, in each case as set forth in the Subscription Agreement entered into between the Subscriber and the Trust.

5.2.1. Determination of Trading NAV

The Trading NAV of the Trust is calculated from the financial statements that are prepared in accordance with GAAP as at the close of business on each Valuation Date, unless the Manager has declared a suspension in accordance with the Declaration of Trust. The Trading NAV of the Trust will be calculated within 31 days of each Valuation Date. Unless otherwise required pursuant to the Valuation Policy, the Trading NAV of the Trust calculated in respect of a Valuation Date will remain in effect until the determination of the next Trading NAV of the Trust. Trading NAV will be calculated by subtracting the Trust’s aggregate liabilities (including accrued expenses) from the Trust’s aggregate assets.

In calculating the Trading NAV, the aggregate assets of the Trust are to be determined as follows:

(a) all cash on hand or on deposit including any accrued interest or accrued dividends;

(b) all bills, demand notes and accounts receivable;

(d) all stock and cash dividends and cash distributions to be received by the Trust and not yet received by it but declared to securityholders of record on a date on or before that time;

(e) all interest accrued on any interest-bearing securities owned by the Trust (except interest accrued on securities in default which is included in the quoted price);

(f) all contractual rights to the receipt of money or property; and

(g) all other property of every kind and nature, including prepaid expenses.

In calculating the Trading NAV, the aggregate liabilities of the Trust are determined as follows:

(a) all bills, notes and accounts payable;
(b) all fees and expenses incurred or payable by the Trust;
(c) all contractual obligations for the payment of money or property, including the amount of any unpaid distribution credited to the Unitholders of record on the day before the day as of which the Trading NAV per Unit is being determined;
(d) all allowances authorized or approved by the Manager for taxes (if any) or contingencies; and
(e) all other liabilities of the Trust of whatsoever kind and nature, except liabilities represented by outstanding Units and the balance of any undistributed income or capital gains.

After the initial issue of Units of a series, the Series Trading NAV for a series of Units of the Trust as at any particular time on a Valuation Date will be determined in accordance with the following calculation, subject to adjustment in accordance with the Manager's Valuation Policy (as described below):

(a) the Series Trading NAV last calculated for that series, if any;
(b) plus the increase in the assets attributable to that series as a result of the issue of Units of that series or the redesignation of Units into that series since the last calculation;
(c) minus the decrease in the assets attributable to that Series as a result of the redemption of Units of that series or the redesignation of Units out of that Series since the last calculation;
(d) plus or minus the increase or decrease in the Trading NAV of the Trust (calculated before deduction of Series Expenses) attributable to that series since the last calculation; and
(e) minus any Series Expenses allocated to that series since the last calculation.

In respect of the Trust, the Series Trading NAV per Unit will be calculated on a Valuation Date before the issuance, redemption or redesignation of Units of the Trust as at or immediately following such Valuation Date for the purpose of calculating issue price, subscription price or redesignation ratio, as the case may be, of such Units.

The Series Trading NAV per Unit of a series of Units of the Trust as at any particular time is the quotient obtained by dividing the applicable Series Trading NAV as at such time by the total number of Units of that series outstanding at such time, calculated by the Manager or under the authority of the Manager on every Valuation Date. This calculation will be made without considering any issuance, redesignation or redemption of Units of that series to be processed by the Trust immediately after the time of such calculation on that Valuation Date and will remain in effect until the time as of which the Series Trading NAV per Unit for that series is next determined.

Trading NAV and Series Trading NAV per Unit will be expressed in Canadian dollars.

5.2.2. Valuation Policy

The Manager has adopted the Valuation Policy which sets out the process and methodology under which the Manager will determine and approve the Trading NAV for Units. The Trading NAV is required to be calculated using reasonable methods applied on a consistent basis in accordance with the Valuation Policy.

Investment Property Valuation

The Manager will account for the Partnership’s investment properties using the fair value model in accordance with IAS 40 – Investment Property. Investment properties are initially recorded at cost, including related transaction costs. Subsequent to initial recognition, investment properties will be measured at fair value, which will reflect market conditions at the reporting date.

The Manager will apply judgment in determining if the acquisition of an individual Property qualifies as a business combination in accordance with IFRS 3 – Business Combinations or as an asset acquisition. Transaction costs (including commissions, land transfer tax, appraisals, legal fees and third-party inspection reports associated with a purchase) related to property acquisitions not considered business combinations are capitalized in accordance with IAS 40 – Investment Property.

Transaction costs are expensed in accordance with IFRS 3 – Business Combinations where such acquisitions are considered business combinations.

The fair value of investment properties will be determined using a detailed valuation framework developed by the Manager’s internal and external valuation teams and based on qualified appraisals. Each of these teams includes experts in the industry.

The valuation teams will consider the following approaches in determining the fair value: 1. Consideration of recent prices of similar properties within similar market areas; 2. The direct capitalization method, which is based on the conversion of current and future normalized earnings potential directly into an expression of market value.

The Stabilized Net Operating Income (“SNOI”) for the year is divided by an overall capitalization rate (inverse of an earnings multiplier) to arrive at the estimate of fair value.

The Manager will engage an external team (including valuators, accountants and others) to support the valuation process. Third party support will include, but is not limited to, the following:

determining the capitalization rates that are to be used in valuing the properties;
providing charts of comparable sales and supporting relevant market information;
determining the appropriate industry standard “set off” and normalization assumptions used in the calculation of SNOI;
reviewing the valuation framework to determine reasonability and whether any changes or updates are required;
supplying a “fair value” report for financial statement purposes;
evaluating the work of the valuator including assumptions and comparisons to market;
reviewing the controls over the underlying data provided to the valuator from the Manager’s accounting system;
reviewing the “fair value” report prepared by the valuators; and
reviewing, for the audited year-end financial statements, the resultant values for reasonableness, compliance with the valuation framework and compliance with IAS 40 – Investment Property.

On an ongoing basis, with the support of external information, the internal team, comprised of the management and financial employees of the Manager, will be responsible for:

assembling the property specific data used in the valuation model based on the process set forth in the valuation framework;
reviewing the valuation framework to determine whether any changes or updates are required;
inputting the capitalization rates, “set offs” and normalization assumptions provided by the valuators; and
delivering the completed valuation framework to the external team for review at year-end for the audited financial statements.

Investment properties will be derecognized when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses will be recognized in the income statement in the year of retirement or disposal.

Calculation of the Trust Trading NAV and Selling Prices

The Trading NAV of the Units will be calculated within 31 days of each Valuation Date based on the GAAP statement of financial position carrying values plus certain non-GAAP adjustments (“Adjustment Factors”). The Trading NAV will be calculated by adding GAAP balance sheet assets, subtracting GAAP balance sheet liabilities, adding appropriate Adjustment Factors and dividing by the total number of outstanding Units for each series of Units. The Adjustment Factors that may be applied are described below:

Portfolio Premium

A portfolio premium may be added to GAAP valuations to account for the difference that buyers may pay for a portfolio of properties over individual component properties considered on their own. Any adjustment for a portfolio premium is substantiated by the valuators. Factors that should be considered are:

cost efficiencies;
synergies of management;
reduction of risk due to property type or geographic diversification; and
the time, expense and difficulty of assembling a portfolio.

Amortization of Expenses

Certain other expenses may have a lasting value and should be amortized over a reasonable period, including but not limited to capital raising and retention costs, marketing costs and other reasonable organizational costs.

Add-back and Amortization of Commissions

An early redemption discount for any redemption of these series of Units within 3 years of issuance is deducted from the redemption price payable, which is intended to compensate the Trust for any investment that is provided for only a short term. The Trading NAV is adjusted for the net difference between the sales commission and the early redemption discount remaining at that point in time on a weighted average basis.

Approval Process

Under the Valuation Policy, the Manager is responsible for calculating the Trading NAV for each series of Units of the Trust on a quarterly basis. The Trading NAV is then used as the subscription and redemption price for the respective series of Units for the following quarter.

5.3 Trading NAV and Fees

The Trust has multiple series of Units that have different fees associated with them. Each series of Units is responsible for the fees attributable to that series. All Units of a particular series are entitled to participate pro-rata with other Units of the same series with respect to: (a) payments or distributions made by the Trust to the Unitholders of that series; and (b) upon liquidation of the Trust, in any distributions to Unitholders of that series of net assets of the Trust remaining after satisfaction of outstanding liabilities.

Each series of Units will be subject to different fees and commissions and, as a result, the Series Trading NAV and Series Trading NAV per Unit of each series of Units will differ over time. See “Item 9.1 – Commissions and Fees” for a description of the fees and commissions associated with the Series A Units and Series F Units.

5.4 Redemption of Units

Subject to certain restrictions and limitations set out herein and the Declaration of Trust, a Unitholder may require the Trust to redeem the Unitholder’s Units. Redemptions are generally available on a quarterly basis and Unitholders may request a redemption of some or all of their Units by providing notice in writing to the Manager, on a form approved by the Manager, at least 60 days prior to a Valuation Date. Redemption requests that are approved by the Manager will be effected on the relevant Valuation Date. Payments will be made either in cash or, in certain circumstances, by the distribution in specie of Trust Property. See “In Specie Distributions” below. Cash redemptions are paid within 30 Business Days after the Valuation Date as of which the valuation is made.

Upon redemption of a Unit, the Unitholder will receive proceeds of redemption equal to the Redemption Price (being the redemption price per Unit of a particular series, calculated as the relevant Series Trading NAV per Unit in the manner herein provided less, in the discretion of the Manager, any redemption deduction (including any early redemption discount), withholding tax, charge or fee as provided for in the Declaration of Trust). Payment of the Redemption Price will be delivered to the redeeming Unitholder in accordance with the terms and conditions of the Declaration of Trust. Upon payment to the redeeming Unitholder of the Redemption Price of the Units redeemed, the Trust, Trustee, and Manager will be discharged from all liability to the Unitholder in respect of the Units redeemed.

Early Redemption Discounts for Units

If a subscriber redeems its Series A Units or Series F Units prior to the following anniversaries of the issuance date of the Series A Unit or Series F Unit, then the following early redemption discounts would apply to all such Units redeemed (subject to the waiver of such discount at the discretion of the Manager):

Months 0-12: 10%
Months 13-24: 8%
Months 25-36: 6%
After Year 3: 0%

Below is a sample calculation for an investor who holds 1,500 Series A Units originally purchased for $13,500.00, electing for cash distributions, and redeeming after the second anniversary of the date of issuance and prior to the third anniversary, with a redemption price of $12.00 on the date of redemption.

Redemption Price = number of Units (1,500) x Series Trading NAV per Unit ($12.00), less the third-year early redemption discount ($18,000.00 x 6% = $1,080.00).

In this example, the Redemption Price would be: $18,000.00, less $1,080.00 = $16,920.00.

Suspension of Redemptions

In accordance with the terms of the Declaration of Trust, the Manager may in its discretion suspend, or continue suspension of, the right of Unitholders to require the Trust to redeem Units during any period in which:

(a) the Manager receives redemption requests for amounts exceeding, in aggregate, as at a Valuation Date, (i) 2% of the Trading NAV of the Trust, (ii) 5% of the Trading NAV during any 12-month period preceding the Valuation Date, or (iii) if the Trading NAV of the Trust is less than $50,000,000, $50,000, in each case determined in accordance with the Valuation Policy (collectively, the "Cash Redemption Cap");

(b) the Manager determines that conditions are such that the disposal of the assets of the Trust is not reasonably practicable (including if the Trust's right to redeem Class A LP Units and Class F LP Units under the terms of the Partnership Agreement is suspended) or it is not reasonably practicable to determine fairly the value of the Trust's assets; or

(c) the Manager determines in good faith it to be in the best interest of the Trust, having regard to prevailing market conditions.

The Manager may also suspend, or continue suspension of, the right of Unitholders to require the Trust to redeem Units, when required to do so under any applicable securities legislation or under any exemptive relief granted by the local securities authorities from such securities legislation, and at such times as would be permitted if the Trust were subject to National Instrument 81-102 Investment Funds (as it may be amended or replaced from time to time). In addition, the Trust is not required to redeem Units for cash if the redemption of Units will result in the Trust losing its status as a "mutual fund trust" for the purposes of the Tax Act.

The suspension may, at the discretion of the Manager, apply to all requests for redemption received prior to the suspension but as to which payment has not been made, as well as to any requests received while the suspension is in effect. All Unitholders making such requests will (unless the suspension lasts for less than 48 hours) be advised by the Manager of the suspension and that the redemption will be effected on the basis of the Series Trading NAV per Unit determined on the first Valuation Date following the termination of the suspension. All such Unitholders will have and will (unless the suspension lasts for less than 48 hours) be advised that they have the right to withdraw their requests for redemption.

The suspension will terminate in any event on the first day on which the condition giving rise to the suspension has ceased to exist, provided that no other condition under which a suspension is authorized then exists, or upon Manager discretion. To the extent that it is not inconsistent with official rules and regulations promulgated by any government body having jurisdiction over the Trust, any declaration or suspension made by the Manager will be conclusive.

Units tendered for redemption during any quarter in which the total amount payable by the Trust exceeds the Cash Redemption Cap may be redeemed, in the discretion of the Manager and subject to any waiver by the Manager of the Cash Redemption Cap, for cash or a distribution in specie of Trust Property. See "In Specie Distributions" below.

Mandatory Redemptions

The Manager has the right to require a Unitholder to redeem some or all of the Units owned by that Unitholder on a Valuation Date at the Series Trading NAV per Unit thereof on the last day of the month immediately preceding the redemption date by providing at least 10 Business Days prior written notice to the Unitholder in accordance with the Declaration of Trust, which right may be exercised by the Manager in its absolute discretion.

In Specie Distributions

The Manager may pay the Redemption Price for Units through the distribution in specie of Trust Property instead of cash (or a combination thereof) during any period in which:

(a) the Manager receives redemption requests for amounts exceeding, in aggregate, as at a Valuation Date, the Cash Redemption Cap;

(b) the Manager determines that conditions are such that the disposal of the assets of the Trust is not reasonably practicable (including if the Trust’s right to redeem Class A LP Units or Class F LP Units under the terms of the Partnership Agreement is suspended) or it is not reasonably practicable to determine fairly the value of the Trust’s assets; or

(c) the Manager determines in good faith it to be in the best interest of the Trust, having regard to prevailing market conditions.

In such circumstances, it is expected that Class A LP Units or Class F LP Units owned by the Trust of a value equal to the balance of the redemption proceeds payable will be redeemed by the Partnership in consideration of the issuance by the Partnership to the Trust of LP Notes, with an aggregate principal amount equal to the balance of the redemption proceeds payable.

Prior to paying redemption proceeds by the delivery of LP Notes, the Manager will notify the affected Unitholders of the Manager’s intention to pay some or all of the redemption proceeds with LP Notes, and each affected Unitholder will have at least 10 days from the date of such notice to revoke their redemption request in whole or to request that any portion of their redemption request that would cause the payment by way of LP Note be revoked.

LP Notes will be promissory notes issued in series, or otherwise, by the Partnership and will be issued to the Trust and distributed to redeeming Unitholders in principal amounts equal to the Redemption Price, less any amounts paid in cash.

LP Notes issued by the Partnership and distributed to Unitholders will be:

(a) unsecured obligations of the Partnership and accrue interest from and including the issue date of each such note at a rate equal to the Canada Bond Rate;

(b) due and payable on the first Business Day following the fifth anniversary of the date of issuance, or such earlier maturity date as the Manager will deem reasonable at the time of issue, subject to earlier prepayment without notice, penalty or bonus;

(c) be issuable in integral multiples of less than $100.00 and, where notes to be received by a Unitholder include a multiple less than $100.00, that number will be rounded to the next lowest integral multiple of $100.00 and the excess will be paid in cash; and

(d) subject to the other standard terms and conditions as would be included in a promissory note of its kind, as may be reasonably determined by the Manager.

Where the Trust makes a distribution in specie on redemption of a Unitholder’s Units, the Trust may allocate to that Unitholder any capital gain, net loss or net income realized by the Trust on or in connection with such distribution.

Circumstances may arise resulting in the Trust not having funds available to pay on maturity the principal balance and accrued unpaid interest under any LP Notes distributed. LP Notes, if issued by the Partnership, may, in certain circumstances, have priority over Units in the event of the liquidation of the assets of the Trust. There are various considerations with respect to creditor rights and bankruptcy law that will need to be considered both at the time LP Notes are issued and at the time of any liquidation of the assets of the Trust in order to determine if such a priority exists.

Subscribers should note that distributions in specie of Trust Property will not be a qualified investment for tax-exempt subscribers. See “Item 8.1 – Income Tax Consequences Relating to the Trust” and “Item 10 - Risks Factors”.

For information regarding redemption requests received during the two most recently completed financial years of the Trust, see “Item 6 - Repurchase Requests”.

5.5 Withholding Taxes

The Declaration of Trust provides that the Trustee or Manager may deduct or withhold or cause to be deducted or withheld from distributions to any Unitholder, whether such distributions are in the form of cash, additional Units or otherwise, amounts required by law to be withheld from such Unitholder’s distribution and may remit such amounts to the relevant tax authority as required.

In the event of a distribution in the form of additional Units, the manager may sell or redeem Units of such Unitholder to pay such withholding taxes and to pay all of the Manager’s reasonable expenses with regard thereto and the Manager will have the power of attorney of such Unitholder to do so. Upon such sale or redemption, the affected Unitholder will cease to be the holder of such Units. In the event that the net proceeds of any such sale or redemption of a Unitholder’s Units exceed the statutory withholding required and the Manager’s reasonable expenses, the Manager will remit such excess to the Unitholder.

5.6 Transfers of Units

Unitholders cannot transfer their Units except in very limited circumstances. See “Item 2.8.1 – Declaration of Trust – Transfer of Units”, “Item 10 - Risk Factors” and “Item 12 - Resale Restrictions”.

5.7 Rights of Unitholders

Unitholders will generally have no right to vote or opine on how the Manager votes the Trust’s Class A LP Units or Class F LP Units. The Class A LP Units and Class F LP Units held from time to time by the Trust as part of the Trust Assets may be voted by the Manager on behalf of the Trust at any and all meetings of Limited Partners of the Partnership in such manner as the Manager, in its sole discretion, consider to be in the best interests of the Unitholders. The Manager will not have the power to effect, authorize or vote the Class A LP Units or Class F LP Units held by the Trust to effect or authorize any material amendment to the registration of the limited partnership or the Limited Partnership Agreement requiring the consent of limited partners at law or pursuant to the terms of the Limited Partnership Agreement (and shall instead seek the approval of Unitholders by ordinary resolution at a meeting of Unitholders called for that purpose or adopted in writing). Specifically, the Manager will not have the power to vote the Class A LP Units or Class F LP Units held by the Trust to effect amendments to the

Partnership Business or the investment restrictions set out in the Partnership Agreement, or to extend the Partnership’s investment activities beyond the Partnership Business, and will instead take steps to give Unitholders the opportunity to vote thereon.

Further, Unitholders are NOT shareholders and do not enjoy the rights and privileges generally offered to shareholders of a company incorporated under the BCBCA or a similar statute such as the Canada Business Corporations Act. Although the Declaration of Trust confers upon Unitholders some of the same protections, rights and remedies that a Subscriber would have as a shareholder of a corporation governed by the BCBCA or a similar corporate statute, significant differences do exist.

The Units will not generally vote, except in cases where a fundamental change to the Trust (such as an amendment to the Declaration of Trust) is required. Where the general nature of the business to be transacted at a Unitholder meeting concerns an issue relevant to all Unitholders of the Trust, all series will be voted together. Where an issue may affect the Unitholders of a particular series in a manner that is materially different from another series, only Unitholders of those series to which such business is relevant will be entitled to vote and such Units will be voted separately as a series.

Many of the provisions of the BCBCA respecting the governance and management of a corporation have been incorporated in the Declaration of Trust. For example, the management of the business and affairs of the Trust resides with the Trustees and the Manager, which have generally similar duties under the Declaration of Trust to that of directors of a BCBCA corporation. In addition, Unitholders are entitled to exercise voting rights in certain circumstances in respect of their Units in a manner comparable to non-voting shareholders of a BCBCA corporation.

However, unlike a BCBCA corporation, the Trustee will not be elected by Unitholders but rather will be appointed and replaced by the Manager. Further, unlike a BCBCA corporation, Unitholders do not have the right to appoint the Trust’s auditor; rather such right is held by the Trustees and/or Manager.

The Declaration of Trust also includes provisions modeled after comparable provisions of the BCBCA dealing with the calling and holding of meetings of Unitholders and the right of Unitholders to participate in the decision-making process where certain fundamental actions are proposed to be undertaken. The matters in respect of which Unitholder approval is required under the Declaration of Trust are generally less extensive than the rights conferred on the shareholders of a BCBCA corporation. Certain of those Unitholder approval rights may be supplemented by provisions of applicable securities laws.

Other than as described in the Declaration of Trust, Unitholders do not have recourse to a dissent right under which shareholders of a BCBCA corporation are entitled to receive the fair value of their shares where certain fundamental changes affecting the corporation are undertaken, such as an amalgamation, a continuance under the laws of another jurisdiction, the sale of all or substantially all of its property, a going private transaction or the addition, change or removal of provisions restricting: (a) the business or businesses that the corporation can carry on; or (b) the issue, transfer or ownership of shares.

Unitholders do not have recourse to the statutory oppression remedy that is available to shareholders of a BCBCA corporation where the corporation undertakes actions that are oppressive, unfairly prejudicial or disregard the interests of security holders and certain other parties. Shareholders of a BCBCA corporation may also apply to a court to order the liquidation and dissolution of the corporation in those circumstances, whereas only the Manager may terminate and dissolve the Trust. Shareholders of a BCBCA corporation may also apply to a court for the appointment of an inspector to investigate the manner in which the business of the corporation and its affiliates is being carried on where there is reason to believe that fraudulent, dishonest or oppressive conduct has occurred. The BCBCA also permits shareholders to bring or intervene in derivative actions in the name of the corporation or any of its Subsidiaries, with the leave of a court. The Declaration of Trust does not include a comparable right of Unitholders to commence or participate in legal proceedings with respect to the Trust.

For further information on terms contained in the Declaration of Trust which affect the rights of Unitholders, including provisions regarding activities of the Trust, the Trustees and amendments to the Declaration of Trust, see “Item 2.8.1 – Declaration of Trust”. For information with respect to the terms of the Declaration of Trust regarding the transfer of Units, see “Item 5.6 – Transfers of Units”. For information regarding distributions by the Trust to Unitholders, see “Item 5.8 – Cash Distributions”.

5.8 Cash Distributions

5.8.1. Funds Flow from the Properties to the Trust

The Trust is a Limited Partner of the Partnership. This structure allows the Trust, through the Partnership, to be allocated net income (loss) derived from the investment in the portfolio of any Properties owned by the Partnership.

The ability of the Trust to make cash distributions will depend on its receipt of Distributable Cash from the Partnership. The Partnership’s ability to make cash distributions will depend on the operations of the Properties and will be subject to various factors, including those referenced in “Item 10 - Risk Factors”.

Upon the determination of the General Partner, the Partnership will distribute the Distributable Cash, as determined by the General Partner, to its Partners including the Trust, in accordance with the Partnership Agreement, following the end of the relevant Distribution Period, to the extent available, less any tax required to be withheld, as at the applicable Distribution Date in accordance with the Partnership Agreement. See “Item 2.8.2 – Partnership Agreement – Distributions”.

It is anticipated that the Trust will in turn, distribute the Distributable Cash received from the Partnership to the Unitholders, although there is no assurance that any such distributions will occur. In addition, on an annual basis, the net income or loss of the Partnership for each Fiscal Year will be allocated between the General Partner and the Limited Partners and among the Limited Partners by the General Partner and credited (or charged) to their capital accounts.

5.8.2. Distributions to Unitholders

The Trust intends to target annual distributions equal to 4-6% yield per Unit for Series A Units and for Series F Units, commencing once the Trust has completed its first four full quarters of operations.

The Trust generally intends to make cash distributions on a quarterly basis to Unitholders of record on the last day of each quarter. The cash distributions may be a return of capital, a distribution of income or a combination thereof, at the discretion of the Manager.

All Units of a particular series are entitled to participate pro-rata with other Units of the same series with respect to payments or distributions made by the Trust to the Unitholders of that series. Each series will be subject to different fees charged at the Trust level and, as a result, the distributions to each series will differ over time.

Distributions to Unitholders for a year will be deemed to have been paid:

(a) firstly, to the extent the Trust has realized capital gains for the year, from such net realized capital gains;

(b) secondly, to the extent the total of such distributions exceeds the amount designated under subparagraph (a) above, from the Trust’s net income in excess of the taxable portion of the Trust’s net realized capital gains for the year; and

(c) thirdly, to the extent the total of such distributions exceeds the total of the amounts designated under (a) and (b) above, from amounts other than net income.

Distributions to Unitholders will be paid in cash by electronic funds transfer (in such case, upon the transfer directions provided by the Unitholder, with any fee for such funds transfer to be borne by the Trust) or by cheque drawn on the Trust’s bankers or one of them to the order of the Unitholder and mailed by ordinary mail, postage prepaid, to such Unitholder at their last address appearing on the register of Unitholders on or before the 15th day following such Distribution Payment Date.

The Manager has the discretion to suspend distributions at any time and there is no assurance that a distribution will be paid each quarter. Distributions are not guaranteed or assured. The ability of the Trust to distribute cash and the actual amount distributed depends on the operations of the Properties and will be subject to various risk factors.

In respect of each Fiscal Year of the Trust, the Manager will cause the Trust to allocate to the Unitholders not less than such amount of income (in respect of the taxable income and net realized capital gains, if any, of the Trust for such year) as is necessary to ensure that the Trust will not be liable for ordinary income taxes under the Tax Act in such year. In this regard, the Trust intends to distribute cash to Unitholders that, to the extent possible, matches the income allocated to Unitholders. However, if the Trust does not have sufficient cash to distribute in respect of such income, then Unitholders would receive an income allocation through a distribution of Units to the extent necessary to ensure that the Trust does not have an income tax liability under Part I of the Tax Act, which would result in Unitholders receiving an income allocation without a corresponding cash distribution. Unless the Trustees determine otherwise, immediately after any pro-rata distribution of these additional Units, the number of outstanding Units will be consolidated such that each Unitholder will hold after the consolidation the same number of Units as the Unitholder held before the non-cash distribution, except where tax was required to be withheld in respect of the Unitholder’s share of the distribution.

Notwithstanding the foregoing, the Trust has established the DRIP, which is a distribution reinvestment plan for the purposes of offering Eligible Holders a convenient method to reinvest distributions on Units declared and payable to them. Unitholders may elect to receive a distribution (or future distributions), partially in cash and

partially in Units, or wholly in Units in accordance with the DRIP, which will be subject to the requirements of applicable securities legislation. See “Item 5.8.4 – Distribution Reinvestment Plan”.

If, on a Distribution Payment Date, the Trust does not have cash in an amount sufficient to pay the cash distribution to be made on such Distribution Payment Date, the Manager may, in its discretion, cause the Trust or the Partnership to borrow sufficient funds from third parties, including the Manager, on such terms as it deems appropriate to permit such distribution to be made in cash. If it determines that it is not in the best interests of the Trust and Unitholders to borrow funds to make the cash distributions, the distribution payable to the Unitholders on such Distribution Payment Date may, at the option of the Manager, include a distribution of additional Units having a value equal to the cash shortfall, all in accordance with the Declaration of Trust.

The return on an investment in the Units is not comparable to the return on an investment in fixed income securities. Cash distributions to Unitholders are not guaranteed and are not fixed obligations of the Trust. Any receipt of cash distributions by a Unitholder is at any time subject to the terms of the Declaration of Trust. Any anticipated return on investment is based upon many performance assumptions. Although the Trust intends to distribute distributable cash to Unitholders, cash distributions may be reduced or suspended at any time and from time to time. The ability of the Trust to make cash distributions and the actual amount distributed depends on the operations of the portfolio of Properties held and acquired by the Partnerships and will be subject to various factors including those referenced in “Item 10 - Risk Factors”. The value of the Units may decline if the Trust is unable to meet its cash distribution targets in the future and that decline may be significant.

5.8.3. Prior Distributions to Unitholders

The Trust has not paid any distributions since its inception.

The Trust intends to distribute excess cash to Unitholders. The Trust also intends to distribute a sufficient amount of its net income and net realized capital gains, if any, each taxation year to Unitholders so the Trust is not subject to ordinary income tax imposed under Part I of the Tax Act. Such annual distributions to Unitholders, if any, will be generally distributed by the Trust to the Unitholders pro rata based on their respective Series Trading NAV per Unit. To the extent that such annual distributions have not been paid in cash, such annual distributions will automatically be reinvested in additional Units. Immediately following such reinvestment, the number of Units outstanding will be automatically consolidated so that the Series Trading NAV per Unit after the reinvestment will be the same as it was immediately before the amount became due and payable by the Trust (assuming that no tax was required to be withheld from the distribution).

5.8.4. Distribution Reinvestment Plan

The Trust will establish the DRIP, which is a distribution reinvestment plan for the purposes of offering investors a convenient method to reinvest distributions on Units declared and payable to them.

Features

Under the DRIP, a Participant may purchase additional Units at a discount of 2% of the Series Trading NAV per Unit of the same series with the cash distributions paid on the Eligible Units which are registered in the name of the Registered Participant or held in a non-Registered Participant’s account maintained pursuant to the DRIP. The price at which Units will be issued from treasury under the DRIP will be calculated by reference to the DRIP Unit Price. No commissions, service charges or brokerage fees are payable by Participants in connection with the DRIP.

The Manager will determine the number of Units available to be issued under the DRIP at any time.

Participation and Enrolment in the DRIP

Provisions of the DRIP apply to all Participants but are subject to the administrative practices and requirements of intermediaries through whom Units are held by Non-Registered Unitholders. Those administrative practices and requirements may vary, and Non-Registered Unitholders should contact their intermediary to determine the requirements of such intermediary regarding participation in the DRIP.

In order to be eligible to participate in the DRIP, a holder must be an Eligible Holder. An Eligible Holder who is a registered holder of Units of record may enroll in the DRIP at any time by duly completing and returning a DRIP Enrollment Form to the Manager by close of business on the fifth Business Day prior to a Distribution Record Date for it to be effective on such Distribution Payment Date (or such shorter period accepted by the Manager in its discretion). Any DRIP Enrollment Form received after such time will be applied to the next applicable Distribution Record Date.

Eligible Holders who are Non-Registered Unitholders may request enrolment in the DRIP through such broker or investment dealer. Once a Participant has enrolled in the DRIP, participation continues automatically unless terminated in accordance with the terms of the DRIP.

Once a Participant is enrolled, on each Distribution Payment Date, the Manager, on behalf of the Trust, will promptly pay to the account of the Participant, all cash distributions paid on their Units, which will be immediately applied to purchase additional Units from treasury (with no action upon the part of the Unitholder) at the then applicable DRIP Unit Price as determined by the Manager. The Trust will retain such portion of the cash concurrently with the issuance of additional Units from treasury to the Participants.

Upon ceasing to be a resident of Canada, a Participant will forthwith notify the Trust of same. Non-residents of Canada are subject to withholding on any units issued under the DRIP. See “Item 5.8.4 – Distribution Reinvestment Plan – Price of Units”.

A DRIP Enrolment Form may be obtained from the Manager any time upon a written request addressed to the Manager.

No interest will be paid to Participants on any funds held for investment under the DRIP.

Transfer of Participation Rights

The right to participate in the DRIP may not be transferred by a Participant.

Termination of Participation

Participation in the DRIP may be terminated by a Registered Participant once per calendar year, by providing notice to the Manager. Non-Registered Participants can terminate their participation in the DRIP by notifying the broker or other investment dealer with whom they hold their Units. In either case, notice must be received at least 30 days in advance of the next Distribution Payment Date. If the notice of termination is received after such date, then termination of the Participant’s participation in the DRIP will be effective in respect of the Distribution Payment Date of the following quarter. The Manager may, at its discretion, waive the notice period requirement.

After termination of participation in the DRIP, all subsequent distributions will be paid to the former Participant in cash rather than Units. Termination by a Participant will not prevent such Unitholder from participating in the DRIP again at a later date.

Amendment, Suspension or Termination of the DRIP

The Manager reserves the right to amend, suspend or terminate the DRIP at any time, but such action will have no retroactive effect that would prejudice the interest of the Participants. Participants will be sent written notice of any such amendment, suspension or termination.

In the event of suspension or termination of the DRIP by the Manager, no investment in additional Units on behalf of Participants will be made on the Distribution Payment Date immediately following the effective date of such suspension or termination. Any Unit distribution subject to the DRIP and paid after the effective date of any such suspension or termination will be remitted by the Manager to the Participants in cash only, in the usual manner.

Rules and Regulations

The Manager may from time to time adopt rules and regulations to facilitate the administration of the DRIP. The Manager also reserves the right to regulate and interpret the DRIP as it deems necessary or desirable to ensure the efficient and equitable operation of the DRIP.

Proration in Certain Events

The Manager reserves the right to determine, promptly following each Distribution Record Date, the amount of new equity, if any, to be made available under the DRIP on the Distribution Payment Date to which such record date relates. No assurances can be made that new Units will be made available under the DRIP on a regular basis, or at all.

If on any Distribution Payment Date the Manager determines not to issue any equity through the DRIP, or the availability of new Units is prorated in accordance with the terms of the DRIP, or for any other reason a distribution cannot be reinvested under the DRIP, in whole or in part, then Participants will be entitled to receive from the Trust the full amount of the regular distribution for each Unit in respect of which the distribution is payable but cannot be reinvested under the DRIP in accordance with the applicable election.

Price of Units

On each Distribution Payment Date, the Trust will promptly pay to the account of the Participants, all cash distributions paid on their Units, less any applicable withholding tax, which will be immediately applied to purchase additional Units from treasury (with no action upon the part of the Unitholder) at the then applicable DRIP Unit Price as determined by the Manager. The Trust will retain such portion of the cash concurrently with the issuance of additional Units from treasury to the Participants.

Non-residents that participate in the DRIP in the Trust are subject to Canadian withholding tax. As a result, the number of Units issued to a non-resident of Canada under the DRIP will be reduced by an amount necessary so that the Trust can withhold and remit the appropriate amount of withholding tax to the applicable tax authorities. For example, if the withholding tax is 25% for an investor, that investor would expect to receive an approximate reduction in the DRIP Units equal to 25% as compared to an investor that is a Canadian resident. Investors should contact their own tax advisers regarding withholding tax matters.

Costs

Other than Trailer Fees that may be payable, there will not be any commissions, service charges or brokerage fees payable in connection with the issuance of Units under the DRIP. All administrative costs of the DRIP will be borne by the Partnership on behalf of the Trust.

No Certificates

Units purchased under the DRIP will be issued to the Participants by the Trust and evidenced on the Trust’s register of Units. Certificates for such Units will not be issued to Participants unless specifically requested in writing and approved by the Trust.

Withdrawals

Registered Participants:

A Participant that is a registered holder of Units may request a certificate for any number of Units held by the Participant without terminating participation in the DRIP in writing from the Trust. Normally, a certificate will be sent to a Participant within three weeks of receipt by the Trust of a Participant’s request. Any remaining Units will continue to be held for the Participant’s account under the DRIP.

Non-Registered Unitholders:

Unitholders who have enrolled in the DRIP should contact their intermediary to determine the procedures for withdrawing their participation in the DRIP.

Responsibilities of the Trust

The Trust will not be liable for any act, or any omission to act, in connection with the operation of the DRIP including, without limitation, any claims for liability:

(a) relating to the prices at which Units are purchased or sold for the Participant’s account and the times such purchases are made;

(b) arising out of failure to terminate or of a nominee’s failure to terminate, a Participant’s participation in the DRIP upon such Participant’s death;

(c) arising in connection with income taxes (together with any applicable interest and/or penalties) payable by Participants in connection with their participation in the DRIP; or

(d) relating to decisions by the Trust to raise or not raise equity through the DRIP in any given Distribution Period, or the amount of equity raised, if any.

Participants should recognize that the Trust cannot assure a profit or protection against a loss on the Units purchased or sold under the DRIP.

Compliance with Laws

The implementation and operation of the DRIP are subject to compliance with all applicable legal requirements, including obtaining all appropriate regulatory approvals and exemptions from registration and prospectus requirements. The Trust may limit the Units issuable under the DRIP in connection with discretionary exemptive relief relating to the DRIP granted by any securities regulatory authority.

Notices

All notices required to be given under the DRIP will be sent to a Participant at the address shown on the records of the Trust or at a more recent address as furnished by the Participant or the Participant’s investment dealer, as the case may be. Notices to the Trust will be sent to its head office or by e-mail as set out on the face page of this

Offering Memorandum.

5.9 Subscription Procedure

Subscriptions for Units may be placed by investors through registered dealers in the Offering jurisdictions, as may be required or permitted by applicable securities laws. There are no sales commissions or trailer fees applicable to an investment in Series F Units, other than fees payable by an investor directly to their dealer or adviser.

Prospective investors who wish to subscribe for Units must complete, execute and deliver to the Manager or its agent, the Subscription Agreement that accompanies this Offering Memorandum, including all applicable exhibits and/or schedules, and tender the minimum subscription amount in a manner acceptable to the Manager. The minimum subscription amount is as follows:

Series	Min. Subscription
A	$10,000
F	$50,000

The Manager may waive the minimum subscription amount in its discretion.

Subscriptions will generally be processed on the first Business Day of each month and on such other days as the Manager may permit. A fully completed Subscription Agreement and subscription proceeds must be received by the Manager no later than 5 p.m. (Vancouver time) at least 2 Business Days prior to the relevant Closing in order for the subscription to be accepted as at that date; otherwise, subject to the discretion of the Manager, the subscription will be processed as at the next Closing. Funds received before a Closing will be held in a segregated account in trust for the investor.

The Trust has established a DRIP that provides for the automatic reinvestment of distributions into Units. If you want to register in the DRIP you may do so at the time of your subscription for Units or at a later time. See "Item 5.8.4 – Distribution Reinvestment Plan" for further information.

Subject to the rights of rescission (if any) described in "Item 13 - Purchasers' Rights", your subscription, as evidenced by your completed and executed Subscription Agreement delivered to the Manager, is irrevocable. No prospective investor has any right to withdraw his or her subscription for Units unless the Manager terminates the Offering or does not accept the subscription.

The Offering price per Unit is such price as the Manager may determine from time to time based on the Series Trading NAV per Unit, as adjusted in accordance with the Valuation Policy and subject to any discount or premium determined appropriate by the Manager in its discretion. See "Item 5.2 - Determination of Trading NAV and Pricing of the Units".

All subscriptions for Units, in whole or in part, are subject to acceptance or rejection by the Manager in its discretion. All subscriptions for Units are to be forwarded by dealers, without charge, the same day that they are received, to the Manager. The decision to accept or reject any subscription for Units, in whole or in part, will be made promptly. In the event that a subscription for Units, in whole or in part, is rejected, any such subscription funds received with the subscription will be returned forthwith to the subscriber without interest or deduction. No subscription for Units will be accepted from a purchaser unless the Manager is satisfied that the subscription is in compliance with the requirements of applicable securities legislation.

In the case of acceptance, following the valuation made on the then next Valuation Date, the Manager will advise the record keeper of the Trust forthwith who will then forward a notice to the subscriber indicating the number of Units and fractions thereof, if any, purchased by such subscriber.

An investor will become a Unitholder following the acceptance of a Subscription Agreement by the Manager on behalf of the Trust and the issuance of Units to such investor.

ITEM 6 - REPURCHASE REQUESTS

No securities have been requested for redemption since inception of the Trust.

ITEM 7 - CERTAIN DIVIDENDS OR DISTRIBUTIONS

The Trust has not, since inception, paid any distributions.

ITEM 8 - INCOME TAX CONSEQUENCES AND RRSP ELIGIBILITY

8.1 Income Tax Consequences Relating to the Trust

You should consult your own professional advisors to obtain advice on the income tax consequences that apply to you. All investors will be responsible for the preparation and filing of their own tax returns in respect of this investment.

In the opinion of Lawson Lundell LLP (“Counsel”), the following summary fairly presents certain Canadian federal income tax considerations under the Tax Act, as of the date hereof, generally applicable to a person who, as beneficial owner, acquires, holds and disposes of Units in accordance with this Offering Memorandum and who, for the purposes of the Tax Act and at all relevant times: (a) is, or is deemed to be, a resident of Canada; (b) deals at arm’s length with the Trust; (c) is not affiliated with the Trust; and (d) holds the Units as capital property (for the purposes of this section 8.1, a “Unitholder”).

Units will generally be considered to be capital property unless the Unitholder acquires or holds the Units in the course of carrying on a business or is engaged in an adventure in the nature of trade with respect to the Units. Certain Unitholders (other than certain traders or dealers in securities) who are resident in Canada for the purposes of the Tax Act and whose Units might not otherwise qualify as capital property may be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their Units (provided that the Trust is a “mutual fund trust” for the purposes of the Tax Act), and any other “Canadian security” (as defined in the Tax Act), owned or subsequently acquired by them, deemed to be capital property for the purposes of the Tax Act. Unitholders contemplating making such an election should first consult with their own tax advisors.

This summary is not applicable to a Unitholder: (a) that is a “financial institution”, as defined in subsection 142.2(1) of the Tax Act for the purpose of the mark-to-market rules; (b) that is a “specified financial institution” as defined in subsection 248(1) of the Tax Act; (c) an interest in which is a “tax shelter” as defined in subsection 237.1(1) of the Tax Act or a “tax shelter investment” as defined in subsection 143.2(1) of the Tax Act; (d) that reports its “Canadian tax results” (as defined in subsection 261(1) of the Tax Act) in a currency other than Canadian currency; (e) who has entered into or will enter into, in respect of the Units, a “derivative forward agreement” or a “synthetic disposition arrangement” (each as defined in subsection 248(1) the Tax Act); (f) that is a partnership; or (g) that is exempt from tax under Part I of the Tax Act (except for the limited discussion under the heading “Registered Plans”). This summary does not address tax considerations of Unitholders borrowing money to acquire Units. All such Unitholders should consult their own tax advisors to determine the tax consequences to them of the acquisition, holding and disposition of the Units acquired pursuant to this Offering Memorandum.

This summary is based on the facts set out in this Offering Memorandum and in a certificate provided to Counsel by an officer of the Manager, the current provisions of the Tax Act and the regulations issued thereunder (the “Regulations”), all specific proposals for specific amendments to the Tax Act and the Regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and

Counsel’s understanding of the current administrative practices and assessing policies of the Canada Revenue Agency (“CRA”) made publicly available prior to the date hereof. This summary assumes that all Proposed Amendments will be enacted in the form proposed. Except for the Proposed Amendments, this summary does not consider or anticipate any changes in law, whether by legislative, administrative or judicial action or decision, nor does it consider provincial, territorial or foreign income tax considerations, which may be different from the Canadian federal income tax considerations discussed below. No advance tax ruling has been sought or obtained by the Trust with respect to any of the matters discussed herein.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations. This summary is not intended to be, nor should it be construed to be, legal or tax advice or representations to any particular investor. Each investor should seek independent advice regarding the tax consequences of investing in Units, based on the investor’s own particular circumstances.

This summary does not address any Canadian federal income tax considerations applicable to Non-Residents. Any Non-Resident Unitholders should consult their own tax advisors regarding the tax consequences of acquiring and holding Units. All distributions to Non-Residents will be net of any applicable withholding taxes.

Status of the Trust

This summary assumes that the Trust will qualify as a “mutual fund trust” under the Tax Act at all material times and that the Trust has validly elected under the Tax Act to be a mutual fund trust from the date it was established. To qualify as a mutual fund trust, the Trust must, be a “unit trust” resident in Canada, and;

(a) it must restrict its undertaking to:

i. the investing of its funds in property (other than real property or an interest in real property);
ii. the acquiring, holding, maintaining, improving, leasing or managing of any real property (or interest in real property) that is capital property of the Trust; or
iii. any combination of the activities described in (i) and (ii); and

(b) the Trust must comply with certain prescribed requirements, including that:

i. the trust units be “qualified for distribution to the public”; and
ii. at all relevant times there must be no fewer than 150 beneficiaries of the trust, each of whom holds at least one block of trust units (in this case at least 100 Units) having an aggregate Fair Market Value of not less than $500.

If the Trust were not to qualify as a mutual fund trust, the income tax consequences would differ materially from those described below.

The SIFT Rules

The Tax Act contains rules regarding the taxation of certain flow-through entities, including certain mutual fund trusts and partnerships, referred to as “specified investment flow-through entities”, and the distributions from such entities (the “SIFT Rules”).

The SIFT Rules apply to Canadian resident trusts that hold one or more “non-portfolio properties”, the “investments” in which are listed or traded on a stock exchange or other “public market”, in each case as defined in subsection 122.1(1) of the Tax Act (a “SIFT Trust”). A SIFT Trust is generally subject to tax on its “non-

"portfolio earnings" (as defined in subsection 122.1(1) of the Tax Act), to the extent that such earnings are distributed to unit holders of the SIFT Trust, at a rate comparable to the combined federal and provincial corporate income tax rate (the "SIFT Tax"). Distributions to a unit holder from a SIFT Trust which are attributable to the SIFT Trust's non-portfolio earnings are non-deductible under subsection 104(6) of the Tax Act in computing the SIFT Trust's income and must also be included in the unit holder's income as though it were a taxable dividend from a "taxable Canadian corporation" (as defined in subsection 89(1) of the Tax Act), subject to the application of the detailed provisions of the Tax Act. A SIFT Trust's non-portfolio earnings for a taxation year generally includes income from carrying on business in Canada and income (other than taxable dividends) from, or net taxable capital gains realized on, non-portfolio properties in the taxation year.

Provided that no Units or other investments in the Trust are listed or traded on any stock exchange or public market, within the meaning thereof in subsection 122.1(1) of the Tax Act, the Trust should not be a SIFT Trust and thus should not be subject to the SIFT Tax. If the Trust becomes a SIFT Trust and liable for the SIFT Tax, the Canadian federal income tax considerations will be materially different from those described in this summary.

The remainder of this summary assumes that no Units or other interests in the Trust will be listed or traded on any stock exchange or other public market and, accordingly, the Trust will not be a SIFT Trust. However, there can be no assurance that subsequent investments or activities undertaken by the Trust will not result in the Trust becoming a SIFT Trust subject to the SIFT Rules.

Taxation of the Trust

The Trust is subject to tax under Part I of the Tax Act on its income in each taxation year, including net realized taxable capital gains, dividends and interest received or receivable, less the portion thereof that is paid or payable in the year to Unitholders and which is deducted by the Trust in computing its income for the purposes of the Tax Act. An amount will be considered to be payable to a Unitholder in a taxation year if it is paid in the year by the Trust or such Unitholder is entitled in that year to enforce payment of the amount.

In general, the Trust will be required to include in computing its income or loss for tax purposes each year its share of the income or loss of the Partnership for that year, computed as if the Partnership were a separate person resident in Canada. The Partnership will generally not be liable for income tax under the Tax Act. Earnings of the Partnership may consist of ordinary income, capital gains and capital losses. Generally, the Trust will also realize capital gains and losses when it disposes of interests in the Partnership to the extent that the proceeds received exceed or are less than the adjusted cost base of the interest.

The Trust will generally not be subject to tax on any amounts received as distributions from the Partnership. Generally, distributions to the Trust from the Partnership will result in a reduction of the adjusted cost base of the Trust's Class A LP Units and Class F LP Units by the amount of such distribution. Income allocated to the Trust from the Partnership for a fiscal period of the Partnership will generally increase the adjusted cost base of the Trust's interest in the Partnership, and losses allocated to the Trust from the Partnership which are not limited by the application of the "at-risk" rules in the Tax Act will generally reduce the adjusted cost base of the Trust's interest in the Partnership, at the beginning of the immediately following fiscal period. If the Trust's adjusted cost base of its interest in the Partnership becomes a negative amount, the Trust should be deemed to realize a capital gain equal to such negative amount and the Trust's adjusted cost base of its interest of the Partnership will be increased to nil.

In each year, the Manager intends to cause the Trust to distribute to its Unitholders such amount of its net income and net realized capital gains such that it should generally not be liable for tax under Part I of the Tax Act after considering any capital gains refunds and loss carry forward balances. However, there can be no assurance that the Manager will not adopt a different approach.

All of the Trust’s deductible expenses, including expenses common to all series of Units of the Trust and management fees and other expenses specific to a particular series of the Trust, will be considered in determining the income or loss of the Trust as a whole. In certain circumstances, losses of the Trust may be suspended or restricted, and therefore would not be available to shelter capital gains or income.

On June 20, 2024, the Tax Act was amended to limit the deductibility of interest and financing expenses in certain circumstances, including the computation of income or loss for the purposes of the Tax Act (the “EIFEL Rules”). The EIFEL Rules are effective for taxation years beginning on or after October 1, 2023, and if they apply, the amount of interest and financing expenses otherwise deductible by the Partnership may be reduced and the taxable component of distributions by the Trust to Unitholders may be increased accordingly. The EIFEL Rules and their application are highly complex, and there can be no assurances that the EIFEL Rules will not have adverse tax consequences to the Trust or the Unitholders.

The Trust will generally 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 that taxation year arising in connection with the redemption of Units.

Taxation of Unitholders

A Unitholder will generally be required to include in computing the Unitholder’s income for a particular taxation year, as income from property, the portion of the Net Income of the Trust, including taxable dividends and net realized taxable capital gains, that is paid or payable to the Unitholder in that taxation year, whether that amount is paid or payable in cash, additional Units, LP Notes or otherwise. Accordingly, a Unitholder’s allocation of income for the purposes of the Tax Act in a particular year may exceed the amount of cash distributions received by such Unitholder. Any loss of the Trust cannot be allocated to or treated as a loss to a Unitholder.

Provided that appropriate designations are made by the Trust, certain types of income of the Trust from certain sources are deemed to have been received by a Unitholder as income from such sources, so that such income generally retains its character for tax purposes in the hands of the Unitholder. Sources of income that may be so designated include taxable dividends from taxable Canadian corporations, net taxable capital gains and income from foreign sources.

In the event that the Trust directly or indirectly acquires non-Canadian assets, the Trust may be in receipt of income from foreign sources, which may include interest and dividends received in respect of securities of foreign corporations directly or indirectly held by the Trust. Generally, the gross amount of income, including dividends from foreign sources, allocated to a Unitholder will be included in the Unitholder’s income. However, any such dividends will not be subject to the gross-up and dividend tax credit rules in the Tax Act that ordinarily apply to dividends received from corporations resident in Canada. Generally, a Unitholder will be entitled to the benefit, if any, of any foreign tax credit or deduction referable to certain foreign-source income designated to the Unitholder. Whether any such foreign tax credit or deduction will be useful to a particular Unitholder will depend upon various factors, including the investments made by the Trust and the character of the particular Unitholder’s foreign source income.

The non-taxable portion of net realized capital gains of the Trust that is paid or payable to a Unitholder in a taxation year generally will not be included in computing the Unitholder’s income for the year and will not reduce the adjusted cost base of the Unitholder’s Units. Any other amount (other than as proceeds of disposition in respect of the redemption of a Unit) in excess of the Net Income of the Trust that is paid or payable by the Trust to a Unitholder in a year will generally not be included in the Unitholder’s income for the year. However, where any such other amount is paid or payable to a Unitholder (other than as proceeds of disposition of Units) the adjusted cost base of the Units held by such Unitholder will be reduced by such amount. To the extent that the adjusted

cost base to a Unitholder of a Unit is less than zero at any time in a taxation year, such negative amount will be deemed to be a capital gain of the Unitholder from the disposition of the Unit in that year, and immediately thereafter the amount of such capital gain will be added to the adjusted cost base of such Unit.

A person who acquires a Unit during a particular taxation year of the Trust may become taxable on a portion of the Net Income of the Trust that is accrued or realized by the Trust in a period before the time the Unit was acquired but which was not paid or made payable to Unitholders until the end of the period and after the time the Unit was acquired. 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 by the Trust at year end and after the time the Unit was purchased by the Unitholder.

On a disposition or deemed disposition of a Unit, a Unitholder will generally realize a capital gain (or a capital loss) equal to the amount by which the Unitholder's proceeds of disposition (excluding any amount payable by the Trust which represents an amount that must otherwise be included in the Unitholder's income, as described herein, including any capital gain or income realized by the Trust in connection with a redemption which the Trust has designated to the redeeming Unitholder), are greater (or less) than the total of: (a) the adjusted cost base, as defined in the Tax Act, to the Unitholder of the Unit immediately before the disposition or deemed disposition; and (b) the Unitholder's reasonable costs of disposition. The taxation of capital gains and capital losses is described below under the heading "Taxation of Capital Gains and Capital Losses".

The adjusted cost base to a Unitholder of a Unit received as a result of a subscription pursuant to this Offering Memorandum will be the subscription price of such Unit, with certain adjustments provided for under the Tax Act. The adjusted cost base to a Unitholder of a Unit issued as a non-cash distribution of income will generally be equal to the amount of such income. A Unitholder will generally be required to average the cost of all newly acquired Units with the adjusted cost base of all other Units held by the Unitholder as capital property in order to determine the adjusted cost base of the Unitholder's Units at any particular time. The adjusted cost base of Units disposed of is based on such average calculation immediately prior to the disposition.

Where the Trust redeems Units by distributing in specie Trust Property through the distribution of LP Notes or other property of the Trust to a Unitholder, the proceeds of disposition to the redeeming Unitholder will be equal to the Fair Market Value of the LP Notes or other property of the Trust so distributed, less any capital gain realized by the Trust in connection with such redemption to the extent the Trust designates such capital gain to the redeeming Unitholder. The cost of any LP Notes or other property distributed in specie by the Trust to a Unitholder upon the redemption of the Units will be equal to the Fair Market Value of that property at the time of distribution. The Unitholder will thereafter be required to include in income any interest or other income derived from the LP Notes or other property, in accordance with the provisions of the Tax Act.

Taxation of Capital Gains and Losses

Under the current law, a Unitholder must include in income for a taxation year one-half of any capital gain (a "taxable capital gain") realized by such Unitholder on a disposition or deemed disposition of a Unit in the year, and the amount of any net taxable capital gains designated by the Trust to a Unitholder in the year. The Unitholder must deduct one-half of the amount of any capital loss ("allowable capital loss") realized by the Unitholder in a taxation year on the disposition or deemed disposition of a Unit against the Unitholder's taxable capital gains for the year. Allowable capital losses in excess of taxable capital gains realized by the Unitholder in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted against net taxable capital gains in any subsequent year, subject to the detailed provisions in the Tax Act.

Under the current law, the amount of any capital loss otherwise realized by a Unitholder that is a corporation or a trust (other than a mutual fund trust) on the disposition or deemed disposition of a Unit may be reduced by the amount of any dividends received or deemed to have been received by the Trust and designated to the Unitholder, except to the extent that a loss on a previous disposition of a Unit has been reduced by such amount, all subject to

the detailed provisions of the Tax Act. Unitholders to whom these rules may be relevant should consult their own tax advisors.

Capital Gains Inclusion Amendments

For capital gains realized on or after January 1, 2026, Proposed Amendments in the Notice of Ways and Means Motion tabled in Parliament on September 23, 2024 (the “Capital Gains Amendments”) would generally increase the capital gains inclusion rate from one-half to two-thirds for corporations and trusts (including the Trust) and from one-half to two-thirds for individuals on the portion of capital gains realized, including capital gains realized indirectly through a trust (including the Trust) or partnership, in a taxation year that exceeds $250,000. Under the Capital Gains Amendments, two-thirds of capital losses (whether realized before or after January 1, 2026) will be deductible against capital gains included in income at the two-thirds inclusion rate such that a capital loss will offset an equivalent capital gain regardless of the inclusion rate.

On March 21, 2025 the Prime Minister of Canada announced that the Government of Canada would cancel the proposed increase in the capital gains inclusion rate. On March 23, 2025, the Governor General of Canada, on behalf of King Charles III, dissolved Parliament. The dissolution of Parliament definitively resulted in the termination of the Notice of Ways and Means Motion tabled in Parliament on September 23, 2025.

While it is open to the new government formed after the federal election on April 28, 2025 to re-introduce the increased capital gains inclusion rate in a future Notice of Ways and Means Motion, the current Prime Minister of Canada has stated publicly that he will not do so.

Unitholders should consult their own tax advisors to determine whether any future changes in the capital gains inclusion rate would affect them in their particular circumstances.

Refundable Tax

A Unitholder that is a Canadian-controlled private corporation, as defined in the Tax Act, or at any time in the year a “substantive CCPC”, as defined in the Tax Act, will generally be subject to a refundable tax in respect of its aggregate investment income for the year, which may include certain income and capital gains distributed to the Unitholder by the Trust and any capital gains realized on a disposition of Units. Unitholders are advised to consult their own tax advisors in this regard.

Minimum Tax

A Unitholder who is an individual or trust (other than certain specified trusts) may have an increased liability for alternative minimum tax as a result of capital gains realized on a disposition of Units and any Net Income of the Trust that is paid or payable, or deemed to be paid or payable, to the Unitholder and that is designated as a taxable dividend or net taxable capital gain.

Legislation implementing significant changes to the alternative minimum tax (the “AMT Amendments”) was enacted on June 20, 2024. The AMT Amendments apply to taxation years beginning after December 31, 2023.

Any additional tax payable by an individual under the minimum tax provisions may be carried forward and applied against certain tax otherwise payable in any of the seven immediately following taxation years; however, this carry forward amount will only be creditable in a particular year to the extent that the individual's tax payable for the year, calculated without reference to the minimum tax provisions, exceeds the tax payable under the minimum tax provisions for the year.

Unitholders should obtain independent advice from a tax advisor on the changes to the federal alternative minimum tax and the consequences to the provincial minimum tax counterparts.

Registered Plans

Provided that the Trust qualifies as a “mutual fund trust” for the purposes of the Tax Act at all times, based on the current provisions of the Tax Act, Units will be qualified investments under the Tax Act for a trust governed by a registered retirement savings plan (“RRSP”), registered retirement income fund (“RRIF”), deferred profit sharing plan, registered education savings plan (“RESP”), registered disability savings plan (“RDSP”), a tax-free savings account (“TFSA”), or a first home savings account (“FHSA”) (collectively, “Registered Plans”), provided that the Trust at all relevant times qualifies as a “mutual fund trust” for the purposes of the Tax Act. There can be no certainty that the Trust’s will meet or continue to meet the requirements to be a mutual fund trust.

Notwithstanding the foregoing, if the Units are a “prohibited investment” for a particular RRSP, RRIF, RESP, RDSP, TFSA, or FHSA for the purposes of the Tax Act, the holder of the TFSA, FHSA or RDSP, the subscriber of an RESP or the annuitant of an RRSP or RRIF, as the case may be, will be subject to a penalty tax under the Tax Act. The Units will generally not be a “prohibited investment” (as defined in subsection 207.01(1) of the Tax Act) for a RRSP, RRIF, RESP, RDSP, TFSA, or FHSA if the annuitant, beneficiary or holder thereunder: (a) deals at arm’s length with the Trust for the purposes of the Tax Act; and (b) does not hold a “significant interest” (as defined in subsection 207.01(4) of the Tax Act) in the Trust. In addition, Units will not be a prohibited investment if those Units are “excluded property” (as defined in subsection 207.01(1) of the Tax Act).

If a Registered Plan requests the redemption of Units, property received in payment may not be qualified investments (including LP Notes, which would not be qualified investments), which may give rise to adverse tax consequences to a Registered Plan or the annuitant, beneficiary or holder thereunder.

Unitholders who wish to hold Units in their Registered Plans should consult with their own tax advisors with respect to the qualification of the Units, LP Notes or other assets received on a distribution or redemption of Units for Registered Plans, and whether the Units would be a prohibited investment under the Tax Act, having regard to their own particular circumstances.

ITEM 9 - COMPENSATION PAID TO SELLERS AND FINDERS

9.1 Commissions and Fees

The Trust may retain agents to effect sales of the Units. The Trust may pay Selling Commissions in an amount up to 6% in gross subscription proceeds for Series A Units sold by registered securities dealers.

There are no sales commissions applicable to an investment in Series F Units. However, the Partnership on behalf of the Trust may pay the Administration Fee to WestUrban Capital on a quarterly basis in an amount equal to WestUrban’s overhead administration costs relating to administration of the Series F Units, which expense will be allocated quarterly on a pro rata basis to the holders of Series F Units.

No sales commissions are payable in respect of the LP Units acquired by the Trust.

The Trust may pay ongoing Trailer Fees, which are payable quarterly on a pro-rated basis in the case of Series A Units, of up to 0.75% of the subscription price for all of the outstanding Series A Units payable by the Trust commencing after the first year of such holder’s subscription for the Series A Units payable quarterly by the Trust, including with respect to distributions under the DRIP. There are no trailer fees applicable to an investment in Series F Units, other than fees payable directly to your dealer or adviser.

The exempt market dealers appointed by the Trust to sell Units may be reimbursed for reasonable out of pocket expenses incurred in connection with the Offering.

All expenses of the Offering, including the Selling Commissions, Administration Fee and Trailer Fees, will be borne by the Partnership pursuant to the Management Services Agreement. See “Item 2.8.5 – Management Services Agreement”. All costs of the Offering will be allocated at the Partnership level and indirectly borne by Unitholders holding the series of Units that bear such Series Expenses.

9.2 Related and Connected Issuers

Securities laws require securities dealers and advisers, when they trade in or advise with respect to their own securities or securities in certain other issuers to which they, or certain other parties related to them, are related or connected, to do so only in accordance with particular disclosure and other rules. These rules require dealers and advisers, prior to trading with or advising their customers or clients, to inform them of the relevant relationship and connections with the issuer of the securities. Clients and customers should refer to the applicable provisions of these securities laws for the particulars of these rules and their rights or consult with a legal adviser.

The Trust is a connected issuer of WestUrban Capital, which acts as an exempt market dealer. See “Item 9.1 - Commissions and Fees”. WestUrban Capital is registered as an exempt market dealer in Alberta, British Columbia, Manitoba and Saskatchewan.

WestUrban Capital may from time to time be deemed to be related or connected to one or more issuers for purposes of the disclosure and other rules of the securities laws referred to above, including the one to which this Offering Memorandum relates. WestUrban Capital is prepared to act as an adviser and as a dealer in the ordinary course of its business to and in respect of securities of any such related or connected issuer. In any such case, these services will be carried out by WestUrban Capital in the ordinary course of its business as an adviser and a dealer in accordance with its usual practices and procedures and in accordance with all applicable disclosure and other regulatory requirements.

ITEM 10 - RISK FACTORS

An investment in the Trust is speculative and contains certain risks. Prospective investors should carefully consider, among other factors, the matters described below, each of which could have an adverse effect on the value of the Units. As a result of these factors, as well as other risks inherent in any investment, there can be no assurance that the Trust or the Partnership will meet its business objectives. The Trust’s returns may be unpredictable and, accordingly, the Units are not suitable as the sole investment vehicle for an investor or for an investor that is looking for a predictable source of cash flow. An investor should only invest in the Trust as part of an overall investment strategy. Based on, among others, the factors described below, the possibility of partial or total loss of capital will exist and investors should not subscribe unless they can readily bear the consequences of such loss.

10.1 Risks Associated with General Market Conditions

General Economic and Political Conditions

Changes in general economic and/or political conditions may affect the Trust and the Partnership. The Trust and the Partnership are exposed to local, regional, national and international economic conditions and other events and occurrences beyond their control, including, but not limited to the following: geopolitical issues, credit and capital market volatility, business investment levels, government spending levels, consumer spending levels, trade barriers, imposition of new or increased tariffs or foreign investment regulations, credit availability, job security and unemployment, national and international political circumstances (including wars, changes in government, terrorist acts or security operations), the rate and direction of economic growth, and general economic uncertainty.

Fluctuations in the rate of inflation can cause the value of assets or income from investments to be worth less in the future. As inflation increases, the value of the Trust's assets can decline as can the value of the Trust's distributions. Changes in any of the above may have a material adverse effect on the performance of the investments.

US Trade Policies and Practices

The United States has imposed tariffs on US imports on a number of countries, including Canada and Mexico, and it is possible that the United States may impose additional tariffs or increase tariffs on imports. Such tariffs could have the effect of, among other things, raising prices for consumers and eliciting reciprocal tariffs, which may slow the global economy and lead to increased market volatility and heightened inflation and interest rate risk, all of which may adversely affect fund performance.

Legislative Changes

Legal, tax and regulatory changes may occur that can adversely affect the Trust, the Partnership or the Properties. There can be no assurance that income tax, securities and other laws will not be changed in a manner that adversely affects the Trust, the Partnership or the Properties. Likewise, increases in real estate taxes, service and transfer taxes, or introductions of new taxes, cannot always be passed through to residents or users in the form of higher rents, and may adversely affect the Partnership's ability to make interest payments or distributions of cash to the Trust and, in turn, the Trust's ability to make cash distributions to its Unitholders. Similarly, changes or interpretations of existing laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions, as well as changes in laws affecting development, construction and safety requirements, may result in significant unanticipated expenditures, which could also have an adverse effect on the Partnership's ability to make interest payments or distributions of cash to the Trust and in turn, the Trust's ability to make cash distributions to its Unitholders.

Interest Rate Fluctuations

Financing by the Partnership may include indebtedness with interest rates which may fluctuate over time, and which will result in fluctuations in the Partnership's cost of borrowing, if any.

Pandemic or Contagious Disease

A local, regional, national or international outbreak of a contagious disease, including, but not limited to, COVID-19, SARS, H1N1 influenza virus, avian flu, or any other similar illness could result in: a general or acute decline in economic activity in the regions the Partnership operate in, a decrease in the willingness of the general population to travel, staff shortages, reduced tenant traffic, mobility restrictions and other quarantine measures, supply shortages, increased government regulation, and the quarantine or contamination of one or more of the Partnership's properties. Contagion in one of the Partnership's properties or a market in which the Partnership operate could negatively impact such investment's occupancy, its reputation or the attractiveness of that market. All of these occurrences may have a material adverse effect on the business, financial condition and results of operations of the Trust's and the Partnership's investments.

10.2 Risks Associated with an Investment in the Trust

Blind Pool Offering and Undetermined Property Acquisitions

The Offering is a "blind pool" offering. Other than described in "Item 2.3.1 – The Target Properties", the specific Properties in which the Partnership will invest have not been identified as of the date of this Offering Memorandum. While the Trust anticipates that the General Partner will be able to identify and complete the

purchase of Properties pursuant to the ROFO Agreement, there is no assurance that WestUrban Developments will be willing to sell its properties on terms proposed by the Partnership or at all.

No Assurance of Investment Return

An investment in the Trust (and indirectly in the Partnership) requires a long-term commitment, with no certainty of return. Investments made by the Partnership, may not generate current income. The success of the Trust, and accordingly a return on investment for a purchaser of Units, is entirely dependent upon the success of the Partnership's real estate investment strategy (as formulated and executed by the Manager) and on external factors such as, among other things, the real estate markets where Properties are located and the general political and economic conditions that may prevail from time to time, which external factors are out of the Trust's and Manager's control. There is no assurance or guarantee that the Trust and, correspondingly, the Unitholders will earn a return on their investment. Unitholders could lose the entire amount of their investment.

The Manager is targeting annual levered net returns of 9-13% over a five year holding period, inclusive of: (a) annual distributions (targeted at 4% to 6% of Trading NAV per Unit, paid quarterly commencing once the Trust has completed its first four full quarters of operations); and (b) capital appreciation (additional return based on growth in real estate value of the portfolio assets). However, such targeted returns are not guaranteed and are subject to performance assumptions and risk factors, which may cause actual results to vary materially. The ability of the Trust to make cash distributions and the actual amount distributed depends on the operations of the portfolio of Properties acquired by the Partnership and will be subject to various factors including those referenced below. Excess cash flow may, in the Manager's discretion, be re-invested into the Partnership's investment portfolio, utilized to pay down any financing on the Target Properties and/or distributed to investors. The return on an investment in the Units is not comparable to the return on an investment in fixed income securities. Cash distributions to Unitholders are not guaranteed and are not fixed obligations of the Trust. Any receipt of cash distributions by a Unitholder is at any time subject to the terms of the Declaration of Trust. The Trust will distribute income and capital gains for each taxation year, so that income and capital gains may be taxable to Unitholders and the Trust will not have any obligation to pay tax under the Tax Act. Payment of distributions is intended to be made in cash, but the Trust may, in certain circumstances, make distributions by distributing additional Units. See "Item 2.8.1 – Declaration of Trust". Any anticipated return on investment is based upon many performance assumptions. Although the Trust intends to distribute distributable cash to Unitholders, cash distributions may be reduced or suspended at any time and from time to time. The value of the Units may decline if the Trust is unable to meet its cash distribution targets in the future and that decline may be significant. In the event that the Trust does not make cash distributions, then Unitholders will have to rely solely on the redemption of their Units to obtain a cash return on their investment.

The Trust may fund distributions from time to time with cash from financing or refinancing Properties rather than operating cash flow. To the extent that funds from such financing are used, they would increase the risk profile of an investment in Units because the Trust would be paying a distribution using borrowed funds. In addition, the credit facilities of the Trust may materially restrict the ability of the Trust to pay distributions until the applicable debt service payments are made under such credit facilities.

Short Operating History

The past performance of any of the WestUrban Parties in the real estate investment business in British Columbia should not be construed as a guarantee or expectation of future results of any investment in the Trust. Accordingly, there is no operating history upon which to base an evaluation of the Trust or its business or prospects. The Trust and Partnership are in the early stages of their business and are therefore subject to the risks associated with early stage entities, including start-up losses, uncertainty of revenues, markets and profitability, the need to raise additional funding, the evolving and unpredictable nature of their business and the ability to identify, attract and retain qualified personnel. There can be no assurance that the Partnership and in turn the Trust will be successful

in doing what they are required to do to overcome these risks. No assurance can be given that the Trust’s business activities will be successful. Total loss of an investment in Units is possible.

The Partnership has no operating history, and its operating policies and strategies are untried. The Partnership will be dependent upon the experience and expertise of the Manager in administering its day-to-day operations. The Manager’s employees and affiliates have experience investing in and managing real estate-related assets; however, there can be no assurance that the Manager will be able to implement successfully the strategies that the Partnership intends to pursue.

Past Performance Not a Predictor of Future Results

The track record of senior management does not imply or predict (directly or indirectly) any level of future performance of the Manager or the Partnership. Management’s performance and the performance of the Partnership is dependent on future events and is, therefore, inherently uncertain. Past performance cannot be relied upon to predict future events for a variety of factors, including, without limitation, varying business strategies, different local and national economic circumstances, different supply and demand characteristics relevant to buyers and sellers of assets, varying degrees of competition and varying circumstances pertaining to the capital markets.

Risks Relating to Redemptions

Restrictions on Redemption and Transfer; Illiquidity of Units

It is intended that the Trust will continue until the Manager determines to terminate and dissolve the Trust. While a Unitholder has the right to transfer or require the Trust to redeem its Units, those rights are subject to a number of significant limitations and restrictions.

First, there will be no public market for the Units and an application for listing of the Units on a stock exchange will not be made. The Units are being sold on a “private placement” basis in reliance upon exemptions from prospectus requirements of applicable securities laws and therefore are subject to significant statutory restrictions on transfer or sale. The Units will be subject to “hold periods” under applicable securities legislation and, as the Trust is currently not a “reporting issuer” in any province or territory in Canada, the “hold periods” may never expire. The Units may only be transferred under limited exemptions under applicable securities laws. Consequently, Unitholders may not be able to sell the Units readily or at all, and they may not be accepted as collateral for a loan.

Second, the Manager may suspend, or continue suspension of the right of Unitholders to require the Trust to redeem Units during any period in which: (a) the Manager receives redemption requests for amounts exceeding, in aggregate, as at a Valuation Date the Cash Redemption Cap; (b) the Manager determines that conditions are such that the disposal of the assets of the Trust is not reasonably practicable (including if the Trust’s right to redeem LP Units under the terms of the Partnership Agreement is suspended) or it is not reasonably practicable to determine fairly the value of the Trust’s assets; or (c) the Manager determines in good faith it to be in the best interest of the Trust, having regard to prevailing market conditions.

Accordingly, Unitholders should understand that Units are highly illiquid investments and should only be acquired by investors able to bear the economic risk of an investment in the Units for an indefinite period of time.

If holders of a substantial number of Units exercise their redemption rights, the number of Units outstanding could be significantly reduced. In any such circumstance, the Trustee may at any time terminate the Trust without the approval of the Unitholders if, in the opinion of the Trustee, it is no longer economically feasible to continue the Trust, or the Trustee determines that it would be in the best interests of Unitholders to terminate the Trust.

LP Notes

If the Manager reasonably determines that cash proceeds are not available for all Units tendered for redemption by a Unitholder, then the redemption proceeds to which a Unitholder would otherwise be entitled may be paid and satisfied by way of a distribution of LP Notes. LP Notes are unsecured obligations of the Partnership and accrue interest from and including the issue date of each such note at a rate equal to the Canada Bond Rate and will be due and payable on the first Business Day following the fifth anniversary of the date of issuance.

LP Notes will not be qualified investments for Registered Plans and will have adverse tax consequences if held by a Registered Plan. Investors should contact their own tax advisors prior to redeeming.

Satisfaction of LP Notes on Maturity

There is no assurance that the Trust, through the Partnership, will have sufficient funds available to pay on maturity the principal balance and accrued unpaid interest under any LP Notes distributed.

LP Notes will be Unsecured

LP Notes issued by the Partnership will be unsecured debt obligations of the Partnership and may be subordinated to other financing obtained by the Partnership.

Priority of LP Notes over Units

LP Notes, may, in certain circumstances, have priority over Units in the event of the liquidation of the assets of the Trust or Partnership. There are various considerations with respect to creditor rights and bankruptcy law that will need to be considered both at the time LP Notes are issued and at the time of any liquidation of the assets of the Trust and/or Partnership in order to determine if such a priority exists. Holders that redeem their Units immediately prior to an insolvency of the Trust may not have priority over the Units depending upon such considerations.

Use of Available Cash

The payment in cash by the Trust of the Redemption Price of Units (as opposed to payment of the Redemption Price through the distribution in specie of Trust Property) will reduce the amount of cash available to the Trust for the payment of distributions to Unitholders, as cash payments of the amount due in respect of redemptions will take priority over the payment of cash distributions.

Redemption Price Deduction

The Redemption Price payable in respect of Units is subject to deductions based upon the time the Unit has been held. See “Item 2.8.1 – Declaration of Trust – Unit Redemptions (Cash and Units)”.

Nature of Units

Each Unit represents an undivided beneficial interest in the Trust. The Units are not “deposits” within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured under the provisions of that act or any other legislation or any other insurance company or program.

Unitholders Have Limited Voting Rights

Unitholders are not shareholders and do not enjoy the rights and privileges offered to shareholders under corporate statutes. The Trust is not generally regulated by established corporate law and Unitholders’ rights are governed primarily by the specific provisions of the Declaration of Trust.

The Units will not generally vote, except in cases of a material amendment to the Declaration of Trust which adversely affects the pecuniary value of the interest of any Unitholder. Where the general nature of the business to be transacted at a Unitholder meeting concerns an issue relevant to all Unitholders of the Trust, all series will be voted together. Where an issue may affect the Unitholders of a particular series in a manner that is materially different from another series, only Unitholders of those series to which such business is relevant will be entitled to vote and such Units will be voted separately as a series.

The Trust may but is not required to hold annual meetings of Unitholders or any Unitholder meetings on a periodic basis. The Trust does not, at this time, intend to call annual meetings. Further, unlike BCBCA corporation, Unitholders do not have the right to appoint the Trust’s auditor; rather such right is held by the Trustees and/or Manager. Unitholders holding in the aggregate not less than 50% of the Units then outstanding (or in the case of a Series meeting, of that Series) may request a meeting of Unitholders to be called by the Manager at any time in accordance with the Declaration of Trust.

Absence of Statutory Remedies

The Trust is not regulated by established corporate law and Unitholders’ rights are governed primarily by the specific provisions of the Declaration of Trust. Unitholders are not shareholders and do not enjoy the rights and privileges generally offered to shareholders of a corporation incorporated under the BCBCA. Although the Declaration of Trust confers upon Unitholders some of the same protections, rights and remedies that a subscriber would have as a non-voting shareholder of a corporation governed by the BCBCA, significant differences do exist.

Unlike a BCBCA corporation, Unitholders do not have the right to appoint the Trust’s auditor; rather, such right is held by the Trustee and delegated to the Manager. In addition, the matters in respect of which Unitholder approval is required under the Declaration of Trust are significantly less extensive than the rights conferred on the shareholders of a BCBCA corporation.

Unitholders do not have recourse to a dissent right under which shareholders of a BCBCA corporation are entitled to receive the fair value of their shares where certain fundamental changes affecting the corporation are undertaken, such as an amalgamation, a continuance under the laws of another jurisdiction, the sale of all or substantially all of its property, a going private transaction or the addition, change or removal of provisions restricting: (a) the business or businesses that the corporation can carry on, or (b) the issue, transfer or ownership of shares.

In the event of an insolvency or restructuring of the Trust, the rights of Unitholders will be different from those of shareholders of an insolvent or restructuring corporation.

Units are intended to be held by Taxable and Tax-Exempt Investors

The Units are intended to be held by taxable and tax exempt investors. Taxable investors may be subject to tax as a result of holding Units. The Trust intends to make all taxable income of the Trust payable to Unitholders each year and to distribute such income by distributing cash or Units. In addition, income allocated by the Trust to Unitholders may exceed the amount payable to them on a redemption of their Units. Investors should consult their own tax advisors respecting the tax consequences of owning the Units.

Mutual Fund Trust Status

To qualify as a mutual fund trust (as that term is defined in the Tax Act), among other things, the sole undertaking of the Trust must be the investing of its funds in property (other than certain real property or interests in real property), the Trust must comply on a continuous basis with certain requirements relating to maintaining a diversity of investments, the qualification of the Units for distribution to the public, the number of Unitholders and the dispersal of ownership of Units and the Trust must not be reasonably considered to have been established or maintained primarily for the benefit of non-residents of Canada. If the Trust fails or ceases to qualify as a "mutual fund trust", there may be adverse tax consequences to the Trust and Unitholders.

Eligibility of Units for Investment by Registered Plans

If the Trust fails or ceases to qualify as a "mutual fund trust" the Units may not be or may cease to be qualified investments for Registered Plans which will have adverse tax consequences to Registered Plans and their annuitants, holders, or subscribers, as the case may be. If the Units are or become a prohibited investment for trusts governed by the Registered Plans, adverse tax consequences may result to the holder of the Registered Plans.

Trust Property received as a result of a distribution or redemption of Units may not and LP Notes will not be, a qualified investment for Registered Plans, which may give rise to adverse consequences to a Registered Plan or the annuitant thereunder.

Tax Characterization of Trust Income and Trust Capital Gains

The designation of income or gains realized by the Trust to Unitholders, including the designation of gains realized on the disposition of investments as capital gains will depend largely on factual considerations. The Trust will endeavor to make appropriate characterizations of income or gains realized by the Trust for purposes of designating such income or gains to Unitholders based on information reasonably available to it. However, there is no certainty that the manner in which the Trust characterizes such income or gains will be accepted by the CRA. If it is subsequently determined that the Trust's characterization of a particular amount was incorrect, Unitholders might suffer material adverse tax consequences as a result.

SIFT Status

If investments in the Trust are listed or traded on a stock exchange or other public market, the Trust may be taxable as a "SIFT trust" under the Tax Act, which will have adverse tax consequences to the Unitholders and the Trust and the Canadian federal income tax considerations of investing in the Trust will be materially different from those described herein.

Tax Aspects Relating to Units

Canadian federal and provincial tax aspects should be considered prior to investing in the Units (see “Item 8 - Canadian Federal Income Tax Consequences and Registered Plan Eligibility”). The return on a Unitholder’s Units may be affected by changes in Canadian tax laws. The discussion of income tax considerations in this Offering Memorandum is based upon current income tax laws and regulations. There can be no assurance that (a) tax laws, regulations or judicial or administrative interpretations will not be changed, (b) applicable tax authorities will not take a different view as to the interpretation or the application of tax laws and regulations than the Trust, or than as set out in this Offering Memorandum, (c) applicable tax authorities will not challenge allocations by the Trust of income, losses, gains or deductions or disallow certain deductions against income, or (d) the facts upon which the tax discussions set out in this Offering Memorandum are materially correct. Any of the preceding may fundamentally alter, in a negative way, the tax consequences to investors of holding or disposing of Units. The alternative minimum tax could limit tax benefits available to Unitholders.

The possibility exists that a Unitholder will receive allocations of income without receiving cash distributions from the Trust sufficient to satisfy the Unitholder’s tax liability for the year as a result of his or her status as a Unitholder. It is possible that the Units may decline in value with a Unitholder realizing a capital loss if the Trust is liquidated or the Unitholder disposes of its Units, with limitations on the deductibility of any such capital loss. Unitholders will not be indemnified for any taxes, penalties and interest that arise in connection any audit including an audit of the Trust.

The discussion of certain Canadian federal income tax considerations contained in this Offering Memorandum is provided for information purposes only and is not a complete analysis or discussion of all potential tax considerations that may be relevant to the acquisition of Units. Prospective investors are urged to consult their own tax advisors, prior to investing in the Trust, with respect to the specific tax consequences to them from the acquisition of Units.

Nature of the Units and Units are Not Direct Investments in Real Estate

The Units do not represent a direct investment in properties and should not be viewed by Unitholders as a direct interest in properties, but instead as an investment in equity securities, namely the Units. The Trust will not be investing in properties or other real estate but will be subscribing for LP Units of the Partnership. The Trust will not have a direct interest in any Properties.

Removal of the General Partner

The Unitholders will have no ability to affect or influence the removal of the Manager or the General Partner. The General Partner will only be deemed to resign in the event of the bankruptcy, insolvency, dissolution, liquidation or winding up of the General Partner (or the commencement of any act or proceeding in connection therewith which is not contested in good faith by the General Partner); the appointment of a trustee, receiver or receiver manager of the affairs of the General Partner; a mortgagee or other encumbrancer taking possession of all or a substantial portion of the property or assets beneficially owned by the General Partner; levy or execution or any similar process being levied or enforced against all or substantially all of its assets; or the General Partner selling all or substantially all of its assets.

Further, Unitholders have no rights to appoint or remove any director of the General Partner or the Manager. No prospective investor should purchase a Unit unless such prospective investor is willing to entrust all aspects of the management of the Trust and Partnership to the Manager and the General Partner.

Reliance on the Manager

All decisions with respect to the Properties and the operations of the Trust are expected to be made exclusively by the Manager pursuant to delegated authority under the Declaration of Trust, Partnership Agreement and Management Services Agreement. Unitholders will have no right to make any decisions with respect to the Trust's or Partnership's business and affairs. No prospective investor should purchase a Unit unless such prospective investor is willing to entrust all aspects of the management of the Trust to the Manager. In the event that the Manager experiences a material adverse change in its business, such change may have an impact on the Trust.

Dependence on Key Personnel

The success of the Trust will depend in large part upon the services of key personnel employed by the Manager. The loss of any of these individuals, for any reason, could have a material adverse effect on the prospects of the Partnership and, as a result, the Trust. Failure to retain or to attract additional key employees with necessary skills could have a material adverse impact upon the Partnership's growth and profitability. The contributions of these individuals to the immediate future operations of the Partnership are likely to be of central importance and the loss of any one of these individuals could have a material adverse effect on the business of the Partnership and, as a result, the Trust. There can be no assurance that such personnel will remain with the Manager, General Partner or the Partnership.

Termination of the Trust

The Manager may at any time terminate and dissolve the Trust, following which the Manager would liquidate the Trust's assets. In the event of the early termination of the Trust, the Trust would distribute to the Unitholders, pro rata, their interest in the assets available for such distribution, subject to the reserves for costs and expenses. It is anticipated that the Trusts sole assets will be LP Units of the Partnership, which are generally illiquid and might have little or no marketable value. In this event, the LP Units may be distributed in kind to the Unitholders on a dissolution of the Trust. It is possible that at the time of such distribution, the LP Units held by the Trust would be worth less than the initial subscription cost, resulting in a loss to the Unitholders.

Leverage of the Trust

The Trust may borrow or incur indebtedness for any purpose, including for the purposes of acquiring investments, distributing Trust income or Trust capital gains or redeeming Units. The requirement to repay principal and pay the associated debt service costs could impair the Trust's ability to make distributions to Unitholders, particularly if the value of the Trust's investments decline and/or the Trust is unable to liquidate some or all of its investments to refinance any such borrowings. If the Trust is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the ability of the Trust to make distributions would be impaired and the value of the Units could be significantly reduced or even eliminated. In addition, if the borrowings are used to acquire investments, the interest expense and banking fees incurred in respect of any such loans may exceed the incremental capital gains and tax benefits generated by the investments. There can be no assurance that the borrowing strategy (if any) employed by the Trust will enhance returns.

To the extent that borrowed funds are used to pay distributions, they would increase the risk profile of an investment in Units. In addition, the credit facilities of the Trust may materially restrict the ability of the Trust to pay distributions until the applicable debt service payments are made under such credit facilities.

Liability for Return of Distributions

Under applicable law, Unitholders could be required to return distributions previously made by the Trust if it is determined that such distributions were wrongfully made or in certain other circumstances under the terms of the Declaration of Trust. Where a Unitholder has received the return of all or part of the amount contributed to the

Trust, the Unitholder is nevertheless liable to the Trust or, where the Trust is terminated, to its creditors for any amount, not in excess of the amount returned with interest, necessary to discharge the liabilities of the Trust to all creditors who extended credit or whose claims otherwise arose before the return of the contribution. Additionally, Unitholders may have to return all, or a portion of distributions made to them to the extent the Trust has an obligation to withhold any amounts from such distribution for tax purposes.

Liability of Unitholders

Generally, the Unitholders do not have personal liability for the obligations of the Trust. However, there is a risk that a party may seek to assert that Unitholders be held personally liable for the obligations of the Trust or in respect of claims against the Trust. Such risks are expected to be limited since the Trust intends to limit its investments to LP Units of the Partnership and the Trust does not intend to carry on any active business.

Series Risk

Since the Trust has multiple series of Units and can create other series, each series will be charged fees and expenses that are specifically attributable to such series. The Trust will generally allocate all other expenses of the Trust among the series in such manner as is appropriate and equitable. However, if the Trust cannot pay the expenses of one series using its proportionate share of its assets, the Trust may be required to pay those expenses out of the other series' proportionate share of assets which could lower the investment returns of the other series.

Dilution/Concentration

The Trust is authorized to issue an unlimited number of Units. Any issuance of additional Units may have a dilutive or concentrative effect on the value of Units. Investors who invest after a particular Property is acquired will be entitled to receive the same distributions as an investor who invested before such Property was acquired and will therefore be entitled to the equivalent benefits or disadvantages as each other Unitholder.

Recourse to the Trust's Assets

Although the Partnership has agreed to bear all costs and expenses related to the activities and business of the Trust, the Trust generally remains responsible to pay the same. Accordingly, if the Partnership were to fail or refuse to pay any such costs or expenses, the Trust would remain liable to pay the same, and if it were to do so, such costs and expenses would reduce, and could eliminate, the actual returns to the Unitholders.

The Trust's assets, including any investments made by the Trust and any capital held by the Trust, are available to satisfy all liabilities and other obligations of the Trust. If the Trust itself becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Trust's assets generally and not be limited to any particular asset, such as the investment giving rise to the liability.

The Trustee, each former Trustee, the Manager and their respective directors, officers, employees and agents are entitled to indemnification and reimbursement out of the Trust Property, except under certain circumstances, from the Trust. Such indemnification obligations could decrease the returns which would otherwise be available to the Unitholders.

Conflicts of Interest

Each of the Trust, the Partnership, the Manager, the General Partner and WestUrban Properties Management have adopted a conflict of interest policy in order to address conflict of interest matters.

The Manager may act in the same or similar capacities in respect of other entities. The Manager and its officers, directors, employees, and shareholders are not limited or affected in their ability to carry on other business

ventures for their own account, or for the account of others, and there may be situations where the interests of the Trust conflict with the interests of the officers and directors of the Manager. The directors and officers of the Manager will devote to the Trust’s affairs only such time as may be necessary to conduct its business and to discharge their obligations to the Trust.

It is possible that conflicts of interest may arise among the General Partner, affiliates of the General Partner and the Partnership, which may result in decisions that do not fully reflect the best interests of the Unitholders. Under the terms of the Partnership Agreement, the management responsibility of the Partnership and its assets is vested solely in the General Partner of the Partnership, which is a wholly-owned subsidiary of the Manager. An investor acquiring Units will have little or no voice or vote in the management and other operational decisions of the Trust or Partnership, including, without limitation, decisions to acquire, maintain, market, sell or otherwise dispose of property and assets, decisions regarding distributions to the Unitholders, or entering into certain related (or affiliate) transactions with the Manager or its affiliates. In addition, the fees payable to the Manager and General Partner and the other fees payable to parties related to the Manager as described herein may create an incentive for the Manager and/or General Partner to acquire Properties that are riskier or more speculative than might otherwise be made with a lesser incentive to achieve high returns. While the compensation payable to the Manager and General Partner, or their affiliates, for services performed for the Trust and Partnership may be reasonable based on established commercial practices, it will not be the result of arm’s length negotiations. The principals and affiliates of the Manager may have interests and businesses which are competitive to those of the Trust and Partnership.

There may be occasions when the WestUrban Parties encounter conflicts of interest in connection with the Trust’s activities. There may be conflicts in allocating business opportunities among the Partnership and other WestUrban Parties. In a bankruptcy proceeding, it is possible that the Trust’s interests may be subordinated or otherwise adversely affected by virtue of the involvement or actions of such other participants.

In order to mitigate this risk, the General Partner has formed the Investment Committee and adopted the Investment Committee Mandate, which requires Conflict of Interest Matters to be approved by the majority of the Investment Committee, including the Independent member(s). See “Item 2.1.6 – Conflicts of Interest”.

Litigation Risks

In the normal course of operations, the Trust, the Partnership, the Manager or the General Partner may become involved in, named as a party to or the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions relating to personal injuries, property damage, property taxes, land rights, the environment and contract disputes. The outcome with respect to outstanding, pending, or future proceedings cannot be predicted with certainty and may be determined adversely to the Trust, the Partnership, the Manager and/or the General Partner and as a result, could have a material adverse effect on the assets, liabilities, business, financial condition, and results of operations. Even if the Trust, Partnership, the Manager and/or the General Partner prevails in any such legal proceeding, the proceedings could be costly and time-consuming and would divert the attention of management and key personnel from the Trust’s, the Partnership’s, the Manager’s and/or the General Partner’s business operations, which could adversely affect its financial condition and the Trust’s ability to make distributions to Unitholders.

No Obligation to Devote Full Time Efforts

The Manager and General Partner and their respective directors, officers and employees (as applicable) will devote such time as they each believe, in their discretion, is necessary to carry out the operations of the Trust and Partnership. Moreover, officers and employees of the Manager and General Partner and its affiliates are not obligated to devote full time efforts to the Trust’s and Partnership’s efforts, and they may have conflicts in their allocation of time between the Trust and Partnership and other unrelated activities.

No Review of Offering Memorandum by Regulatory Authorities

Subscribers will not have the benefit of a prior review of this Offering Memorandum, the Declaration of Trust, the Partnership Agreement, the Management Services Agreement, property management agreements, the ROFO Agreement, or any other documents in relation to the Offering by any regulatory authorities.

Securities Regulatory Risks

In the ordinary course of business, the Trust, the Partnership and the Manager may be subject to ongoing reviews by the securities regulators, who have broad powers to pass, interpret, amend and change the interpretation of securities laws from time to time and broad powers to protect the public interest and to impose terms, conditions, restrictions or requirements under securities laws. It is possible that securities matters may be reviewed and challenged by the securities authorities. If such challenge were to succeed, it could have a material adverse effect on the Trust. There is no assurance that applicable securities laws or the securities regulators interpretation thereof or the practices of the securities regulators will not be changed or re-interpreted in a manner that adversely affects the Trust.

Lack of Independent Counsel Representing Unitholders

The Trust has consulted with and retained for its benefit legal counsel to advise them in connection with the formation and terms of the Trust and the Offering. Unitholders have not, however, as a group been represented by independent legal counsel. Therefore, to the extent that the Unitholders could benefit by an independent review, such benefit will not be available unless individual Unitholders retain their own legal counsel. No due diligence has been conducted on behalf of Unitholders by counsel. Each prospective investor should consult their own legal, tax and financial advisors regarding the desirability of purchasing the Units and the suitability of investing in the Trust.

Disclosure Obligations

The Trust is not a reporting issuer and does not have any continuous disclosure obligations of a reporting issuer. The Trust will make reasonably available to Unitholders such information as required by applicable securities laws for a non-reporting issuer that distributes securities using the "offering memorandum" exemption (including audited annual financial statements, annual notices of use of proceeds and notices of certain key events, if any, and when applicable and when required by applicable law). See "Item 11 - Reporting Obligations".

Employee Errors or Misconduct

There have been a number of highly publicized cases involving fraud or other misconduct by employees in the investment industry in recent years and, notwithstanding the measures the Manager intends to take to deter and prevent such activity, there remains the risk that employee misconduct could occur. Misconduct by employees could include binding the Trust or Partnership to transactions that exceed authorized limits or present unacceptable risks, or concealing unauthorized or unsuccessful activities from the Manager, which in either case, may result in unknown and unmanaged risks or losses. Employee misconduct could also involve improper use of confidential information, which could result in regulatory sanctions and serious reputational harm. The Trust and the Partnership are also susceptible to loss as a result of employee errors. It is not always possible to deter employee misconduct or prevent employee errors and the precautions taken to prevent and detect this activity may not be effective in all cases, which could materially adversely affect the Trust and the Partnership.

Information Technology Governance and Security, Including Cyber Security

In the ordinary course of the Manager's business, it will collect, store, process and/or transmit sensitive data belonging to subscribers, Unitholders, partners, vendors, employees and contractors, as well as proprietary

business information and intellectual property of the Trust and Partnership. The secure processing, maintenance and transmission of this information by the Manager is critical to the business of the Trust and Partnership. Any security breaches could materially compromise information, disrupt business operations or cause the Manager to breach obligations, thereby exposing the Manager, the Trust and Partnership to liability, reputational harm and/or significant remediation costs. A theft, loss, corruption, exposure, fraudulent use or misuse of information whether by third parties or as a result of employee malfeasance could result in significant remediation and other costs, fines, litigation or regulatory actions against the Manager, the Trust or Partnership, as well as cause reputational harm, negatively impact the Trust or Partnership’s competitive position and affect financial results. The Trust and Partnership are increasingly relying on third party data storage providers, including cloud storage solution providers, resulting in less direct control over data and system processing. Such third parties may also be vulnerable to security breaches for which the Trust or Partnership may not be indemnified, and which could cause materially adverse harm to the Trust’s or Partnership’s reputation and competitive position or affect the Trust’s or Partnership’s financial results.

Disclosure of Personal Information

Investors are advised that their names and other specified information, including the number and aggregate value of the Units owned: (i) will be disclosed to the relevant securities regulatory authorities and may become available to the public in accordance with the requirements of applicable securities and freedom of information laws and the investor consents to the disclosure of such information; (ii) is being collected indirectly by the applicable securities regulatory authority under the authority granted to it in securities legislation; and (iii) is being collected for the purposes of the administration and enforcement of the applicable securities legislation.

10.3 Risks Associated with the Partnership’s Investments

Properties Have Not Been Identified; Appropriate Properties May Not Be Available; Investment of Available Funds May Be Delayed

There can be no assurance that the Partnership will identify Properties that meet its investment criteria that the Partnership will be successful in acquiring or improving Properties that may be identified, or that any such Properties will produce a return on the Partnership’s investment. The Partnership intends to focus its efforts on areas in which it might acquire Properties primarily located in British Columbia; however, there is no assurance that the Partnership will acquire any specific assets or Properties, or, if it does, what the terms of such acquisitions might include. The Partnership expects to engage in a number of acquisitions, sales, exchanges, developments, improvements, and dispositions of Properties and loans. There is no firm information available with respect to the future assets of the Partnership that an investor can evaluate when determining the merits of the Partnership. Moreover, because the General Partner has not yet identified the Partnership’s Properties to be acquired, the General Partner will have broad authority to invest the net proceeds of the Offering in whatever assets the General Partner deems appropriate. The General Partner will have great latitude in determining the types of assets it may decide are proper investments for the Partnership. No assurance can be made that the General Partner’s decisions in this regard will result in a profit for the Partnership.

Risks Associated with the Target Properties

The acquisition of the Target Properties entails risks that these properties will fail to perform in accordance with expectations. It is not possible to manage all risks associated with such acquisitions in the terms and conditions contained in commercial agreements pertaining to such acquisition. The Target Properties may be subject to unknown, unexpected or undisclosed liabilities that may materially and adversely affect their operations and financial condition and results. The representations and warranties, if any, given by the vendors may not adequately protect against these liabilities and any recourse against third parties may be limited by the financial capacity of such third parties. The Target Properties may not achieve anticipated occupancy levels and the estimates of costs and benefits of renovations for these properties may prove inaccurate or may not have the

intended results. There is no assurance that the Partnership will be able to increase the rents in the Target Properties as described herein. See also “Forward-Looking Statements”. Moreover, the Target Properties may not meet expectations of operational or financial performance due to unexpected costs associated with repositioning such property, as well as the general investment risks inherent in any real estate investment.

Risk of Real Estate Investment and Ownership

Investment in real estate is subject to numerous risks which are beyond the control of the Partnership or the Trust, including the following factors: general economic conditions, local real estate markets and conditions, demand for leased premises, competition from other available premises, governmental regulation, rules or policies and various other factors. The value of real property and any improvements thereto may also depend on the credit and financial stability of the tenants. The distributable income will be adversely affected if one or more major tenants or a significant number of tenants of properties indirectly acquired by the Partnership were to become unable to meet their obligations under their leases or if a significant amount of available space in such properties is not able to be leased on economically favourable lease terms. In the event of default by a tenant, delays, or limitations in enforcing rights as lessor may be experienced and substantial costs in protecting the Partnership’s investment may be incurred. The ability to rent unleased space in properties indirectly acquired by the Partnership will be affected by many factors. Costs may be incurred in making improvements or repairs to properties required by a new tenant. A prolonged deterioration in economic conditions could increase and exacerbate the foregoing risks. The failure to rent unleased space on a timely basis or at all would likely have an adverse effect on the Partnership’s and the Trust’s financial condition.

Each segment in the real estate industry is capital intensive and is typically sensitive to interest rates. Any proceeds generated by the sale of real estate assets depend upon general economic conditions and, accordingly, the ability of the Partnership to repay its financings may be affected by changes in those conditions. The Partnership will be required to make certain significant expenditures in respect of its business including, but not limited to, the payment of property taxes, mortgage payments, property management costs, insurance costs and related charges which must be made regardless of whether or not real estate assets are producing sufficient income to service such expenses. If the Partnership is unable or unwilling to meet the payment obligations on such loans, losses could be sustained as a result of the exercise by the lenders of their rights of foreclosure or sale. As a result, the Partnership’s ability to make interest payments or distributions of cash to the Trust could be adversely affected. In such case, the Trust’s ability to make cash distributions to its Unitholders would be adversely affected.

Certain significant expenditures, including property taxes, maintenance costs, mortgage payments, insurance costs, property management costs and related charges must be made throughout the period of ownership of real property regardless of whether a property is producing any revenue. If the Partnership is unable to meet mortgage payments or other financing costs (if any) on any Property that it owns or operates, losses could be sustained as a result of the mortgagee’s exercise of its rights of foreclosure or sale. Real property investments tend to be relatively illiquid, with the degree of liquidity generally fluctuating in relationship with demand for and the perceived desirability of such investments. Such illiquidity will tend to limit the Partnership’s ability to vary its portfolio promptly in response to changing economic or investment conditions. If, for whatever reason, liquidation of assets is required, there is a risk that sale proceeds realized might be less than the current book value of the Partnership’s investments or that market conditions would prevent prompt disposition of assets. The Partnership may, in the future, be exposed to a general decline of demand by tenants for space in properties. As well, certain of the leases of the properties held by the Partnership may have early termination provisions which, if exercised, would reduce the average lease term.

Rent Controls

Rent control risk is the risk of the implementation or amendment of new or existing legislative rent controls in the markets the Trust operates, which may have an adverse impact on the Trust’s operations. All of the Trust’s Target Properties are currently located in British Columbia, which has rent control legislation.

Under that rent control legislation, commonly known as “rent de-control”, a landlord is entitled to increase the rent for existing tenants once every 12 months by no more than the “guideline amount” established by regulation. For the calendar year 2025, the guideline amount has been established at 3%. Further details on British Columbia’s annual rent increase guidelines can be found at https://www2.gov.bc.ca/gov/content/housing-tenancy/residential-tenancies/rent-rtb/rent-increases. This adjustment is meant to consider the income of the building, the municipal and school taxes, the insurance bills, the energy costs, maintenance and service costs. Landlords may apply to the Residential Tenancy Branch for an increase above the guideline amounts if certain conditions under the regulations apply.

When a unit is vacated, however, the landlord is entitled to lease the unit to a new tenant at any rental amount, after which annual increases are limited to the applicable guideline amount. The landlord may also be entitled to a greater increase in rent for a unit under certain circumstances, including, for example, where extra expenses have been incurred as a result of a renovation of that unit.

Utilities Risk

The Partnership’s business is exposed to fluctuating utility and energy costs such as water/sewer, electrical supply and natural gas (heating) prices.

The Partnership’s Investment in Debt Secured by Real Property

The Partnership may acquire debt interests which are secured by real property for the purposes of foreclosing and acquiring the real property. In addition to the risks of borrower default, the collateral may be mismanaged or otherwise decline in value during periods in which the Partnership is seeking to obtain control of the underlying real estate. In addition, borrowers may contest enforcement of foreclosure or other remedies, seek bankruptcy protection against such enforcement and/or bring claims for lender liability in response to actions to enforce mortgage obligations. If any of the above occurred, the Partnership’s ability to obtain such real property will be affected. As a lender, the Partnership may also be subject to penalties for violations of state usury limitations, which penalties may be triggered by contracting for, charging or receiving usurious interest.

Funds from the Offering used for Purchase of Properties may be made without Security

Available Funds from the Offering may be used (through the Partnership) as deposits on the purchase price of one or more Properties. If the Partnership uses Available Funds as a deposit on the purchase price of a Property, such funds will be at risk, whether such deposit is refundable or non-refundable as those deposit funds will be held by a third party who, generally, will not have granted any security interest or charge over any collateral in favour of the Trust or the Partnership.

Properties Will Be Subject to Environmental Risks

The Partnership’s operating costs may be affected by the obligation to pay for the cost of complying with existing environmental laws, ordinances and regulations, as well as the cost of complying with future legislation with respect to its assets. In the due diligence process, to the extent the General Partner deems the same appropriate, efforts will be made by the General Partner to identify potential environmental liabilities prior to acquisition of assets, including identification of hazardous substances or wastes, contaminants, pollutants or sources thereof. These efforts may or may not include the performance of Environmental Site Assessments or Phase I reviews. In the event environmental contamination is discovered, the cost of investigations, remediation and removal of substances may be substantial, and the presence of such substances may affect the Partnership’s ability to sell such Property. Some environmental laws create a lien on the contaminated site in favor of the government for damages and the costs it incurs in connection with the contamination. Such laws could impose liability whether or not the Partnership knew of, or was responsible for, the presence of such hazardous or toxic substances. In addition, the

Partnership may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination.

Concentration of Investments

The Trust’s investments will be limited to that of a single business (being the Partnership) operating in a single industry (being the real estate investment business in Western Canada). Concentration of the Trust’s and Partnership’s investments in such a manner involves greater risk to an investor in Units than the exposure generally associated with more diversified investment funds and may result in greater fluctuations in returns.

Lack of Geographic Diversification and Concentration of Risk in British Columbia

The Partnership’s success is dependent upon the general economic conditions in the geographic areas in which a substantial number of its Properties will be located. The Trust (through the Partnership) intends to focus its real estate holdings primarily within Western Canada. In particular, the Trust intends to use the first $15 million of the Available Funds of the Offering to invest in the Target Properties. To date, all of the real estate assets that the Trust anticipates acquiring through the Partnership are located in British Columbia. See “Item 2.3.1 – The Target Properties”.

The Partnership will therefore be subject to any adverse economic, political or business developments in those areas, including natural hazard risks, which may adversely affect the value of the Partnership assets. In particular, investors under the Offering will be primarily exposed to the economic conditions of the British Columbia real estate market.

Real Estate is Illiquid and Value is Dependent on Conditions beyond the Partnership’s Control

Real estate investments are relatively illiquid. The ability of the Trust (through the Partnership) to vary its investments in response to changes in economic and other conditions will be limited. Further, no assurances can be given that the Fair Market Value of any assets acquired by the Partnership will not decrease in the future. The underlying value of the assets and the Partnership’s income are dependent upon the ability of the General Partner to manage the assets in a manner sufficient to achieve a return in excess of operating expenses Revenues may be adversely affected by adverse changes in national or local economic conditions, changes in interest rates and in the availability, cost and terms of financing, costs and terms of development, unexpected costs and cost overruns, the impact of present or future environmental legislation and compliance with environmental laws, changes in real estate tax rates and other operating expenses, adverse changes in governmental rules and fiscal policies, civil unrest, acts of God, including earthquakes, hurricanes and other natural disasters (which may result in uninsured losses), acts of war, acts of terrorism, adverse changes in zoning laws, and other factors which are beyond the control of the Partnership.

Construction and Development Risk

To the extent that the Partnership and the Trust engage in development, redevelopment or major renovation activities with respect to certain properties, the Partnership and the Trust will be subject to certain risks, including: (a) the availability and pricing of financing on satisfactory terms or at all; (b) the availability and timely receipt of zoning and other regulatory approvals; (c) the ability to achieve an acceptable level of occupancy upon completion; (d) the potential that the Partnership and the Trust may fail to recover expenses already incurred if it abandons development or redevelopment opportunities after commencing to explore them; (e) the potential that they may expend funds on and devote management time to projects which it does not complete; (f) construction or redevelopment costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable; (g) the time required to complete the construction or redevelopment of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting cash flow and liquidity; (h) the cost and timely completion of construction (including risks beyond the

Partnership's or the Trust's control, such as weather, labour conditions or material shortages); (i) contractor and subcontractor disputes, strikes, labour disputes or supply disruptions; (j) delays with respect to obtaining, or the inability to obtain, necessary zoning, occupancy, land use and other governmental permits, and changes in zoning and land use laws; (k) occupancy rates and rents of a completed project may not be sufficient to make the project profitable; and (l) the availability and pricing of financing to fund the development activities on favourable terms or at all.

The above risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent the initiation of construction, development or redevelopment activities or the completion of construction, development or redevelopment activities once undertaken. In addition, construction, development, and redevelopment projects entail risks that investments may not perform in accordance with expectations and can carry an increased risk of litigation with contractors, subcontractors, suppliers, partners, and others.

Risks of Leverage

The General Partner has the right to borrow and to pledge and encumber Properties of the Partnership. The target portfolio-level loan-to-value (LTV) ratio will generally be between 90-95%, with individual property-level LTVs generally targeting the low 90s, subject to market conditions and lender covenants. Over the next 5 years, the manager intends to cause the Partnership to acquire assets with an aggregate value of approximately $600,000,000 and anticipates that the Partnership will need to raise $60 million to $75 million of equity capital in the coming years to support that growth strategy. See “Item 2.2.5 - Investment Strategies” and “Item 2.2.9 Debt Financing”.

While the use of leverage has the potential to enhance returns, it exposes the Partnership to certain risks including fluctuations in interest charges and the possible loss of the Properties if the Partnership is unable to pay such indebtedness on a timely basis or comply with the terms of any loan documents evidencing such indebtedness, particularly if the value of the Properties decline and/or the Partnership is unable to liquidate some or all of its investments to refinance any such borrowings.

Any such financing will likely place limits and restrictions on the Partnership's discretion in conducting business. If the Partnership is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the ability of the Partnership to make distributions to holders of LP Units would be impaired and the value of the LP Units could be significantly reduced or even eliminated. In addition, the interest expense and banking fees incurred in respect of any such loans may exceed the incremental capital gains and tax benefits generated by the investments. There can be no assurance that the borrowing strategy (if any) employed by the Partnership will enhance returns.

The Risk of Uninsured Losses Will be Borne by the Partnership

The Partnership expects to maintain insurance coverage against liability to third parties and property damage as is customary for similar businesses, insofar as the General Partner deems the same necessary or appropriate, in its discretion. There can be no assurance that insurance will be available or sufficient to cover all such risks. Insurance against certain risks may be unavailable or commercially infeasible. Uninsured losses will be borne by the Partnership. Should an uninsured or underinsured loss occur, the Partnership could lose its investment in, or anticipated profits and cash flows from, one or more of its properties, but would continue to be obligated to repay any recourse mortgage indebtedness on such properties.

Investments Longer Than Term

The General Partner intends that Properties will either be disposed of prior to dissolution or be suitable for in-kind distribution at dissolution. However, the Partnership may have to sell, distribute or otherwise dispose of Properties at a disadvantageous time as a result of dissolution.

Joint Ventures

The Partnership may enter into one or more joint ventures with strategic partners, including with affiliates of the General Partner. Investments with joint venture partners may involve carried interests and/or fees payable to such joint venture partners, as the General Partner may deem appropriate, in its discretion. Any joint venture contemplated by the Partnership will be reviewed and will only proceed if approved by the board of directors of the General Partner and approved unanimously by the Independent Directors of the General Partner.

Non-Performing Loans; Foreclosure

Real estate loans acquired by the Partnership (if any) may be nonperforming for a wide variety of reasons. Such nonperforming real estate loans may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a reduction in the interest rate and a write-down of the principal of such loan. However, even if a restructuring were successfully accomplished, a risk exists that, upon maturity of such real estate loan, replacement "takeout" financing will not be available. It is possible that the Partnership may find it necessary or desirable to foreclose on collateral securing one or more real estate loans it originated or purchased. The foreclosure process can be lengthy and expensive. Borrowers often resist foreclosure actions by asserting numerous claims, counterclaims and defenses against the holder of a real estate loan including lender liability claims and defenses, even when such assertions may have no basis in fact, in an effort to prolong the foreclosure process. In some jurisdictions, foreclosure actions can take several years or more to conclude and borrowers may file for bankruptcy protection at any time, staying the foreclosure action and further delaying the foreclosure process. Foreclosure litigation tends to create a negative public image of the underlying collateral and may disrupt ongoing leasing and management of the underlying collateral.

The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Trust. Prospective investors should read this entire Offering Memorandum and consult their own counsel and financial advisors before deciding to invest in the Trust.

ITEM 11 - REPORTING OBLIGATIONS

The Manager will send to Unitholders within 120 days of the Fiscal Year end and, in any event, on or before any earlier date prescribed by applicable laws, annual financial statements of each of the Trust, the Partnership and the General Partner for the Fiscal Year ended immediately prior to such period.

The Manager will, within the time frame required under the Tax Act, forward to each Unitholder who received distributions from the Trust in the prior calendar year, such information and forms as may be needed by the Unitholder in order to complete its income tax return in respect of the prior calendar year under the Tax Act and equivalent provincial legislation in Canada.

Annually, the Manager will make reasonably available to Unitholders an annual report to Unitholders on all Conflicts of Interest Matters reviewed by the Investment Committee and their approvals, including any standing orders if any.

The Manager will make reasonably available to Unitholders such other information as required by applicable securities laws for a non-reporting issuer that distributes securities using the "offering memorandum" exemption (including audited annual financial statements, annual notices of use of proceeds and notices of certain key events, if and when applicable and required). Generally, disclosure documents will be considered to have been "made reasonably available" if the documents are mailed to Unitholders, or if they receive notice (including by e-mail) that the disclosure documents can be viewed on a public website of the Trust or a website accessible by all Unitholders (such as a password-protected website).

Neither the Trust nor the Partnership is a “reporting issuer” or equivalent under the securities legislation of any jurisdiction. Accordingly, neither the Trust nor the Partnership is subject to the “continuous disclosure” requirements of a reporting issuer under securities legislation. Other than the documents described above, we are not required to send you any documents on an annual or ongoing basis.

The Manager will deliver to prospective investors certain documents, including this Offering Memorandum, a Subscription Agreement and any updates or amendments to this Offering Memorandum required by law, from time to time by way of e-mail or by making such documents available through the Manager’s investor portal. In accordance with the terms of the Subscription Agreement provided to prospective investors, delivery of such documents by e-mail or investor portal will constitute valid and effective delivery of such documents unless the Manager receives actual notice that such electronic or portal delivery failed. Unless the Manager receives actual notice that the electronic delivery failed, the Manager is entitled to assume that the e-mail or investor portal posting and the attached documents were actually received by the prospective investor and the Manager will have no obligation to verify actual receipt of such electronic delivery by the prospective investor.

ITEM 12 - RESALE RESTRICTIONS

12.1 General

The Units will be subject to a number of resale restrictions, including restrictions on trading. Until the restriction on trading expires, you will not be able to trade the Units unless you comply with an exemption from the prospectus requirements under securities legislation. Additionally, investors will not be permitted to transfer their Units without the consent of the Trustee.

12.2 Restricted Period

Unless permitted under securities legislation, a holder cannot trade the Units before the date that is four months and a day after the date the Trust becomes a reporting issuer in any province or territory in Canada. Since the Trust is not a reporting issuer in any province or territory, the applicable hold period may never expire, and if no further exemption may be relied upon and if no discretionary order is obtained, this could result in an investor having to hold the Units acquired under the Offering for an indefinite period of time.

12.3 Manitoba Resale Restrictions

In addition to the above, for subscribers resident in Manitoba, unless permitted under securities legislation, a holder must not trade the Units without the prior written consent of the regulator in Manitoba, unless:

(a) the Trust or Partnership (as applicable) has filed a prospectus with the regulator in Manitoba with respect to the Units (as applicable) and the regulator in Manitoba has issued a receipt for that prospectus, or
(b) the holder has held the Units for at least 12 months.

The regulator in Manitoba will consent to such a trade if the regulator is of the opinion that to do so is not prejudicial to the public interest.

The Manager must approve of any proposed disposition of Units. It is the responsibility of each individual holder to ensure that all forms required by the applicable securities legislation are filed as required upon disposition of the Units.

The foregoing is a summary only of resale restrictions relevant to an investor of the securities offered hereunder. It is not intended to be exhaustive. All investors under this Offering should consult with their legal advisors to

determine the applicable restrictions governing resale of the securities purchased hereunder including the extent of the applicable hold period and the possibilities of utilizing any further statutory exemptions or obtaining a discretionary order.

There is no market over which the Units can be transferred, and it is very unlikely that one will develop. Each Subscriber is encouraged to seek independent advice from its legal advisors. See “Item 10 - Risk Factors”.

ITEM 13 - PURCHASERS' RIGHTS

If you purchase Units you will have certain rights, some of which are described below. For information about your rights, you should consult a lawyer.

Your rights relating to your interest in real property will be those provided under the laws of the jurisdiction in which the real property is located. Therefore, it is prudent to consult a lawyer who is familiar with the laws of that jurisdiction before making an investment. All real estate investments are subject to significant risk arising from changing market conditions. See “Item 10 - Risk Factors”.

13.1 Two Day Cancellation Right

You can cancel your agreement to purchase these Units. To do so, you must send a notice to us by midnight on the second Business Day after you sign the agreement to buy the Units.

13.2 Statutory Rights of Action in the Event of a Misrepresentation

Securities legislation in certain of the provinces of Canada provides purchasers with a statutory right of action for damages or rescission in cases where an offering memorandum or any amendment thereto contains an untrue statement of a material fact or omits to state a material fact that is required to be stated or is necessary to make any statement contained therein not misleading in light of the circumstances in which it was made (a “misrepresentation”). These rights, or notice with respect thereto, must be exercised or delivered, as the case may be, by purchasers within the time limits prescribed and are subject to the defences and limitations contained under the applicable securities legislation. Purchasers of Units resident in provinces of Canada that do not provide for such statutory rights will be granted a contractual right similar to the statutory right of action and rescission described below for purchaser’s resident in Ontario and such right will form part of the Subscription Agreement to be entered into between each such purchaser and the Trust in connection with these Offering.

The following summaries are subject to the express provisions of the securities legislation applicable in each of the provinces of Canada and the regulations, rules and policy statements thereunder. Purchasers should refer to the securities legislation applicable in their province along with the regulations, rules and policy statements thereunder for the complete text of these provisions or should consult with their legal advisor. The contractual and statutory rights of action described in this Offering Memorandum are in addition to and without derogation from any other right or remedy that purchasers may have at law.

13.3 Rights of Purchasers in Alberta

If you are a resident of Alberta, and if there is a misrepresentation in this Offering Memorandum, you have a statutory right to sue:

(a) the Trust to cancel your agreement to buy these securities, or

(b) for damages against the Trust, every person who was a director or acting in a similar capacity of the Trust at the date of this Offering Memorandum and every other person who signed this Offering Memorandum.

This statutory right to sue is available to you whether or not you relied on the misrepresentation. However, there are various defences available to the persons or companies that you have a right to sue. In particular, they have a defence if you knew of the misrepresentation when you purchased the securities. Additionally, if you elect to exercise a right of rescission against the Trust, you will have no right of action against the persons described in (b) above.

If you intend to rely on the rights described in (a) or (b) above, you must do so within strict time limitations. You must commence your action to cancel the agreement within 180 days after the date that you purchased the securities. You must commence your action for damages within the earlier of 180 days after you first had knowledge of the facts giving rise to the cause of action and 3 years after the day you purchased the securities.

13.4 Rights of Purchasers in British Columbia

If you are a resident of British Columbia, and if there is a misrepresentation in this Offering Memorandum, you have a statutory right to sue:

(a) the Trust to cancel your agreement to buy these securities, or
(b) for damages against the Trust, every person who was a director or acting in a similar capacity of the Trust at the date of this Offering Memorandum and every other person who signed this Offering Memorandum.

13.5 Rights of Purchasers in Saskatchewan

If you are a resident of Saskatchewan and if there is a misrepresentation in this Offering Memorandum, or any amendment thereto, you have a statutory right to sue:

(a) the Trust to cancel your agreement to buy these securities, or
(b) for damages against the Trust, every promoter of the Trust, every person who was a director or acting in a similar capacity of the Trust at the date of this Offering Memorandum, every person whose consent has been filed respecting the offering but only with respect to reports, opinions and statements made by that person, and every other person who signed this Offering Memorandum.

These statutory rights to sue are available to you whether or not you relied on the misrepresentation. However, there are various defences available to the persons or companies that you have a right to sue. In particular, they have a defence if you knew of the misrepresentation when you purchased the securities. Additionally, if you elect

to exercise a right of rescission against the Trust, you will have no right of action against the persons described in (b) above.

If you intend to rely on the rights described in (a) or (b) above, you must do so within strict time limitations. You must commence your action to cancel the agreement within 180 days after the date that you purchased the securities. You must commence your action for damages within the earlier of one year after you first had knowledge of the facts giving rise to the cause of action and 6 years after the day you purchased the securities.

13.6 Rights of Purchasers in Manitoba

If you are a resident of Manitoba, and if there is a misrepresentation in this Offering Memorandum, you have a statutory right to sue:

(a) the Trust to rescind your agreement to buy these securities, or
(b) for damages against the Trust, every person who was a director or acting in a similar capacity of the Trust at the date of this Offering Memorandum and every other person who signed this Offering Memorandum.

If you intend to rely on the rights described in (a) or (b) above, you must do so within strict time limitations. You must commence your action to rescind the agreement within 180 days after the date that you purchased the securities. You must commence your action for damages within the earlier of 180 days after you first had knowledge of the facts giving rise to the cause of action or 2 years after the day you purchased the securities.

13.7 Rights of Purchasers in Ontario

If you are a resident of Ontario, and if there is a misrepresentation in this Offering Memorandum, a purchaser who purchases a security offered by this Offering Memorandum during the period of distribution has, without regard to whether the purchaser relied on the misrepresentation, the following rights:

(a) the purchaser has a right of action for damages against the Trust, or
(b) where the purchaser purchased the securities from a person or the Trust referred to in clause (a), the purchaser may elect to exercise a right of rescission against the person or the Trust, in which case the purchaser has no right of action for damages against such person or the Trust.

The Trust will not be held liable under this paragraph if the subscriber purchased the securities with the knowledge of the misrepresentation. In an action for damages, the Trust will not be liable for all or any portion of such damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon and in no case will the amount recoverable under this paragraph exceed the price at which the securities were sold to the subscriber.

13.8 Rights of Purchasers in Nova Scotia

If you are a resident of Nova Scotia and if there is a misrepresentation in this Offering Memorandum, or any amendment thereto, you have a statutory right to sue:

13.9 Rights of Purchasers in New Brunswick

If you are a resident of New Brunswick and if there is a misrepresentation in this Offering Memorandum, you have a statutory right to sue:

(a) the Trust to cancel your agreement to buy these securities, or
(b) for damages against the Trust or the seller.

The Trust will not be held liable under this paragraph if the subscriber purchased the securities with the knowledge of the misrepresentation. In an action for damages, the Trust will not be liable for all or any portion of such damages that they prove do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon and in no case will the amount recoverable under this paragraph exceed the price at which the securities were sold to the subscriber. Additionally, if you elect to exercise a right of rescission against the Trust, you will have no right of action against the persons described in (b) above.

If you intend to rely on the rights described in (a) or (b) above, you must do so within strict time limitations. You must commence your action to cancel the agreement within 180 days after the date that you purchased the securities. You must commence your action for damages within the earlier of one year after you first had knowledge of the facts giving rise to the cause of action and 6 years after the day you purchased the securities.

13.10 Rights of Purchasers in Newfoundland and Labrador or Prince Edward Island

If you are a resident of Newfoundland and Labrador or Prince Edward Island, and if there is a misrepresentation in this Offering Memorandum, you have a statutory right to sue:

(a) the Trust to rescind your agreement to buy these securities, or

If you intend to rely on the rights described in (a) or (b) above, you must do so within strict time limitations. You must commence your action to rescind the agreement within 180 days after the date that you purchased the securities. You must commence your action for damages within the earlier of 180 days after you first had knowledge of the facts giving rise to the cause of action or 3 years after the day you purchased the securities.

13.11 Rights of Purchasers in Yukon, the Northwest Territories or Nunavut

If you are a resident of Yukon, the Northwest Territories or Nunavut, and if there is a misrepresentation in this Offering Memorandum, you have a statutory right to sue:

(c) the Trust to rescind your agreement to buy these securities, or
(d) for damages against the Trust, every person who was a director or acting in a similar capacity of the Trust at the date of this Offering Memorandum and every other person who signed this Offering Memorandum.

If you intend to rely on the rights described in (a) or (b) above, you must do so within strict time limitations. You must commence your action to rescind the agreement within 180 days after the date that you purchased the securities. You must commence your action for damages within the earlier of 180 days after you first had knowledge of the facts giving rise to the cause of action or 3 years after the day you purchased the securities.

13.12 Cautionary Statement Regarding Report, Statement or Opinion by Expert

This Offering Memorandum includes: (i) the section entitled "Income Tax Consequences Relating to the Trust" prepared by Lawson Lundell LLP effective as of the date of this Offering Memorandum; (ii) the section entitled "Appraisals" containing information derived from the Accredited Appraisals of Appraisal Group Inc. with respect to the Target Properties (effective October 4, 2024, October 4, 2025 and October 17, 2025, as applicable); and (iii) the audited financial statements of each of the Trust, the Partnership and the General Partner for the period from inception of such entities to October 31, 2025, October 31, 2025, and October 31, 2025, respectively, and the accompanying independent auditor's reports prepared by MNP LLP. Depending on the jurisdiction of Canada in which you are resident, you may not have a statutory right of action against these parties for a misrepresentation in this Offering Memorandum. You should consult with a legal adviser for further information.

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ITEM 14 - FINANCIAL STATEMENTS

[Remainder of page is intentionally blank. The financial statements for the Trust, the Partnership and the General Partner follow.]

F-1

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WestUrban Real Estate Trust Financial Statements

October 31, 2025

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Independent Auditor's Report

MNP

To the Unitholders of WestUrban Real Estate Trust:

Opinion

We have audited the financial statements of WestUrban Real Estate Trust (the "Trust"), which comprise the statement of financial position as at October 31, 2025, and the statement of comprehensive income for the period from April 23, 2025 to October 31, 2025, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Trust as at October 31, 2025, and its financial performance for the six month period then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Trust in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Trust's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Trust's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

MNP LLP

400 MNP Place, 345 Wallace Street, Nanaimo B.C., V9R 5B6

T: 250.753.8251 F: 250.754.3999

PRAXITY®

MNP.ca

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Trust to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

Nanaimo, British Columbia

December 5, 2025

MNP LLP

Chartered Professional Accountants

MNP

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Trust

Statement of Financial Position

As at October 31, 2025

2025

Assets

Current

Non-current

Total assets

Liabilities

Current

Non-current

Unitholders' Equity

Total liabilities and unitholders' equity

e-Signed by Raj Wirk
2025-12-05 10:57:28:28 PST

Trustee

The accompanying notes are an integral part of these financial statements

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Trust

Statement of Comprehensive Income

For the period ended October 31, 2025

| | 6 months ended
October 31, 2025 |
| --- | --- |
| Revenue | - |
| Expenses | - |
| Operating income (loss) | - |
| Other income | - |
| Net income and comprehensive income for the period | - |

The accompanying notes are an integral part of these financial statements

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Trust Notes to the Financial Statements

For the period ended October 31, 2025

Description of entity

WestUrban Real Estate Trust (the "Trust") is an unincorporated, open-ended mutual fund trust whose Unitholders are the holders of the Trust units ("Units") under the laws of the Province of British Columbia, pursuant to a Declaration of Trust dated April 23, 2025. The Trust is domiciled in Canada. Olympia Trust Company (the "Trustee"), a corporation incorporated under the Loan and Trust Corporations Act (Alberta) is the Trustee of the Trust. WestUrban Real Estate Administrator Ltd. (the "Manager"), a corporation incorporated under the laws of British Columbia, is the Manager of the Trust and is responsible for managing the assets of the Trust, has complete discretion to invest and reinvest the Trust's assets, and is responsible for executing all transactions.

An amended Trust agreement was registered on May 29, 2025 to align language with the amended WestUrban Real Estate Limited Partnership Agreement.

A second amended Trust agreement was registered on December 5, 2025 to align the Price of Units with the Valuation Policy of the Trust.

The address of the Trust's registered office is 210-737 Yates Street, Victoria, BC.

Statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

These financial statements were approved by the Board of Directors and authorized for issue on December 5, 2025.

Basis of preparation

Basis of measurement

The financial statements have been prepared on a historical cost basis.

Functional and presentation currency

These financial statements are presented in Canadian dollars, which is the Trust's functional currency.

Significant accounting judgments, estimates and assumptions

The preparation of the Trust's financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. These estimates and assumptions have been made using careful judgment; however, uncertainties could result in outcomes that would require a material adjustment to the carrying amount of the asset or liability affected in the future.

The estimates and underlying assumptions are prepared based on management's best knowledge of current events and actions that the Trust may undertake in the future. These estimates and underlying assumptions are reviewed on an ongoing basis and revisions to accounting estimates are recognized prospectively in comprehensive income in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Trust Notes to the Financial Statements

For the period ended October 31, 2025

4. Material accounting policy information

The following principal accounting policies have been adopted in the preparation of these financial statements.

Financial instruments

Financial assets

Recognition and initial measurement

The Trust recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in profit or loss when incurred.

Classification and subsequent measurement

On initial recognition, financial assets are classified as subsequently measured at amortized cost, fair value through other comprehensive income (FVOCI) or fair value through profit or loss (FVTPL). The Trust determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics.

Business model assessment

The Trust assesses the objective of its business model for holding a financial asset at a level of aggregation which best reflects the way the business is managed and information is provided to management. Information considered in this assessment includes stated policies and objectives, how performance of the portfolio is evaluated, risks affecting the performance of the business model, how managers of the business are compensated, the significance and frequency of sales in prior periods, etc.

Contractual cash flow assessment

The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual terms. For this purpose, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the Trust considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Trust's claim to cash flows, and any features that modify consideration for the time value of money.

Impairment

The Trust recognizes a loss allowance for the expected credit losses associated with its financial assets, other than equity investments. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions.

The date the Trust commits to purchasing a financial asset is considered the date of initial recognition for the purpose of applying the Trust's accounting policies for impairment of financial assets.

The Trust assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include a breach in contract. For financial assets assessed as credit-impaired at the reporting date, the Trust will recognize a loss allowance equal to lifetime expected credit losses.

Loss allowances for expected credit losses are presented in the statement of financial position as a deduction from the gross carrying amount of the financial assets measured at amortized cost.

Financial assets are written off when the Trust has no reasonable expectations of recovering all or any portion thereof.

Derecognition of financial assets

The Trust derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire or when the contractual rights to those assets are transferred.

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Trust Notes to the Financial Statements

For the period ended October 31, 2025

Material accounting policy information (Continued from previous page)

Financial instruments (Continued from previous page)

Financial liabilities

Recognition and initial measurement

The Trust recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Trust measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in profit or loss.

Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the residual amount. Transaction costs of equity transactions are treated as a deduction from equity.

Classification and subsequent measurement

Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains and losses relating to a financial liability are recognized in profit or loss. Distributions to holders of instruments classified as equity are recognized directly in equity.

Derecognition of financial liabilities

The Trust derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire.

Income taxes

The Trust is a mutual fund trust as defined in the Income Tax Act (Canada) (the "Act"). Under current tax legislation, a mutual fund trust is entitled to deduct distributions of taxable income such that it is not liable to pay income taxes provided that its taxable income is fully distributed to Unitholders. The Trust qualifies as a mutual fund trust and has made distributions not less than the amount necessary to ensure that the Trust will not be liable to pay income taxes.

Standards issued but not yet effective

The Trust has not yet applied the following new standards, interpretations and amendments to standards that have been issued as at October 31, 2025 but are not yet effective. Unless otherwise stated, the Trust does not plan to early adopt any of these new or amended standards and interpretations.

Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

Amendments to IFRS 9 and IFRS 7, issued in May 2024, clarify the date of recognition and derecognition of some financial assets and liabilities, and add further guidance for assessing whether a financial asset meets the solely payment of principal and interest criterion. The amendments also add new disclosures for certain instruments with contractual terms that can change cash flows (on occurrence or non-occurrence of a contingent event) and update the disclosures for investments in equity instruments designated at fair value through other comprehensive income.

The amendments are effective for annual periods beginning on or after January 1, 2026. The Trust is currently assessing the impact of these amendments on its financial statements.

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18, issued in April 2024, replaces IAS 1 Presentation of Financial Statements and establishes the overall requirements for presentation and disclosures in the financial statements, including a new defined structure for the Statement of Profit or Loss and specific disclosure requirements related to management-defined performance measures. IFRS 18 also enhances guidance on how to group information within the financial statements.

IFRS 18 is effective for annual periods beginning on or after January 1, 2027, including for interim financial statements. The Trust is currently assessing the impact of these amendments on its financial statements.

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Trust Notes to the Financial Statements

For the period ended October 31, 2025

5. Adoption of IFRS Accounting Standards

These are the Trust's first financial statements prepared in accordance with IFRS.

The accounting policies in Note 4 have been applied in preparing the financial statements for the period ended October 31, 2025. As the current period includes the inception of the Trust, comparative information is not applicable.

6. Management services agreement

The Trust has entered into a Management Services Agreement ("the Agreement") effective May 29, 2025 with WestUrban Capital Management Ltd., WestUrban Real Estate Limited Partnership ("Partnership"), WestUrban Real Estate Administrator Ltd., and WestUrban Real Estate GP Inc., where the Partnership will cover all organization expenses of both the Partnership and the Trust.

In consideration for arranging any debt, loan or other borrowing transaction entered into by the Trust, the Trust will pay WestUrban Real Estate Administrator Ltd. a Financing Fee of 0.50% of the amount borrowed, plus GST.

7. Capital management

The Trust's objectives when managing capital is to safeguard the Trust's ability to continue as a going concern, to issue sufficient Units to permit the Trust to in turn acquire sufficient LP Units to allow the Limited Partnership to invest in a diverse portfolio of real estate properties, to provide Unitholders with profits derived from the Trust's investment in LP Units, and indirectly from the Limited Partnership's investment in properties; and to distribute such profits among the Unitholders.

The Trust sets the amount of capital in proportion to risk and manages the capital structure and makes adjustments to it in light of changes to economic conditions and the risk characteristics of the underlying assets, as well as with consideration of externally imposed capital requirements. The Company defines its capital structure as unitholders' equity.

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Limited Partnership

Financial Statements

October 31, 2025

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

Independent Auditor's Report

MNP

To the Partners of WestUrban Real Estate Limited Partnership:

Opinion

We have audited the financial statements of WestUrban Real Estate Limited Partnership (the "Partnership"), which comprise the statement of financial position as at October 31, 2025, and the statements of comprehensive income and changes in partners' capital for the period from April 25, 2025 to October 31, 2025, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Partnership as at October 31, 2025, and its financial performance and its cash flows for the six month period then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Partnership in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

In preparing the financial statements, management is responsible for assessing the Partnership's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Partnership or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Partnership's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

MNP LLP

400 MNP Place, 345 Wallace Street, Nanaimo B.C., V9R 5B6

T: 250.753.8251 F: 250.754.3999

PRAXITY®

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Partnership's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Partnership to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Nanaimo, British Columbia

December 5, 2025

MNP LLP

Chartered Professional Accountants

MNP

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Limited Partnership

Statement of Financial Position

As at October 31, 2025

	2025
Assets
Current
Advances to related parties (Note 7)	1,020
Total assets	1,020
Liabilities
Current	-
Partners Capital (Note 8)	1,020
Total liabilities and unitholders' equity	1,020

e-Signed by Raj Wirk
2025-12-05 10:57:41:41 PST

Trustee

The accompanying notes are an integral part of these financial statements

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Limited Partnership Statement of Comprehensive Income

For the period ended October 31, 2025

| | 6 months ended
October 31, 2025 |
| --- | --- |
| Revenue | - |
| Expenses | - |
| Operating income | - |
| Other income | - |
| Net income and comprehensive income for the period | - |

The accompanying notes are an integral part of these financial statements

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Limited Partnership

Notes to the Financial Statements

For the year ended October 31, 2025

1. Description of entity

WestUrban Real Estate Limited Partnership (the "Partnership") was entered into by the initial limited partner and WestUrban Real Estate GP Inc. (the "General Partner") under the jurisdiction of the Province of British Columbia on April 25, 2025. The Partnership is domiciled in Canada.

An amendment to the Partnership was registered on May 29, 2025, to update and finalize the terms and conditions of the limited partnership agreement.

The address of the Partnership's registered office is 1600 - 925 West Georgia Street, Vancouver, BC.

The Partnership will carry on the business of acquiring, managing and holding direct or indirect interests in high-quality new generation purpose built rental real estate assets located in Western Canada.

The Partnership is managed by the General Partner, who has the authority to manage, control and operate the business and affairs of the Partnership, represent the Partnership, and make all decisions regarding the business of the Partnership. These financial statements have been prepared on the going concern assumption that the Partnership will be able to realize its assets and discharge its liabilities in the normal course of business.

The Partnership is not subject to income tax. Income earned is allocated to the partners based on their agreed upon rates, and is ultimately taxed (if applicable) in the hands of each partner. As such, no consideration for income taxes has been accounted for in these financial statements.

2. Statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") incorporating interpretations issued by the IFRS Interpretations Committee ("IFRICs").

These financial statements were approved by the Board of Directors and authorized for issue on December 5, 2025.

3. Basis of preparation

Basis of measurement

The financial statements have been prepared on a historical cost basis.

Functional and presentation currency

These financial statements are presented in Canadian dollars, which is the Partnership's functional currency.

Significant accounting judgments, estimates and assumptions

The preparation of the Partnership's financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. These estimates and assumptions have been made using careful judgment; however, uncertainties could result in outcomes that would require a material adjustment to the carrying amount of the asset or liability affected in the future.

The estimates and underlying assumptions are prepared based on management's best knowledge of current events and actions that the Partnership may undertake in the future. These estimates and underlying assumptions are reviewed on an ongoing basis and revisions to accounting estimates are recognized prospectively in comprehensive income in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Limited Partnership Notes to the Financial Statements

For the year ended October 31, 2025

4. Material accounting policy information

The following principal accounting policies have been adopted in the preparation of the financial statements.

Financial instruments

Financial assets

Recognition and initial measurement

The Partnership recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in profit or loss when incurred.

Classification and subsequent measurement

Subsequent to initial recognition, all financial assets are classified and subsequently measured at amortized cost. Financial assets measured at amortized cost are comprised of advances to related parties.

Reclassifications

The Partnership reclassifies debt instruments only when its business model for managing those financial assets has changed. Reclassifications are applied prospectively from the reclassification date and any previously recognized gains, losses or interest are not restated.

Impairment

The Partnership recognizes a loss allowance for the expected credit losses associated with its financial assets, other than debt instruments measured at fair value through profit or loss and equity investments. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions.

The Partnership assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include a breach in contract, such as a default or delinquency in interest or principal payments. For financial assets assessed as credit-impaired at the reporting date, the Partnership will recognize a loss allowance equal to lifetime expected credit losses.

Loss allowances for expected credit losses are presented in the statement of financial position as follows:

For financial assets measured at amortized cost, as a deduction from the gross carrying amount of the financial assets.

Financial assets are written off when the Partnership has no reasonable expectations of recovering all or any portion thereof.

Derecognition of financial assets

The Partnership derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.

Financial liabilities

Recognition and initial measurement

The Partnership recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Partnership measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in profit or loss.

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Limited Partnership Notes to the Financial Statements

For the year ended October 31, 2025

4. Material accounting policy information (Continued from previous page)

Financial instruments (Continued from previous page)

Classification and subsequent measurement

Derecognition of financial liabilities

The Partnership derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire.

Partners' capital

Proceeds from the sale of limited partnership units and the distributions that have been given to holders of the instruments classified as equity instruments have been recorded by the Partnership directly in partners' capital.

Standards issued but not yet effective

The Partnership has not yet applied the following new standards, interpretations and amendments to standards that have been issued as at October 31, 2025 but are not yet effective. Unless otherwise stated, the Partnership does not plan to early adopt any of these new or amended standards and interpretations.

Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures)

The amendments are effective for annual periods beginning on or after January 1, 2026. The Partnership is currently assessing the impact of these amendments on its financial statements.

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 is effective for annual periods beginning on or after January 1, 2027, including for interim financial statements. The Partnership is currently assessing the impact of these amendments on its financial statements.

5. Adoption of IFRS Accounting Standards

These are the Partnership's first financial statements prepared in accordance with IFRSs.

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Limited Partnership

Notes to the Financial Statements

For the year ended October 31, 2025

6. Management services agreement

The Partnership has entered into a Management Services Agreement ("the Agreement") effective May 29, 2025 with WestUrban Capital Management Ltd., WestUrban Real Estate Trust ("Trust"), WestUrban Real Estate Administrator Ltd., and WestUrban Real Estate GP Inc., where the Partnership will cover all organization expenses of both the Partnership and the Trust.

The Partnership will pay WestUrban Real Estate Administrator Ltd. a Management Fee per annum equal to 2% of the Net Asset Value of the Partnership plus GST. The Management Fee will be payable quarterly in advance until termination of the Agreement.

In consideration for arranging any debt, loan or other borrowing transaction entered into by the Partnership, the Partnership will pay WestUrban Real Estate Administrator Ltd. a Financing Fee of 0.50% of the amount borrowed, plus GST.

In consideration for services in connection with each acquisition or disposition of an Investment by the Partnership, or entities controlled by it, but excluding any acquisition from or disposition to any WestUrban entity, the Partnership will pay on closing of the transaction, a fee of 1% of the gross acquisition or gross disposition price of the investment, plus GST.

As of October 31, 2025, no assets have been acquired or amounts borrowed, therefore no fees have been incurred.

7. Advances to related party

Advances to related parties with common officers and directors over the Partnership are unsecured, non-interest bearing and due on demand.

$10 is receivable from WestUrban Capital Management Ltd., as Initial Limited Partner of the Partnership.

$1,010 is receivable from Westurban Real Estate GP Ltd. as General Partner and Promote Partner, per the Limited Partnership Agreement.

8. Partners' capital

The following units were outstanding at October 31, 2025:

	Outstanding, beginning of period	Issuance of partnership units	Total
Class A - Initial Limited Partner	-	1	10
General Partner Interest	-	-	1,010
	-	1	1,020

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Limited Partnership

Notes to the Financial Statements

For the year ended October 31, 2025

Partners' capital (Continued from previous page)

Authorized Units and GP Interest

The interests of the partners in the Partnership shall be divided into and represented by an unlimited number of Units. The interests of the Limited Partners will initially be divided into four Classes of Units - Class A, Class B, Class C and Class F.

Each unit represents a Limited Partner's proportional undivided beneficial interest in the Partnership and all of which together shall represent the interests of the partners in the Partnership.

The Class Net Asset Value, sales commissions and rate of distributions in respect of a Unit in one Class may differ from the Class Net Asset Value, sales commissions and rate of distributions in respect of a Unit in another Class.

The Carry Percentage and the Hurdle rate in respect of a Unit in one Class may differ from the Carry Percentage and Hurdle Rate in respect of a Unit in another Class. For Class B Units, the Carry Percentage and Hurdle Rate may differ in respect of a Unit in the same Class. Hurdle Rate is defined in the Limited Partnership Agreement as a specified minimum rate or return on the relevant Class of Units during the fiscal year, as set out in the subscription agreement for each Class (non-cumulative and reset annually). Carry Percentage is defined in the Limited Partnership Agreement as the percentage of the return above the Hurdle Rate for each Class of Units that will be payable to the Promote Partner (WestUrban Real Estate GP Inc.), as set out in the subscription agreement for each Class.

Except for the one initial Class A Unit issued to the Initial Limited Partner, the Class A Units and the Class F Units are reserved exclusively for investment by the Trust. Class B Units are reserved exclusively for investment by institutional investors and other accredited investors who meet minimum subscription sizes and other conditions determined by the General partner from time to time. Class C Units are reserved exclusively to the Promote Partner (Westurban Real Estate GP Inc.)

The Initial Limited Partner, WestUrban Capital Management Ltd., has subscribed for one Class A unit for an aggregate contribution of $10. On the Initial Closing Date, when Units are sold to another Limited Partner, the Initial Limited Partner is entitled to payment from the Partnership of $10 as a return of capital contribution, upon which the Class A Unit issued to the Initial Limited Partner will be redeemed and cancelled.

The General Partner in its capacity as the general partner of the Partnership, is not required to hold any units within the Partnership and has contributed $10 to be entitled to a 0.001% interest in the Partnership. The General Partner is not a Limited Partner and will not hold any units. In addition, the General Partner, acting as Promote Partner per the Limited Partnership Agreement, has made an initial Capital Contribution of $1,000 to the Partnership.

Distributions to Partners

Any distribution of distributable cash made at the discretion of the General Partner shall be as follows:

i) first, as to 0.001% to the General Partner;
ii) second, to the Promote Partner (Westurban Real Estate GP Inc.) an amount for each Class (other than Class C Units) equal to the Carry Percentage of the Total Returns for such Class above the Hurdle Rate for such Fiscal year (the "Carry Allocation"), if any; and
iii) third, as to the remainder, allocated among each Class (other than Class C Units) based on the relative Class Net Asset Value of each Class at the end of the prior fiscal year (without giving effect to the any allocation or accrual to the Carry Allocation) and then made to the Limited Partners of each Class pro rata based on the number of Units held.

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate Limited Partnership Notes to the Financial Statements

For the year ended October 31, 2025

Partners' capital (Continued from previous page)

Allocation of Income or Loss

Any comprehensive income or loss of the Partnership will be allocated between the General Partner and the Limited Partners and credited or charged to their capital accounts. Allocations will be calculated by the General Partner with a view to ensuring that each Partner is allocated a portion of the Partnership's net income that substantially corresponds to the distributions of income, as noted above.

Allocation of Income or Loss for Tax Purposes

All income, gains, losses, deductions and credits of the Partnership will be allocated, for federal and provincial income tax purposes, among the Partners as at the year end in the same proportions as the net income or loss is allocated to the Partners, except if any such allocation for tax purposes is not permitted by Tax or other Applicable Laws. Recapture of capital cost allowance arising from the disposal of assets will be specially allocated to those Partners in proportion to the extent to which that unitholder may reasonably be considered to have benefited from the deduction of such capital cost allowance in previous fiscal years.

Capital management

The Partnership's objectives when managing capital is to safeguard the entity's ability to continue as a going concern, so that it can provide returns for limited partners.

The Partnership sets the amount of capital in proportion to risk and manages the capital structure and makes adjustments to it in light of changes to economic conditions and the risk characteristics of the underlying assets, as well as with consideration of externally imposed capital requirements. The Partnership defines its capital structure as partners' capital.

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate GP Inc.
Financial Statements
October 31, 2025

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

Independent Auditor's Report

MNP

To the Shareholder of WestUrban Real Estate GP Inc.:

Opinion

We have audited the financial statements of WestUrban Real Estate GP Inc. (the "Company"), which comprise the statement of financial position as at October 31, 2025, and the statement of comprehensive income for the period from April 16, 2025 to October 31, 2025, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2025 and its financial performance for the period then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

MNP LLP

400 MNP Place, 345 Wallace Street, Nanaimo B.C., V9R 5B6

T: 250.753.8251 F: 250.754.3999

PRAXITY®

MNP.ca

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Nanaimo, British Columbia

December 5, 2025

✓

Chartered Professional Accountants

MNP

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate GP Inc.
Statement of Financial Position
As at October 31, 2025

	2025
Assets
Current
Receivable from shareholder	1
Total assets	1
Equity
Share capital	1
Total Equity	1
Approved on behalf of the Board
e-Signed by Raj Wirk
2025-12-05 10:57:55:55 PST
Director

The accompanying notes are an integral part of these financial statements

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate GP Inc.
Statement of Comprehensive Income
For the period ended October 31, 2025

| | 6 months ended
October 31, 2025 |
| --- | --- |
| Revenue | - |
| Expenses | - |
| Operating income | - |
| Other income | - |
| Net income and comprehensive income for the period | - |

The accompanying notes are an integral part of these financial statements

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate GP Inc.

Notes to the Financial Statements

For the year ended October 31, 2025

Description of entity

WestUrban Real Estate GP Inc. (the "Company") was incorporated under the jurisdiction of the Province of British Columbia on April 16, 2025. The Company is domiciled in Canada.

The address of the Company's registered office is 1600 - 925 West Georgia Street, Vancouver, BC.

The Company will carry on business by managing and controlling WestUrban Real Estate Limited Partnership ("the Partnership") which will invest directly or indirectly primarily in stabilized, newly built, income-generating purpose built rental assets across Western Canada; and in other forms of commercial real estate, including short-term loans to development projects.

Statement of compliance

These financial statements were approved by the Board of Directors and authorized for issue on December 5, 2025.

Basis of preparation

Basis of measurement

The financial statements have been prepared on the historical basis.

Functional and presentation currency

These financial statements are presented in Canadian dollars, which is the Company's functional currency.

Significant accounting judgments, estimates and assumptions

The preparation of the Company's financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. These estimates and assumptions have been made using careful judgment; however, uncertainties could result in outcomes that would require a material adjustment to the carrying amount of the asset or liability affected in the future.

The estimates and underlying assumptions are prepared based on management's best knowledge of current events and actions that the Company may undertake in the future. These estimates and underlying assumptions are reviewed on an ongoing basis and revisions to accounting estimates are recognized prospectively in comprehensive income in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate GP Inc.
Notes to the Financial Statements
For the year ended October 31, 2025

4. Material accounting policy information

Except as noted above, the following principal accounting policies have been adopted in the preparation of these financial statements.

Financial instruments

Financial assets

Recognition and initial measurement

The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in profit or loss when incurred.

Classification and subsequent measurement

Reclassifications

The Company reclassifies debt instruments only when its business model for managing those financial assets has changed. Reclassifications are applied prospectively from the reclassification date and any previously recognized gains, losses or interest are not restated.

Impairment

The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than debt instruments measured at fair value through profit or loss and equity investments. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions.

The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include a breach in contract, such as a default or delinquency in interest or principal payments. For financial assets assessed as credit-impaired at the reporting date, the Company will recognize a loss allowance equal to lifetime expected credit losses.

Loss allowances for expected credit losses are presented in the statement of financial position as follows:

For financial assets measured at amortized cost, as a deduction from the gross carrying amount of the financial assets.

Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof.

Derecognition of financial assets

The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.

Financial liabilities

Recognition and initial measurement

The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in profit or loss.

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate GP Inc.
Notes to the Financial Statements
For the year ended October 31, 2025

Material accounting policy information (Continued from previous page)

Financial instruments (Continued from previous page)

Classification and subsequent measurement

Derecognition of financial liabilities

The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire.

Standards issued but not yet effective

The Company has not yet applied the following new standards, interpretations and amendments to standards that have been issued as at October 31, 2025 but are not yet effective. Unless otherwise stated, the Company does not plan to early adopt any of these new or amended standards and interpretations.

Annual Improvements to IFRS Accounting Standards – Volume 11

Annual Improvements to IFRS Accounting Standards – Volume 11, issued in July 2024, include narrow-scope amendments to several IFRS Accounting Standards to improve the clarity and internal consistency of standards.

In IFRS 9 Financial Instruments, the amendments clarify that when a lessee determines that a lease liability has been extinguished in accordance with IFRS 9, the lessee is required to recognize any difference between the carrying amount and the consideration paid in profit and loss.

Also, the amendments to IFRS 9 require that a trade receivable which does not contain a significant financing component should be measured at initial recognition at an amount determined by applying IFRS 15 Revenue from contracts with customers, which might differ from the transaction price.

Other amendments include minor editorial changes to: IFRS 1 First-time Adoption of International Financial Reporting Standards; IFRS 7 Financial Instruments: Disclosures; IFRS 10 Consolidated Financial Statements; and IAS 7 Statement of Cash Flows.

These amendments are effective for annual periods beginning on or after January 1, 2026. Entities are required to apply the amendment relating to derecognition of lease liabilities to lease liabilities that are extinguished on or after the beginning of the annual reporting period in which the entity first applies the amendment. The Company is currently assessing the impact of these amendments on its financial statements.

Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures)

The amendments are effective for annual periods beginning on or after January 1, 2026. The Company is currently assessing the impact of these amendments on its financial statements.

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 is effective for annual periods beginning on or after January 1, 2027, including for interim financial statements. The Company is currently assessing the impact of these amendments on its financial statements.

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

WestUrban Real Estate GP Inc.

Notes to the Financial Statements

For the year ended October 31, 2025

5. Adoption of IFRS Accounting Standards

These are the Company's first financial statements prepared in accordance with IFRS.

The accounting policies in Note 4 have been applied in preparing the financial statements for the period ended April 16, 2025. As the current period includes the inception of the Company, comparative information is not applicable.

6. Capital management

The Company's objectives when managing capital is to safeguard the entity's ability to continue as a going concern.

The Company sets the amount of capital in proportion to risk and manages the capital structure and makes adjustments to it in light of changes to economic conditions and the risk characteristics of the underlying assets, as well as with consideration of externally imposed capital requirements. The Company defines its capital structure as shareholders equity.

Docusign Envelope ID: 1C2684D0-B51C-4C10-8A80-31DA60FAA2B2

Dated: December 5, 2025

CERTIFICATE

This Offering Memorandum does not contain a misrepresentation.

WESTURBAN REAL ESTATE TRUST

By its Manager

WESTURBAN REAL ESTATE ADMINISTRATOR LTD.

WESTURBAN CAPITAL MANAGEMENT LTD.

C-1

AI assistant

Leocor Mining Inc. — Capital/Financing Update 2026

47740_rns_2026-03-30_f3c9f3f5-6c17-4cc3-b78a-622cbf805467.pdf

OFFERING MEMORANDUM

WESTURBAN REAL ESTATE TRUST

Income Tax Consequences:

Insufficient Funds:

Compensation Paid to Sellers and Finders:

Related/Connected Issuers:

Payments to Related Parties:

Certain Related Party Transactions:

Conditions on Repurchases:

Resale Restrictions:

Purchaser’s Rights:

Risk Factors:

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

THIRD PARTY DATA

HISTORICAL INFORMATION

NON-GAAP MEASURES

MARKETING MATERIALS

GLOSSARY

ITEM 1 - USE OF AVAILABLE FUNDS

1.1 Funds

Notes:

1.2 Use of Available Funds

1.3 Proceeds Transferred to Other Trusts

ITEM 2 - BUSINESS OF THE ISSUER AND OTHER INFORMATION AND TRANSACTIONS

2.1 Structure of the Trust

Notes:

2.1.1. The Trust and Trustee

2.1.2. Management of the Trust – The Manager

2.1.3. Undertakings of the Trust

2.1.4. The Partnership

2.1.5. Management of the Partnership – The General Partner

2.1.6. Conflicts of Interest

Permitted Conflicts of Interest

Investment Committee and Investment Committee Mandate

2.2 The Business

2.2.1. General

2.2.2. WestUrban Developments

2.2.3. Overview of Target Real Estate Market

2.2.4. Investment Objectives

2.2.5. Investment Strategies

2.2.6. Investment Process

2.2.7. WestUrban ROFO

2.2.8. Dispositions

2.2.9. Debt Financing

2.2.10. Cash Flow Payments

2.2.11. Property Management

2.2.12. Competitors

2.3 Development of Business

2.3.1. The Target Properties

Appraisals

Due Diligence on the Target Properties

Investment Analysis & Strategy for the Target Properties

Summary Information on the Target Properties as of October 31, 2025

Purchaser’s Interest in Real Property

Approvals & Costs and Objectives

Locations of Target Properties

2.4 Long-Term Objectives

2.5 Short-Term Objectives

Notes:

2.6 Insufficient Funds

2.7 Additional Disclosure for Issuers Without Significant Revenue

2.8 Material Contracts

2.8.1. Declaration of Trust

Purpose of the Trust

Trustee and Duties of Trustee

Trust Expenses and Trustee Fees

Duties of the Manager

Distributions

Unit Redemptions (Cash and Units)

Transfer of Units

Pre-emptive Rights of Units

Meetings of Unitholders

Quorum

Voting Rights of Unitholders

Voting of Class A LP Units Held by the Trust

Removal of Trustee

Leocor Mining Inc. Capital/Financing Update 2026