Profound Medical Corp. - Proxy Solicitation & Information Statement 2024

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 3, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

MARCH 7, 2024

LETTER TO SHAREHOLDERS

March 7, 2024

Dear Shareholder:

It is my pleasure to extend to you, on behalf of the board of directors (the “ Board ”) of NexLiving Communities Inc. (the “ Company ”), an invitation to attend a special meeting (the “ Meeting ”) of the shareholders (each, a “ Shareholder ” and collectively, the “ Shareholders ”) of the Company to be held at 11:00 a.m. EDT on April 3, 2024 at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, ON M5L 1B9. On January 22, 2024, the Company announced that it had entered into an agreement (the “ Purchase Agreement ”), pursuant to which the Company will acquire a portfolio (the “ Acquisition Portfolio ”) of multi-family real estate assets from 8985979 Canada Inc. (“ 898 ”) and Devcore Group Inc. (“ Devcore ” and together with 898, the “ Sellers ”), consisting of 991 units located in Ontario and Québec (the “ Purchased Assets ”) with an appraised value of $224 million, in exchange for approximately 49% of the Company’s issued and outstanding common shares on closing and the Company’s assumption of approximately $166 million in mortgage principal (the “ Transaction ”), as more particularly described in the accompanying management information circular (the “ Circular ”).

We are excited to announce this transformational merger. The Transaction will immediately add scale to the business, almost doubling the Company’s portfolio size, meaningfully reduce our G&A as a percentage of net operating income, and yields significant accretion to funds from operations per share. We intend to use the significant free cash generation of the combined business to continue our successful high-growth, secondary market strategy and to de-lever the balance sheet over time. The commitment from the Sellers to take 100% of the Transaction consideration in shares (subject to adjustment in accordance with the Purchase Agreement) speaks to their confidence in the Company’s portfolio and our free cash flow strategy. We are excited to execute on our shared vision to become a leader in Canada’s high-growth secondary markets.

As a result of the Transaction and the allocation of the purchase price, 898 (controlled by Jeff York and Jean-Pierre Poulin) will become a Control Person of the Company (as defined in the policies of the TSX Venture Exchange). On closing, Jeff York and Jean-Pierre Poulin, the principals of 898, will enter into a standstill and investor rights agreement with the Company, pursuant to which they will be entitled, among other things, to certain nomination and committee membership rights and consent rights in connection with certain material transactions and changes to Board committees and management depending on their ownership interest in the Company. The standstill and investor rights agreement will also contain a three-year standstill and two-year lock-up, each subject to certain exceptions.

Following closing, Jeff York will be appointed as Chairman of the Company’s Board, Richard Turner will serve as Vice Chairman of the Board, and the Board will consist of Jeff York (Chairman), Richard Turner (Vice Chairman), Michael Anaka, Bill Hennessey, Jean-Pierre Poulin, Francis Pomerleau and myself, Stravro Stathonikos (Chief Executive Officer). The post-Transaction Board, as well the Company’s senior management, will agree to a lock-up on substantially similar terms as Jeff York and Jean-Pierre Poulin under their standstill and investor rights agreement.

The Company’s Board has unanimously determined that the Transaction is in the best interests of the Company. In making such determination, the Board relied, among other factors, upon a fairness opinion of Echelon Capital Markets, which provided that, subject to the assumptions, limitations and qualifications set out in such fairness opinion, the consideration to be paid by the Company is fair from a financial point of view to the Company. Each of the Company’s directors unanimously supports the Transaction, has entered into a voting and support agreement and recommends that Shareholders vote in favour of the resolutions more particularly described in the Circular.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOUR OF THE RESOLUTIONS SET OUT IN THE CIRCULAR.

All officers and directors of the Company, as well as certain shareholders, representing approximately 43% of the issued and outstanding shares of the Company have entered into voting and support agreements with Devcore in support of the Transaction and intend to vote their Shares IN FAVOUR of the resolutions set out in the Circular.

The enclosed Circular contains a detailed description of the Transaction and certain information relating to the Purchased Assets. Please give this material careful consideration and, if you require assistance, consult your financial, tax, legal or other professional advisors to determine the particular impact of the Transaction upon you, having regard to your own particular circumstances.

You can complete and return the enclosed form of proxy in a number of ways. Please see the enclosed Notice of Special Meeting and Circular for information on how to vote your shares of the Company. Your vote must be received by 11:00 a.m. EDT on April 1, 2024 (or if the Meeting is adjourned or postponed, on the second last business day prior to the date of the adjourned or postponed Meeting). If you hold your shares of the Company through an intermediary such as a broker or investment dealer, your intermediary may require you to submit your vote at an earlier date and/or time.

Completion of the Transaction is subject to the satisfaction of certain closing conditions, including the receipt of Shareholder and other regulatory and institutional approvals. As such, there is no assurance that the Transaction will be completed or, if completed, will be on terms that are the same as those disclosed in the Circular. Risk factors with respect to the Transaction are described more fully in the enclosed Circular.

This is an important matter affecting the future of the Company and your vote is important regardless of the number of shares of the Company you own. The Board and management thank you for your continued confidence, and we look forward to seeing you on April 3, 2024.

Yours very truly,

“Stavro Stathonikos”

Stavro Stathonikos Chief Executive Officer

iii

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of holders (the “ Shareholders ”) of common shares (the “ Shares ”) of NexLiving Communities Inc. (the “ Company ”) will be held at 11:00 a.m. EDT on April 3, 2024 at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, ON M5L 1B9 for the following purposes:

To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the shareholders of the Company approving 8985979 Canada Inc. becoming a new “Control Person” (as such term is defined in the TSX-V Corporate Finance Manual) of the Company in connection with the transactions described in the accompanying management information circular dated March 7, 2024 (the “ Circular ”), as more fully described in the Circular.
To transact such other or further business as may properly come before the Meeting or any adjournment or postponement thereof.

Each person who is a holder of record of Shares at the close of business on February 12, 2024 (the “ Record Date ”) is entitled to receive notice of, and to attend and vote at, the Meeting, and any adjournment or postponement(s) thereof.

Registered Shareholders unable to attend the Meeting in person are requested to read the Circular and the form of proxy which accompanies this Notice and to complete, sign, date and deliver the form of proxy, together with the power of attorney or other authority, if any, under which it was signed (or a notarially certified copy thereof) to the Company’s transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department. To be effective, proxies must be received by Computershare Investor Services Inc. not later than 11:00 a.m. EDT on April 1, 2024 or 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment or postponement of the Meeting. Late proxies may be accepted or rejected by the chair of the Meeting in his or her discretion, and the chair is under no obligation to accept or reject any particular late proxy.

Non-registered Shareholders who received the proxy through an intermediary must deliver the proxy in accordance with the instructions given by such intermediary.

The voting rights attached to the Shares represented by a proxy in the enclosed form of proxy will be voted in accordance with the instructions indicated thereon. If no instructions are given, the voting rights attached to such Shares will be voted IN FAVOUR of the resolutions set out in the Circular.

The Circular provides additional information relating to proxies and the matters to be dealt with at the Meeting, and forms part of this Notice.

DATED at Toronto, Ontario this 7th day of March, 2024.

BY ORDER OF THE BOARD OF DIRECTORS,

“ Stavro Stathonikos ” (signed)

Stavro Stathonikos Chief Executive Officer

GENERAL INFORMATION .................................................................................................................... 1 MEANING OF CERTAIN REFERENCES .............................................................................................. 1 FORWARD-LOOKING STATEMENTS .................................................................................................. 1 NON-IFRS MEASURES ......................................................................................................................... 3 GLOSSARY ........................................................................................................................................... 5 SUMMARY ........................................................................................................................................... 20 PROXY SOLICITATION INFORMATION ............................................................................................ 25 APPOINTMENT AND REVOCATION OF PROXIES .......................................................................... 25 VOTING AT MEETING AND QUORUM .............................................................................................. 28 PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING ........................................ 29 THE TRANSACTION ........................................................................................................................... 29 THE SELLERS ..................................................................................................................................... 64 RISK FACTORS ................................................................................................................................... 65 SHAREHOLDER PROPOSALS .......................................................................................................... 69 AUDITORS, TRANSFER AGENT AND REGISTRAR ......................................................................... 69 ADDITIONAL INFORMATION ............................................................................................................. 69 APPROVAL .......................................................................................................................................... 70 APPENDIX “A” – FAIRNESS OPINION .............................................................................................. A-1 APPENDIX “B” – TRANSACTION RESOLUTION .............................................................................. B-1

GENERAL INFORMATION

This Circular is furnished in connection with the solicitation of proxies by or on behalf of management of the Company for use at the meeting of the Shareholders of the Company to be held at 11:00 a.m. EDT on April 3, 2024 at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, ON M5L 1B9 and any adjournment(s) or postponement(s) thereof. No person has been authorized to give any information or make any representation in connection with any matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by the Company or management. Information contained in this Circular is given as of the date of this Circular unless otherwise specifically stated.

MEANING OF CERTAIN REFERENCES

Certain terms used in this Circular are defined under “Glossary”. Amounts are stated in Canadian dollars unless otherwise indicated. Unless the context otherwise requires, all references in this Circular to the “Company” refer to the Company and its subsidiary entities on a consolidated basis; and in the case of references to matters undertaken by a predecessor in interest to the Company or its subsidiary entities, include each such predecessor in interest.

FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements concerning the Transaction referred to in this Circular, including necessary approvals and other conditions required to complete the Transaction, the expected costs and benefits of the Transaction, the expected Transaction Closing Date, payment of distributions and any other statements regarding the Company’s expectations, intentions, plans and beliefs. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “budget”, “forecast”, “predict”, “potential”, “continue”, “likely”, “schedule”, or the negative thereof or other similar expressions.

Such forward-looking statements are based on a number of assumptions that may prove to be incorrect, including, but not limited to: the completion of the Transaction within the expected timeframe; that there will be no material delays in obtaining required Shareholder approvals in connection with the Transaction and that such approvals will be obtained; that the Purchase Agreement will not be amended or terminated; the effect of the Transaction on the financial performance of the Company; the statements regarding the financial outlook of the Purchased Assets as described under the heading “Particulars of Matters to be Acted Upon at the Meeting – The Transaction”; the ability of the Company to obtain necessary financing or to be able to implement its business strategies; that the Canadian capital markets will continue to provide the Company with access to equity and/or debt at reasonable rates when required; the future multi-residential rental business; the Canadian real estate industry, generally, and those of Ontario, Québec and Atlantic Canada, specifically (including property ownership risks, liquidity of real estate investments, competition, government regulation, environmental matters, and fixed costs, recent market volatility and increased expenses); that the Canadian economy will remain stable over the next 12 months; the Company’s relationship with the Sellers and the Canadian economy generally. Although management of the Company believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking statements or information will prove to be accurate.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forwardlooking information, including, but not limited to, risks relating to: completion of the Transaction, including completion of the conditions precedent to the Purchase Agreement, some of which are outside of the

Company’s and the Sellers’ control; the receipt and the timing of receipt of Shareholder approval; failure to realize expected returns on the Transaction; the risk that the market price of the Shares may be materially adversely affected if the Transaction is not completed or its completion is materially delayed; a material adverse change or other circumstance that could give rise to the termination of the Purchase Agreement; the Company being required to pay the Sellers the Termination Fee; the Purchase Agreement restricting the Company from taking specified actions without the consent of the Sellers until the Transaction is completed; material adverse changes in the business or affairs of the Company; the Company relying on Devcore or on current Devcore assets and/or personnel with respect to the asset management of the Purchased Assets and any properties acquired by the Company in the future; the Sellers obtaining a significant ownership interest in the Company as a result of the Transaction, and potential conflicts of interest with Board members and executive officers of the Company and representatives of the Sellers; the use of the Appraisals; the Fairness Opinion; costs associated with the Transaction; competitive factors in the industries in which the Company operates; interest rates, prevailing economic conditions and other factors, many of which are beyond the control of the Company; and other risks described in the Company’s management’s discussion and analysis dated November 27, 2023 posted under its profile on SEDAR+ at www.sedarplus.ca, and which is incorporated herein by reference. See also “Risk Factors” in this Circular.

Although management of the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those contained in forward-looking information in this Circular, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that the forward-looking statements and information in this Circular will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements and information. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information. Except as required by applicable law, the Company disclaims any intention or obligation to update or revise any of the forward-looking statements or forward-looking information in this Circular, whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements and information. All of the forward-looking statements made, and forward-looking information contained, in this Circular is qualified by these cautionary statements.

NON-IFRS MEASURES

In this Circular, as a complement to results provided in accordance with IFRS, the Company discloses financial measures not recognized under IFRS which do not have standard meanings prescribed by IFRS and our computations may be different from similarly-named computations as reported by other entities and, accordingly, may not be comparable. These financial measures should not be considered as an alternative to, or more meaningful than, measures of financial performance as determined in accordance with IFRS as an indicator of performance. We believe these measures may be useful supplemental information to assist investors in assessing our operational performance and our ability to generate cash through operations. The non-IFRS measures also provide investors with insight into our decision making as we use these non-IFRS measures to make financial, strategic and operating decisions.

Because non-IFRS measures do not have a standardized meaning and may differ from similarly-named computations as reported by other entities, securities regulations require that non-IFRS measures be clearly defined and qualified, reconciled with their nearest IFRS measure and given no more prominence than the closest IFRS measure. Certain non-IFRS measures are further defined and discussed in the Company’s management’s discussion and analysis dated November 27, 2023, which should be read in conjunction with this Circular and is incorporated herein by reference.

In-Place NOI and In-Place FFO per share are not measures recognized under IFRS and do not have standardized meanings prescribed by IFRS. In-Place NOI and In-Place FFO per share are supplemental measures of performance for real estate businesses.

The Company believes that In-Place NOI is an important measure of operating performance and the performance of real estate properties. The IFRS measurement most directly comparable to In-Place NOI is net income.

“ In-Place NOI ” is based on rent rolls as of January 2024 and management expectations of property level expenses using currently in-place contracts and management estimates for certain expenses.

“ In-Place FFO ” is estimated as In-Place NOI less management’s expected normalized administrative expenses, net interest expense and amortization of deferred financing costs.

The non-IFRS measures should not be construed as alternatives to net income (loss) or cash flows from operating activities determined in accordance with IFRS as indicators of the Company’s performance. The Company’s method of calculating the non-IFRS measures may differ from other issuers’ methods and, accordingly, may not be comparable to measures used by other issuers. Non-IFRS measures are not audited. These non-IFRS measures have important limitations as analytical tools and investors are cautioned not to consider them in isolation or place undue reliance on ratios or percentages calculated using these non-IFRS measures.

Reconciliation of In-Place Net Operating Income

Three months ended September 30, 2023

Revenue 4,747,734 Property operating expenses (1,785,089) Net operating income (“ NOI ”) 2,962,645

Adjustments:

Revenue growth[(1)] 190,000

Operating expense growth1	(205,000)
Quarterly In-Place NOI	2,947,645
In-Place NOI	11,790,580
*Reconciliation of In-Place*	*FFO*

Three months ended September 30, 2023	Three months ended September 30, 2023
FFO	832,971
Adjustments:
NOI growth(1),(2)	(15,000)
G&A growth(3)	(20,000)
Interest expense(4)	(39,000)
Amortization expense(4)	(19,000)
Interest income(5)	35,000
Quarterly In-Place FFO	774,971
In-Place FFO	3,099,884

(1) Revenue growth includes increases in property revenue due to rent increases on renewals and turnover between the three months ended September 30, 2023 and January 2024.
(2) Operating expense growth represents the increase in contractual expenses along with expected increases in certain expenses and also includes a seasonality adjustment to accurately reflect the cost profile for a full year of operations.
(3) G&A growth represents management’s forecasted administrative expense growth.
(4) Higher interest and amortization expense is due to the Company’s refinancing activities subsequent to the three-month period ended September 30, 2023.
(5) Increase in interest income is attributable to the Company’s cash balance of approximately $5.0 million as a result of the aforementioned refinancing activity.

1 Operating expense growth represents the increase in contractual expenses along with expected increases in certain expenses and also includes a seasonality adjustment to accurately reflect the cost profile for a full year of operations.

GLOSSARY

The following terms used in this Circular have the meanings set out below:

“ 898 ” means 8985979 Canada Inc.

“ Acceptance Date ” means the date the Purchase Agreement has been executed and delivered by the Sellers and the Company.

“ Acquisition Portfolio ” means the portfolio of properties forming part of the Purchased Assets.

“ Acquisition Proposal ” means, other than the transactions contemplated by the Purchase Agreement, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Sellers (or any affiliate of the Sellers) after the Acceptance Date relating to, in each case whether in a single transaction or a series of related transactions: (i) any direct or indirect sale, disposition, alliance or joint venture (or any lease, license, supply agreement or other arrangement having the same economic effect as the foregoing) of assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Company or involving 20% or more of the voting or equity securities of the Company or any of its Subsidiaries (or rights or interests in such voting or equity securities); (ii) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities of the Company or any of its Subsidiaries (including securities convertible or exercisable or exchangeable for voting, equity or other securities of the Company or any of its Subsidiaries); (iii) any plan of arrangement, merger, amalgamation, consolidation, securities exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Company or any of its Subsidiaries; or (iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

“ Acquisition Transaction ” shall mean the occurrence of any of the following: (a)(i) the direct or indirect sale of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis to any Person, including any Persons acting jointly or in concert with such Person (other than to the Company or to any wholly-owned Subsidiary of the Company); or (ii) a plan or scheme of arrangement, merger, amalgamation, consolidation, share sale or other transaction or series of related transactions, in which all or substantially all of the Shares are exchanged for, converted into, acquired for, or constitute solely the right to receive, other securities, cash or other property, that would result in the Persons who beneficially own, directly or indirectly, 100% of the issued and outstanding Shares as of immediately prior to such transaction ceasing to beneficially own, directly or indirectly, at least a majority of the outstanding Shares or outstanding common equity securities of the surviving entity immediately following the completion of such transaction or series of related transactions; or (b) the consummation of a transaction or series of related transactions, the result of which is that any Person, including any Persons acting jointly or in concert with such Person, becomes the beneficial owner, directly or indirectly, of shares of the Company’s common equity representing more than 50% of the voting power of all of the Company’s then outstanding common equity.

“ affiliate ” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or interests, by contract, by virtue of provisions contained in Constating Documents or otherwise; and for certainty and without limitation, a Person is deemed to control another Person if: (i) the second Person is a corporation or a trust that issues voting securities, when the first Person owns securities (other than by way of security only), directly or indirectly, of the second Person entitling the first Person to exercise more than 50% of the votes exercisable at any meeting of that second Person, together with the right to elect a majority of the directors or trustees, as applicable, of the second Person; (ii) the second Person is a partnership, other than a limited partnership, when the first Person holds more than 50% of the interests of the partnership

or the right to exercise more than 50% of the votes exercisable at any meeting of partners of that partnership; (iii) the second Person is a limited partnership, when the first Person is the general partner of the limited partnership or controls the general partner of the limited partnership; or (iv) the second Person is a trust that does not issue voting securities, when the first Person controls the trustees of such trust.

“ Ancillary Agreements ” means all agreements, certificates and other instruments delivered or given pursuant to the Purchase Agreement, including the Investor Rights Agreement.

“ Appraisals ” means the appraisals conducted by Colliers effective October 2023 with respect to the Purchased Assets.

“ Approved Acquisition Transaction ” means a proposed Acquisition Transaction which has been approved by the Board and publicly recommended by the Board (or a duly constituted committee thereof) for acceptance or approval by Shareholders of the Company and such recommendation has not been subsequently withdrawn.

“ Assumed Liabilities ” means (a) all obligations and liabilities under the Devcore Mortgages as and from the Closing Date; (b) all obligations and liabilities under the Devcore Leases as and from the Closing Date; (c) all liabilities under the Assumed Property Contracts as and from the Closing Date; and (d) all obligations and liabilities relating to land transfer tax, HST, QST, and other similar taxes and duties, fees, and other like charges properly payable upon and in connection with the sale, assignment and transfer of the Purchased Assets from the Sellers to the Purchased Entities under the Pre-Closing Reorganization.

“ Assumed Property Contracts ” means the full benefit of those Property Contracts (i) listed and described in Schedule E of the Purchase Agreement, or (ii) entered into after the Acceptance Date in compliance with Section 9.2 of the Purchase Agreement.

“ Assumption Approval Date ” means the first Business Day which is 6 months after the Acceptance Date.

“ Authorization ” means, with respect to any Person, any order, permit, approval, consent, registration, grant, certificate, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

“ Beneficial Shareholder ” or “ Non-Registered Shareholder ” means a non-registered beneficial holder of Shares whose Shares are registered either: (i) in the name of an Intermediary that such holder deals with in respect of the Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, RDSPs, TFSAs, FHSAs and similar plans; or (ii) in the name of a clearing agency (such as CDS & Co.) of which the Intermediary is a participant.

“ Board ” or “ Board of Directors ” means the board of directors of the Company, as constituted from time to time.

“ Board Recommendation ” means a statement that the Board has received the Fairness Opinion, and has unanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice: (A) that the Transaction is fair to Shareholders; (B) the Transaction and the entering into of the Purchase Agreement is in the best interests of the Company; and (C) that the Board (with directors abstaining or recusing themselves as required) unanimously recommends that the Shareholders vote in favour of the Transaction Resolution.

“ Broadridge ” means Broadridge Financial Solutions, Inc.

“ Buildings ” means all buildings, structures, improvements, appurtenances, attachments, fixtures and fixed equipment located on, in or under the Lands, including all systems including, without limitation,

heating, ventilation, air-conditioning, electrical, lighting, plumbing and water systems and all elevators, generators, escalators, floor coverings, furnaces and boilers and fittings.

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which Canadian chartered banks are closed for business in Toronto, Ontario or Montreal, Québec.

“ Canadian Securities Regulatory Authorities ” means, collectively, the securities regulatory authorities in each of the provinces and territories of Canada.

“ CBCA ” means the Canada Business Corporations Act .

“ Change in Recommendation ” has the meaning ascribed thereto under “The Transaction – Purchase Agreement – Termination of the Purchase Agreement”.

“ Circular ” means this management information circular.

“ Closing ” means the completion of purchase, sale and transfer of the Purchased Securities as contemplated in the Purchase Agreement.

“ Closing Date ” means the date that is ten Business Days following the day on which the last of the conditions of Closing set out in Article 11 of the Purchase Agreement (other than those conditions that by their nature can only be satisfied as of the Closing Date) has been satisfied or waived by the appropriate Party, or such earlier or later date as the Parties may agree in writing.

“ CMHC ” has the meaning ascribed thereto under “The Transaction – Transaction Approvals – Approval of CMHC and Mortgage Lenders”.

“ CMHC Approval ” has the meaning ascribed thereto under “The Transaction – Transaction Approvals – Approval of CMHC and Mortgage Lenders”.

“ Colliers ” means Colliers International Realty Advisors Inc.

“ Commissioner of Competition ” means the Commissioner of Competition appointed pursuant to subsection 7(1) of the Competition Act or his or her designee.

“ Company ” means NexLiving Communities Inc.

“ Competition Act ” means the Competition Act (Canada).

“ Competition Act Approval ” has the meaning ascribed thereto under “The Transaction – Transaction Approvals – Competition Act Approval”.

“ Competitor ” means any: (a) Person (other than the Investor and its affiliates) that, to the actual knowledge, after reasonable inquiry, of the Investor, is engaged or any of whose affiliates are engaged as a primary source of income or business, directly or indirectly, in the same or substantially the same business as the Company in the provinces in which the Company conducts its business; and (b) Person (other than the Investor and its affiliates) that, to the actual knowledge, after reasonable inquiry, of the Investor, owns 20% or more, directly or indirectly, of the outstanding equity interests (or any securities convertible into or exercisable or exchangeable for equity interests) in any Person described in clause (a), but a Competitor does not include any Person listed in Section 3.1(5) of the Investor Rights Agreement, or any Person the Company deems to not be a Competitor, acting reasonably and in good faith.

“ Computershare ” means Computershare Investor Services Inc., the registrar and transfer agent of the Company.

“ Confidentiality Agreement ” means the non-disclosure agreement between Devcore Group Inc. and the Company dated March 17, 2023, as supplemented by the letter of intent between Devcore Group Inc. and the Company dated September 29, 2023.

“ Consideration Shares ” has the meaning ascribed thereto under “The Transaction – Overview”.

“ Constating Documents ” means (a) articles of incorporation, amalgamation or continuation, as applicable, and by-laws, (b) declarations of trust, (c) partnership agreements or (d) other applicable governing instruments, and all amendments thereto.

“ Contract ” means any legally binding agreement, commitment, engagement, contract, licence, obligation or undertaking (written or oral) to which a Party or any of its Subsidiaries is a party or by which such Party or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

“ Control Person ” has the meaning ascribed thereto under TSX-V Policy 1.1.

“ Convertible Securities ” means securities which are exercisable for, convertible into or exchangeable for Shares.

“ Damages ” means any losses, liabilities, damages or expenses (including legal fees and expenses on a full indemnity basis without reduction for tariff rates or similar reductions) whether resulting from an action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third party, including a Governmental Entity, or a cause, matter, thing, act, omission or state of facts not involving a third party.

“ Demand Notice ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Registration Rights”.

“ Demand Registration ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Registration Rights”.

“ Derivative Transaction ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Transfer Restrictions”.

“ Devcore ” means Devcore Group Inc., its subsidiaries and affiliates.

“ Devcore Disclosure Letter ” means the disclosure letter dated as of the Acceptance Date and delivered by the Sellers to the Company with the Purchase Agreement.

“ Devcore Lease ” means, in respect of a Devcore Property, an executed lease, license or right to occupy, or an agreement to enter into any such lease, license or right to occupy such Devcore Property granted by or on behalf of the applicable Sellers entity, as landlord, lessor, licensor or otherwise or any of their predecessors in interest to such Devcore Property, in each case as amended, renewed or otherwise varied to the date hereof, together with all security and other refundable deposits, guarantees and indemnities relating thereto, and including any parking and storage space lease, license or occupancy agreement but specifically excluding easements, rights of way or encroachment agreements.

“ Devcore Material Adverse Effect ” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances is or would reasonably be expected to be material and adverse to the Sellers, the Purchased Assets, or the Purchased Entities including their operations, results of operations, condition (financial or otherwise) or liabilities (contingent or otherwise), except any such change, event, occurrence, effect, state of facts or circumstance resulting from: (a) any change affecting the real estate industry in Canada as a whole; (b) any change in currency exchange, interest or inflation rates or securities or general economic, financial or credit market conditions in Canada or elsewhere; (c) any

change in Law or GAAP; (d) any epidemic, pandemic or disease outbreak, (e) any matter which has been expressly disclosed by the Sellers or their Subsidiaries in the Devcore Disclosure Letter; (f) the failure of any of the Purchased Entities to meet any internal or published projections, forecasts or estimates of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a Devcore Material Adverse Effect has occurred); (g) any actions taken (or omitted to be taken) by the Sellers and their Subsidiaries that is consented to by the Company expressly in writing; or (h) the announcement of the Purchase Agreement; provided, however, that (i) with respect to clauses (a) through to and including (d), such matter does not have a materially disproportionate effect on the Purchased Entities, taken as a whole, including their operations, results of operations, condition (financial or otherwise) or liabilities (contingent or otherwise), relative to other comparable companies and entities operating in the real estate industry in Canada; and (ii) references in certain Sections of the Purchase Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “Devcore Material Adverse Effect” has occurred.

“ Devcore Mortgages ” means the credit agreements, commitment letters, hypothecs, trust indentures, mortgages, charges and related security documents with respect to the loans listed in Section 17 of the Devcore Disclosure Letter.

“ Devcore Properties ” means, collectively, each of the properties held, directly or indirectly, by Devcore and identified in Section 14 of the Devcore Disclosure Letter, including all Lands and Buildings comprising such property, and a “ Devcore Property ” means any one of them.

“ Director Election Meeting ” means any meeting of the Shareholders at which Directors are to be elected.

“ Directors ” means the directors of the Company from time to time.

“ Distribution ” means a distribution of Shares to the public by way of a Prospectus under applicable Securities Laws, and the terms “ Distribute ” and “ Distributed ” have a similar meaning.

“ Distribution Expenses ” means any and all reasonable fees and expenses incident to the Company’s performance of or compliance with the terms of a Demand Registration or a Piggy-Back Registration including: (i) registration and filing fees payable to securities regulators; (ii) reasonable fees and expenses incurred complying with applicable Securities Laws; (iii) printing expenses; (iv) messenger and delivery expenses; (v) “road show” and marketing expenses; (vi) all registrars’ and transfer agents’ fees; (vii) reasonable fees and disbursements of counsel for the Company and of the Company’s independent public accountant and any other accounting firm required, including the expenses of any special audits and/or “comfort” letters required by or incidental to such performance and compliance; and (viii) fees and expenses of the underwriters, in each case other than the Selling Expenses, customarily paid by issuers or sellers of securities.

“ Echelon ” or “ Echelon Capital Markets ” means Echelon Wealth Partners Inc.

“ Environmental Laws ” means all applicable Laws and agreements with Governmental Entities and all other statutory requirements relating to public health or the protection of the environment and all Authorizations issued pursuant to such Laws, agreements or statutory requirements.

“ Environmental Reports ” has the meaning ascribed thereto under “The Transaction – Environmental Reports and Property Condition Assessments”.

“ Excluded Issuance ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Pre-Emptive Rights”.

“ Excluded Liabilities ” means any and all liabilities and obligations of the Sellers with respect to the Purchased Assets, whether known, unknown, direct, indirect, absolute, contingent or otherwise or arising out of facts, circumstances or events, in existence prior to the Closing Date, other than the Assumed Liabilities, including: (a) any assessment or reassessment for Taxes of the Sellers, if incurred or accruing due prior to the Closing Date and relating to the Purchased Assets; (b) all liabilities and obligations under all Contracts to which the Sellers or a Purchased Entity are party other than liabilities incurred or accruing due pursuant to the Assumed Property Contracts and Devcore Leases from and after the Closing Date; and (c) all liabilities and obligations of the Sellers with respect to any employees of the Sellers.

“ Fairness Opinion ” means an opinion of Echelon Wealth Partners Inc. to the effect that, as of the date of such opinion and based on and subject to the limitations, qualifications and assumptions set forth therein, the consideration to be paid by the Company pursuant to the Transaction is fair, from a financial point of view, to the Company. A copy of the Fairness Opinion is attached hereto as Appendix “A”.

“ Governmental Entity ” means (i) any governmental or public department, central bank, court, minister, governor-in-counsel, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, municipal, local, or other; (ii) any subdivision or authority of any of the above; (iii) any stock exchange; and (iv) any quasigovernmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“ IFRS ” means the International Financial Reporting Standards, as issued by the International Accounting Standards Board and as adopted by the Canadian Institute of Chartered Professional Accountants in Part I of The Canadian Institute of Chartered Professional Accountants Handbook – Accounting, as amended from time to time.

“ In-Place FFO ” has the meaning ascribed thereto under “Non-IFRS Measures”.

“ In-Place NOI ” has the meaning ascribed thereto under “Non-IFRS Measures”.

“ Interim Period ” means the period between the entering into of the Purchase Agreement by the Parties and Closing.

“ Intermediary ” means an intermediary that a Non-Registered Shareholder may deal with in respect of its Shares such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, RDSPs, TFSAs, FHSAs and similar plans.

“ Investor ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement”.

“ Investor Rights Agreement ” means the investor rights agreement to be entered into at Closing between the Company and 898, Devcore, Jean-Pierre Poulin and Jeff York, as further described under “The Transaction – Investor Rights Agreement”.

“ Investor Shares ” means 62,500 Shares owned by Jeff York.

“ Lands ” means the lands and premises described in Schedule F of the Purchase Agreement and all appurtenances thereto and rights and benefits (including density rights) in respect thereof.

“ Laws ” means any and all applicable (i) laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations, by-laws (ii) judgments, orders, writs, injunctions, decisions, awards and directives of any Governmental Entity and (iii) policies, guidelines, notices and protocols, to the extent that they have the force of law.

“ Lien ” means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachment, right of way, easement, option, title retention agreement or arrangement, right of first refusal or first offer,

occupancy right, right to use, profit à prendre, lease, sublease, servitude, by-law, regulation, ordinance, covenant, assignment, lien (statutory or otherwise), defect or irregularity of title, restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

“ Lock-Up Period ” means the period beginning on the date of the Investor Rights Agreement and ending on and including the day that is 24 months thereafter.

“ Lock-Up Securities ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Transfer Restrictions”.

“ Management and Services Agreement ” has the meaning ascribed thereto under “Transaction – Management and Services Agreement”.

“ Manager ” has the meaning ascribed thereto under “The Transaction – Management and Services Agreement”.

“ Meeting ” means the special meeting of Shareholders of record on the Record Date to be held on April 3, 2024 at 11:00 a.m. EDT for the purposes of, among other things, approving the Transaction Resolution, and any adjournment or postponement thereof.

“ Meeting Materials ” means, collectively, the Notice, this Circular and the form of proxy.

“ Money Laundering Laws ” means financial recordkeeping and reporting requirements and money laundering Laws and the rules and regulations thereunder and any related or similar Laws, rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity relating to money laundering.

“ Mortgage Assumption Condition ” has the meaning ascribed thereto under “The Transaction – Transaction Approvals – Approval of CMHC and Mortgage Lenders”.

“ Mortgage Indemnity ” means if the consent of a Mortgage Lender and/or CMHC Approval is obtained in respect of the assumption of a Devcore Mortgage by the applicable Purchased Entity and the completion of the Transaction, but the Mortgage Lender and/or CMHC is not prepared to provide a release of the Sellers, the Company shall provide to the Sellers on the Closing Date a separate indemnity in favour of the Sellers in form and substance satisfactory to each of the Sellers’ solicitors and the Company’s solicitors, each acting reasonably, pursuant to which the Company shall indemnify and save harmless the Sellers and any of the Sellers’ guarantors from and against any amounts paid by them with respect to the applicable Devcore Mortgage, and attributable to the period, from and after the Closing Date.

“ Mortgage Lender ” means the holder of a NexLiving Mortgage or Devcore Mortgage, as applicable.

“ NexLiving Data Room ” means the virtual data room established by the Company as at 5:00 p.m. EDT on January 21, 2024.

“ NexLiving Disclosure Letter ” means the disclosure letter dated as of the Acceptance Date and delivered by the Company to the Sellers with the Purchase Agreement.

“ NexLiving Lease ” means in respect of a NexLiving Property, an executed lease, license or right to occupy, or an agreement to enter into any such lease, license or right to occupy such NexLiving Property granted by or on behalf of the Company or any of their predecessors in interest to such NexLiving Property, in each case as amended, renewed or otherwise varied to the date hereof, and including any parking and storage space lease, license or right to occupy, but specifically excluding easements, rights of way or encroachment agreements.

“ NexLiving Material Adverse Effect ” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances is or would reasonably be expected to be material and adverse to the Company and its Subsidiaries, taken as a whole, including their respective operations, results of operations, condition (financial or otherwise) or liabilities (contingent or otherwise), except any such change, event, occurrence, effect, state of facts or circumstance resulting from: (a) any change affecting the real estate industry in Canada as a whole; (b) any change in currency exchange, interest or inflation rates or securities or general economic, financial or credit market conditions in Canada; (c) any epidemic, pandemic or disease outbreak; (d) any change in Law or GAAP; (e) any matter which has been expressly disclosed by the Company in the NexLiving Disclosure Letter; (f) the failure of the Company to meet any internal or published projections, forecasts or estimates of revenues, earnings or cash flows (it being understood that the causes underlying such failure may be taken into account in determining whether a NexLiving Material Adverse Effect has occurred); (g) any actions taken (or omitted to be taken) by the Company or its Subsidiaries that is consented to by the Sellers expressly in writing; (h) the announcement of the Purchase Agreement; or (i) any change in the market price or trading volume of any securities of the Company (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a NexLiving Material Adverse Effect has occurred); provided, however, that (i) with respect to clauses (a) through to and including (d), such matter does not have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, including their respective operations, results of operations, condition (financial or otherwise) or liabilities (financial or otherwise), relative to other comparable companies and entities operating in the real estate industry in Canada; and (ii) references in certain Sections of the Purchase Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “NexLiving Material Adverse Effect” has occurred.

“ NexLiving Material Contract ” means a contract filed by the Company on SEDAR under the category “Material Contracts”.

“ NexLiving Mortgages ” means the credit agreements, commitment letters, hypothecs, trust indentures, mortgages, charges and related security documents with respect to loans with respect to the NexLiving Properties, and a “ NexLiving Mortgage ” means any one of them.

“ NexLiving Properties ” means, collectively, each of the properties identified in Section 18 of the NexLiving Disclosure Letter, including all Lands and Buildings comprising such property, and a “ NexLiving Property ” means any one of them.

“ NexLiving Shareholders ” means the registered and beneficial holders of Shares.

“ NOBOs ” means non-objecting beneficial owners of Shares.

“ Nominees ” means nominees proposed for election as Director by the Company, subject to and in accordance with the Investor Rights Agreement, and included as nominees for election as Directors in a management information circular of the Company related to a Director Election Meeting.

“ Non-Registered Shareholder ” means a non-registered beneficial holder of Shares whose Shares are registered either: (i) in the name of an Intermediary that such holder deals with in respect of the Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, RDSPs, TFSAs, FHSAs, and similar plans; or (ii) in the name of a clearing agency (such as CDS & Co.) of which the Intermediary is a participant.

“ Notice ” means the notice of Meeting accompanying this Circular.

“ OBOs ” means objecting beneficial owners of Shares.

“ Ordinary Course ” means, with respect to an action taken by a Person, that such action is consistent with the past practices of the Person and is taken in the ordinary course of the normal day-to-day operations of the Person.

“ Outside Date ” means (a) June 30, 2024 or (b) such earlier or later date as the Parties may agree in writing.

“ Over-Allotment Option ” means an over-allotment option or similar option granted to one or more underwriters in connection with an Underwritten Offering.

“ Parties ” means the Sellers and the Company, and a “ Party ” means any one of them.

“ Permitted Liens ” means at any particular time, any one or more of the following Liens in respect of any Property or personal property of the Sellers or the Company or their Subsidiaries, as applicable:

(a) any subsisting restrictions, exceptions, reservations, limitations, provisos and conditions (including royalties, reservation of mines, mineral rights and timber rights, access to navigable waters and similar rights) expressed in any original grants from the Crown;
(b) any registered restrictions or covenants that run with the land which do not materially impair the current use, operation or value of such Property so long as the same are being complied with in all material respects or in respect of which the non-compliance by the Company or the Sellers or any of their respective Subsidiaries therewith, as applicable, would not materially impair the current use, operation or value of such Property;
(c) any unregistered easements regarding the provision of utilities to any Property which do not materially impair the current use, operation or value of such Property so long as the same are being complied with in all material respects or in respect of which the non-compliance by the Company or the Sellers or any of their respective Subsidiaries therewith, as applicable, would not materially impair the current use, operation or value of such Property;
(d) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, warehousemen and carriers arising in the Ordinary Course of business that relate to obligations that are not yet due and payable or that are being contested in good faith and for which adequate holdbacks are being maintained as required by applicable Law, provided that a claim for which shall not at the time have been registered against title to the Property and notice of which in writing shall not at the time have been given to the Company or the Sellers or any of their respective Subsidiaries, as applicable, pursuant to the applicable provincial or state construction or builder’s lien registration;
(e) Liens arising out of any judgment rendered or claim filed against the Company or the Sellers or any of their respective Subsidiaries, as applicable, which is being contested by such party in good faith and which relate to obligations shown in the financial statements delivered to the Company or the Sellers, as applicable, and for which reserves have been established by the Company or the Sellers, as applicable;
(f) inchoate or statutory Liens for Taxes which are not yet due or payable or that are being contested in good faith and which relate to obligations shown on the financial statements of or otherwise disclosed in writing to the Company or the Sellers as applicable and for which adequate reserves have been established by the Company or the Sellers, as applicable;
(g) security given to a public utility or any municipality or governmental or other public authority when required by the operations of any Property in the Ordinary Course of business;
(h) permits, reservations, covenants, servitudes, watercourse, rights of water, rights of access or user, licenses, easements, rights-of-way and rights in the nature of easements (including, without

in any way limiting the generality of the foregoing, licenses, easements, rights-of-way and rights in the nature of easements for railways, sidewalks, public ways, sewers, drains, gas and oil pipelines, steam and water mains or electric light and power, or telephone and telegraph conduits, poles, wires and cables) in favour of any Governmental Entity or utility company in connection with the development, servicing, use or operation of any Property that do not materially and adversely affect the value or the current use or operation of such Property so long as the same are being complied with in all material respects or in respect of which the noncompliance by the Company or the Sellers or any of their respective Subsidiaries thereof, as applicable, would not materially impair the current use, operation or value of such Property;

(i) any encroachments, title defects or irregularities which (i) do not individually or in the aggregate adversely affect the value or the current use or operation of such Property or (ii) would not otherwise reasonably be expected to have a “Devcore Material Adverse Effect” or “NexLiving Material Adverse Effect”, as applicable;
(j) any matters disclosed by a survey (or certificate of location) of any Property provided such matters do not individually or in the aggregate materially and adversely affect the value or the current use or operation of such Property;
(k) registered development agreements, subdivision agreements, site plan control agreements, servicing agreements and other similar agreements with any Governmental Entity or utility company affecting the development, servicing, use or operation of any Property that do not individually or in the aggregate materially and adversely affect the value or the current use or operation of such Property, so long as the same are being complied with in all material respects;
(l) registered cost sharing, servicing, reciprocal or other similar agreements relating to the use and/or operation of any Property so long as the same are being complied with in all material respects or in respect of which the non-compliance by the Company or the Sellers, as applicable, would not materially and adversely affect the use, operation or value of the Property;
(m) municipal zoning, land use and building restrictions, by-laws, regulations and ordinances of federal, provincial, municipal or other Governmental Entities, including municipal by-laws and regulations, airport zoning regulations, restrictive covenants and other land use limitations, bylaws and regulations and other restrictions as to the use of such Property, so long as the same are being complied with in all material respects or in respect of which the non-compliance by the Company or the Sellers or any of their respective Subsidiaries therewith, as applicable, would not materially impair the current use, operation or value of such Property;
(n) security interests under Contracts granted in connection with the leasing or financing of personal property and similar transactions (including renewals of existing leases of personal property) in the Ordinary Course of business to secure rentals or the unpaid purchase price or lease costs of such personal property provided that any such lease is secured only by the personal property leased or financed therein;
(o) Devcore Leases, NexLiving Leases, all new leases that are entered into subsequent to the Acceptance Date in compliance with the terms of the Purchase Agreement, and all renewals, extensions, modifications, restatements and replacements of such leases entered into subsequent to the Acceptance Date in compliance with the terms of the Purchase Agreement and all charges granted by Tenants against their respective interests in such leases;
(p) any notices of former Devcore Leases or NexLiving Leases with respect to former Devcore Leases or NexLiving Leases granted by former Tenants, provided that to the knowledge of NexLiving or the Sellers, as applicable, there are no amounts owing or outstanding financial obligations relating to such notices or memoranda;
(q) the Devcore Mortgages as they relate to the Devcore Properties; or

(r) the NexLiving Mortgages as they relate to the NexLiving Properties.

“ Permitted Transferee ” means any one or more of the following as they relate to the Investor: (i) an affiliate of the Investor in respect of which Jeff York and Jean-Pierre Poulin (either together or individually) directly or indirectly owns 100% of the outstanding common shares, partnership units or other voting securities of such affiliate or, in the case of an affiliate that is a limited partnership, in respect of which Jeff York and Jean-Pierre Poulin (either together or individually) directly or indirectly owns 100% of the limited partnership interests and 100% of the outstanding common shares or other voting securities of the general partner(s) of such limited partnership, or (ii) (A) Jeff York’s or Jean-Pierre Poulin’s respective spouses; (B) Jeff York’s or Jean-Pierre Poulin’s respective natural born and legally adopted children; (C) a trust, the sole beneficiaries of which are Jeff York and Jean-Pierre Poulin (either together or individually) or the Persons specified in subsection (A) or (B); or (D) a corporation, the sole shareholders of which are Jeff York and Jean-Pierre Poulin (either together or individually) or the Persons specified in subsection (A) or (B) and, in each case, such transfer is made for bona fide estate planning purposes (and for the avoidance of doubt, a “Permitted Transferee” includes any Person who satisfies any of the foregoing criteria, irrespective of whether a Transfer has occurred to such Person).

“ Person ” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

“ Piggy-Back Notice ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Piggy-Back Registration Rights”.

“ Piggy-Back Registration ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Piggy-Back Registration Rights”.

“ Piggy-Back Shares ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Piggy-Back Registration Rights”.

“ Plan ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Standstill and Other Approval Matters”.

“ Pre-Closing Reorganization ” means the reorganization involving the Purchased Assets and the Purchased Entities, substantially as described in the Transaction Steps, to be completed before Closing on the day immediately before the Closing Date or on such other date and at such other time as the Sellers and the Company may agree to in writing.

“ Pre-Emptive Right ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Pre-Emptive Rights”.

“ Pre-Emptive Right Securities ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Pre-Emptive Rights”.

“ Properties ” means, collectively, Devcore Properties and NexLiving Properties, and a “ Property ” means any one of them.

“ Property Condition Assessments ” has the meaning ascribed thereto under “The Transaction – Environmental Reports and Property Condition Assessments”.

“ Property Contracts ” means all agreements, contracts, licences, undertakings, engagements or commitments of any nature (other than Leases and Liens) relating to the construction, ownership, development, operation, maintenance, repair, management, cleaning, security, fire protection, servicing or any other aspect of the Devcore Properties included in the Purchased Assets, including agency, brokerage and similar agreements relating to the Leases, including the warranties, but excluding employment contracts and property management contracts.

“ Prospectus ” means, as the context requires, a “preliminary prospectus” and/or a “prospectus” as those terms are used in the Securities Act (Ontario), including all amendments and supplements thereto.

“ Purchase Agreement ” means the purchase agreement among the Company, 898 and Devcore made as of January 21, 2024, pursuant to which the Company will acquire the Purchased Assets, as described under “The Transaction”.

“ Purchased Assets ” has the meaning ascribed thereto under “The Transaction – Overview”.

“ Purchased Entities ” means, collectively, 11619918 Canada Inc., Investment Ottawa East 1.0 L.P., and the other entities contemplated by the Transaction Steps and Pre-Closing Reorganization.

“ Purchased Securities ” means all of the issued and outstanding shares or partnership units, as applicable, of the Purchased Entities.

“ Qualifying Shares ” have the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Registration Rights”.

“ Record Date ” means February 12, 2024.

“ Registered Shareholder ” means a registered Shareholder, as of the Record Date.

“ Registrable Shares ” means the Investor Shares and any other Shares that are issued to the Investor and its Permitted Transferees (to the extent they hold Shares by virtue of a Transfer of Shares from the Investor) by the Company pursuant to Article 5 of the Investor Rights Agreement, or that are acquired by the Investor pursuant to its exercise of the Top-Up Right.

“ Representatives ” has the meaning ascribed thereto under “The Transaction – Purchase Agreement – Non-Solicitation Covenant”.

“ Required Approval ” means approval by a simple majority of the votes cast on the approval of the transactions contemplated by the Purchase Agreement by the Shareholders present in person or represented by proxy at the Meeting, as required by Section 5.14 of TSX-V Policy 5.3.

“ Restricted Activity ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Transfer Restrictions”.

“ Restricted Sale ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Transfer Restrictions”.

“ Reviewable Acquisition ” has the meaning ascribed thereto under TSX-V Policy 5.3.

“ Reviewable Transaction ” has the meaning ascribed thereto under TSX-V Policy 5.3.

“ Right to Match Period ” has the meaning ascribed thereto under “The Transaction – Purchase Agreement – Covenants – Right to Match”.

“ Roland-Audet Property ” means the real property located on rue Roland-Audet, Val D’Or, Québec, and forming part of the Purchased Assets.

“ Securities Authority ” means the Ontario Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

“ Securities Laws ” means the securities legislation, including the Securities Act (Ontario), in each of the provinces and territories of Canada, and all rules, regulations, instruments, policies, notices, published policy statements and blanket orders thereunder or issued by one or more of the Canadian Securities Regulatory Authorities.

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval operated on behalf of the Securities Authority, and includes SEDAR+.

“ Seller Fundamental and Tax Representations ” means the representations of the Sellers in Sections (1) [ Status of Sellers ], (2) [ Status of the Purchased Entities ], (3) [ Authorization ], (4) [ Non-Contravention ], (5) [ Enforceability of Obligations ], (16) [ Ownership of Devcore Properties ], (28) [ Taxes ] and (34) [ Brokers ] of Schedule B of the Purchase Agreement.

“ Sellers ” means 898 and Devcore.

“ Selling Expenses ” means any and all underwriting or agents’ fees, discounts and commissions and transfer taxes, if any, attributable to a sale of Shares in connection with a Demand Registration or a Piggy-Back Registration.

“ Shareholders ” means the registered and beneficial holders of Shares.

“ Shares ” means common shares of the Company or a class or series thereof.

“ Shelf Prospectus ” has the meaning ascribed thereto under National Instrument 44-102 – Shelf Distributions .

“ Specified Dilutive Transaction ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Pre-Emptive Rights”.

“ Standstill Period ” means the period beginning on the date of the Investor Rights Agreement and ending on and including the earliest of: (i) the day that is 36 months thereafter; (ii) the date of the public announcement of a bona fide unsolicited take-over bid (as defined in National Instrument 62-104 – TakeOver Bids and Issuer Bids ) for more than 50% of the outstanding Shares from a third party which does not directly or indirectly involve the Investor or any Person acting jointly and in concert with the Investor and which is supported by the Board; (iii) the date that is 6 months following the date on which the Investor no longer has any Board nomination rights hereunder; and (iv) a date that is designated by the Board (if, as and when the Board elects to do so).

“ Stock Exchange Approval ” has the meaning ascribed thereto under “The Transaction – Transaction Approvals – Stock Exchange Approval”.

“ Straddle Period ” means a taxation year or fiscal period that includes but does not end on the Closing Date. In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be: (A) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period up to and excluding the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and (B) in the case of Taxes not described in (A) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, or Taxes that are based upon occupancy or imposed in connection with any sale or other transfer or assignment of property), the amount of any such Taxes shall be determined as if such taxable period ended immediately prior to the Closing Date.

“ Subsequent Offering ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Pre-Emptive Rights”.

“ Subsidiary ” means a Person that is controlled directly or indirectly by another Person.

“ Superior Proposal ” means any unsolicited bona fide written Acquisition Proposal from Person(s) who are an arm’s length third Person(s), made after the date of the Purchase Agreement, to acquire not less than 50% of the outstanding Shares or assets representing 50% of the assets of the Company or contributing 50% of the revenues of the Company on a consolidated basis that: (a) complies with

Securities Laws and did not result from or involve a breach of the Purchase Agreement, the Confidentiality Agreement or any other agreement between the Person making the Acquisition Proposal and the Company or any of its Subsidiaries; (b) is, in the opinion of the Board (after consultation with outside legal counsel and financial advisors), reasonably capable of being completed without undue delay; (c) is not subject to any financing condition; (d) is not subject to any due diligence condition; and (e) the Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors and after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person(s) making such Acquisition Proposal, would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to Shareholders, than the Transaction and the other transactions contemplated by the Purchase Agreement.

“ Superior Proposal Notice ” has the meaning ascribed thereto under “The Transaction – Purchase Agreement – Covenants – Responding to an Acquisition Proposal”.

“ Supporting Shareholders ” means collectively, the Directors and officers of the Company and certain Shareholders who have entered into Voting and Support Agreements with the Company.

“ Tax Act ” means the Income Tax Act (Canada) and the regulations made thereunder, as amended.

“ Tax Returns ” means any and all returns, reports, declarations and elections, filed or required to be filed in respect of Taxes.

“ Taxes ” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies, HST, QST, land transfer tax, and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, and (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii).

“ Tenant ” means any Persons having a right to occupy any premises situated at a Property pursuant to a Lease.

“ Termination Fee ” means the $1,500,000 termination payment payable to the Sellers by the Company upon the occurrence of a Termination Fee Event.

“ Termination Fee Event ” has the meaning ascribed thereto under “The Transaction – Purchase Agreement – Termination of the Purchase Agreement – Termination Fee”.

“ Top-Up Exercise Notice ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Top-Up Rights”.

“ Top-Up Notice ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Top-Up Rights”.

“ Top-Up Notice Period ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Top-Up Rights”.

“ Top-Up Right ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Top-Up Rights”.

“ Top-Up Shares ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Top-Up Rights”.

“ Top-Up Threshold ” has the meaning ascribed thereto under “The Transaction – Investor Rights Agreement – Top-Up Rights”.

“ Transaction ” means the completion of the Transaction Steps and the purchase and sale of the Purchased Securities under the Purchase Agreement.

“ Transaction Resolution ” means the resolution of Shareholders approving the creation of a new Control Person in connection with the transactions contemplated by the Purchase Agreement, as set forth in Appendix “B” to this Circular.

“ Transaction Steps ” means the transactions set forth in Schedule A and Section 9.8, as applicable, of the Purchase Agreement, which Transaction Steps may be amended after the Acceptance Date in accordance with the Purchase Agreement and which Transaction Steps are to be completed in accordance with applicable Laws.

“ Transfer ”, “ Transferred ” and “ Transferring ” have the meanings ascribed thereto under “The Transaction – Investor Rights Agreement – Transfer Restrictions”.

“ TSX-V ” means the TSX Venture Exchange.

“ Underwritten Offering ” means a sale of Shares to an underwriter for reoffering to the public in Canada or a sale of Shares in Canada by a securities dealer acting as agent on behalf of the seller, in each case pursuant to a Prospectus filed with one or more Canadian Securities Regulatory Authorities.

“ VIF ” means voting instruction form.

“ Voting and Support Agreements ” means, collectively, the voting and support agreements dated prior to the mailing of the Circular between Devcore and each of the Supporting Shareholders.

“ VWAP ” means the volume weighted average trading price of the Shares on the TSX-V or such other principal stock exchange on which the Shares are trading, calculated by dividing the total value by the total volume of Shares traded for the relevant period .

SUMMARY

The following is a summary of information relating to the Company, the Transaction and the Purchased Assets, and should be read together with the more detailed information and financial data and statements contained elsewhere in this Circular, including the Appendices attached hereto.

The Meeting

The Meeting will be held at 11:00 a.m. EDT on April 3, 2024 at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, ON M5L 1B9, for the purposes set forth in the Notice that accompanies this Circular. Shareholders will be asked at the Meeting to: (i) consider, and if deemed advisable, to approve the Transaction Resolution, the full text of which is outlined in Appendix “B”; and (ii) to transact such other business as may properly come before the Meeting or any adjournment or postponement(s) thereof.

The Board has fixed February 12, 2024 as the Record Date for determining the Shareholders entitled to receive notice of and vote at the Meeting.

See “Particulars of Matters to be Acted Upon at the Meeting”.

The Company

The Company is publicly traded real estate operating company incorporated under the CBCA on August 9, 2011. The head and registered office address of the Company is 45 Alderney Drive, Suite 1805, Dartmouth, Nova Scotia, B2Y 2N6.

The Sellers

898 is an entity controlled by Jean-Pierre Poulin and Jeff York. Devcore is a real estate development, construction, and management company based out of Ottawa-Gatineau with nearly 20 years of experience building and renovating a multitude of projects, including single-family homes, townhomes, condos, apartments, offices, and shopping centres. Devcore has developed a portfolio of multi-family assets, in collaboration with Jeff York, of nearly 3,000 units across Ontario and Québec. Devcore is controlled by Jean-Pierre Poulin.

The Transaction

The Company has entered into a definitive agreement with the Sellers to acquire a portfolio of multi-family real estate assets from the Sellers, consisting of 16 properties and 991 units located in Ontario and Québec (the “ Purchased Assets ”) with revenue of $13.1 million for the 12 months ended September 30, 2023 and an appraisal value of $224 million. Consideration for this acquisition will be satisfied by a combination of (i) the issuance of 16,490,933 Shares of the Company, subject to adjustment in accordance with the Purchase Agreement; and (ii) the Company’s indirect assumption of approximately $166 million in mortgage principal. See “The Transaction – Appraisals” and “The Transaction – Assumed Debt”.

The purchase price for the Purchased Assets was established by negotiation between the Company and the Sellers, after the consideration of, among other things, the Fairness Opinion, the Appraisals, and other financial, market and detailed property-related information deemed appropriate and sufficient for such purposes. See “The Transaction – Overview”.

Recommendation of the Board

interests of the Company. Accordingly, the Board approved the Purchase Agreement, and all other agreements deemed necessary to complete or related to the Transaction, and unanimously recommends that the Shareholders vote IN FAVOUR of the Transaction Resolution at the Meeting. See “The Transaction – Recommendation of the Board”.

Fairness Opinion

On December 12, 2023, the Board formally retained Echelon as financial advisor to perform such financial advisory and investment banking services for the Board as are customary in transactions similar to the Transaction, including providing financial advice and assistance to the Board in evaluating the Transaction. Based upon and subject to the assumptions, limitations and qualifications set forth in the Fairness Opinion, Echelon is of the opinion that, as at January 21, 2024 (being the date of the Fairness Opinion), the consideration to be paid by the Company pursuant to the Transaction is fair, from a financial point of view, to the Company. A copy of the Fairness Opinion is attached hereto as Appendix “A”.

See “The Transaction – Fairness Opinion”.

Description of the Acquisition Portfolio

The Purchased Assets consist of 16 properties and represent an aggregate of 991 units located in Ontario and Québec. See “The Transaction – Description of the Acquisition Portfolio”.

Purchase Agreement

The Transaction will be completed pursuant to the Purchase Agreement and will be conditional upon the satisfaction of certain conditions, including Shareholder approval, Stock Exchange Approval, Competition Act Approval, CMHC Approval and certain other customary closing conditions. The Transaction is expected to close during the end of the second quarter of 2024.

The Purchase Agreement contains representations and warranties typical of those contained in purchase agreements negotiated between parties dealing at arm’s length (including, among other things, representations and warranties as to organization and status, power and authorization, authorized and issued capital of applicable parties, leasing matters, compliance with applicable Law, and covenants of the Sellers, relating to outstanding lender undertakings and the resolution of outstanding work orders pertaining to the Purchased Assets).

Pursuant to the Purchase Agreement, each of the Company and the Sellers covenant, among other things, to perform, or cause its applicable subsidiaries to perform, all obligations and to do or cause to be done all other acts and things as may be necessary or desirable in order to consummate, and make effective, as soon as reasonably practicable, the transactions contemplated by the Purchase Agreement and any Ancillary Agreement.

Among other things, the Purchase Agreement includes a non-solicitation covenant for the Company and its subsidiaries, a Superior Proposal provision and a provision granting the Sellers the right to match any Superior Proposal, and indemnity provisions with respect to certain representations, warranties and covenants, all in accordance with the terms of the Purchase Agreement and as more particularly described in “The Transaction – Purchase Agreement”.

Investor Rights Agreement

On Closing, the Sellers, Jean-Pierre Poulin and Jeff York will enter into the Investor Rights Agreement, pursuant to which 898 (along with Devcore, Jean-Pierre Poulin, and Jeff York) will be entitled to, among other things, the following rights for the applicable periods of time: (i) board nomination rights, (ii) registration rights (including piggy-back registration rights), (iii) pre-emptive rights, (iv) top-up rights, and (v) information rights.

In addition, the Investor Rights Agreement provides that until the earlier of the expiry of the 36-month standstill period (subject to the terms of the Investor Rights Agreement) or the date on which 898 no longer has the right to nominate two directors to the Board pursuant to the Investor Rights Agreement, the Company will not, without the prior written consent of 898 (such consent not to be unreasonably withheld, conditioned or delayed): (a) acquire or agree to acquire or make any proposal to acquire, or dispose or agree to dispose or make any proposal to dispose, directly or indirectly, by means of purchase, merger, amalgamation, consolidation, take-over bid, business combination or in any other manner, any shares, securities or assets with a purchase price in excess of 20% of the Company’s net assets (in excess of all liabilities) based on the Company’s most recent publicly filed balance sheet; (b) undertake an equity financing, or acquisition that through share consideration, results in dilution in excess of 20%; (c) borrow funds from any Person (other than in connection with ordinary course refinancings) in an amount in excess of 20% of the Company’s net assets (in excess of all liabilities) based on the Company’s most recent publicly filed balance sheet; (d) hire or terminate (other than for cause) senior management of the Company; or (e) permit any change to the composition of the Board (other than the nominee(s) of 898) or any committee of the Board (other than any committee member designated by 898), including without limitation by nomination, recommendation or otherwise, except in connection with a resignation of a director not nominated by 898, in which case the nomination or election of any person to fill such vacancy shall require the prior written consent of 898 (such consent not to be unreasonably withheld, conditioned or delayed).

The Investor Rights Agreement also contains restrictions on transfers of Shares. See “The Transaction – Investor Rights Agreement”.

Management and Services Agreement

Pursuant to the Purchase Agreement, each of the Company and the Sellers covenants and agrees to proceed, prior to Closing, acting reasonably and in good faith, to negotiate and formalize arrangements for the provision of certain property management and other business, operational, human resource and related services in respect of the Devcore Properties, either (i) through a management and services agreement (the “ Management and Services Agreement ”) between the Company (or its Subsidiaries) and an appropriate Devcore entity (the “ Manager ”), on such terms and conditions as are customary and market in respect of agreements of similar nature providing comparable services, including having a minimum one-year term and a management fee payable to the Manager not in excess of 5%, or (ii) through an arrangement between Parties or their respective affiliates whereby the Company would utilize certain equipment and employees of the Sellers (and their affiliates). It is currently expected that the Company will internalize the property management and other business, operational, human resource, and related services concerning the Devcore Properties through a direct employment model wherein the Company will engage individuals, previously associated with the Sellers or their affiliates, as its own employees to leverage their expertise and the use of certain equipment in managing the Acquisition Portfolio. See “The Transaction – Management and Services Agreement”.

Voting and Support Agreements

Each of the Directors and officers of the Company and certain Shareholders, who collectively hold approximately 43% of the Shares outstanding, has entered into a Voting and Support Agreement with Devcore, pursuant to which they agreed to vote their Shares in favour of the Transaction and against any resolution submitted by any Shareholder that is inconsistent therewith, subject to the right to terminate such Voting and Support Agreements in certain circumstances, including the termination of the Transaction.

Board Composition

Upon Closing, Jeff York will be appointed as Chairman of the Board and Richard Turner will serve as Vice Chairman of the Board. Pursuant to the Investor Rights Agreement, 898 will be entitled to nominate up to three members of the Board on Closing. Following the Closing, the Company will continue to be managed by the current management team and the Board will consist of Jeff York (Chairman), Richard Turner (Vice

Chairman), Stavro Stathonikos, Michael Anaka, Bill Hennessey, Jean-Pierre Poulin and Francis Pomerleau. Upon Closing, Dr. Brian Ramjattan, David Pappin, Drew Koivu and Andrea Morwick are expected to step down from the Board.

898 as New Control Person

As part of the purchase price for the Purchased Assets, the Sellers will be issued 16,490,933 Shares, which would represent approximately 49% of the issued and outstanding Shares following Closing (subject to adjustment in accordance with the Purchase Agreement). Of these Shares, approximately 97% are expected to be allocated to 898. Therefore, as a result of the Transaction and the allocation of the purchase price, 898 will become a new “Control Person” of the Company, as such term is defined in TSX-V Policy 1.1.

In addition, (i) 898, Devcore, Jean-Pierre Poulin and Jeff York will enter into the Investor Rights Agreement, pursuant to which 898 (along with Devcore, Jean-Pierre Poulin, and Jeff York) shall be granted certain board nomination and committee membership rights, consent rights in connection with certain material transactions and changes to Board committees and management depending on its ownership interest in the Company, as well as pre-emptive rights, registration rights and right to acquire additional Shares by exercising its Top-Up Right, and (ii) each of the Company and the Sellers will, prior to Closing, acting reasonably and in good faith, negotiate and formalize arrangements for the provision of certain property management and other business, operational, human resource and related services in respect of the Devcore Properties.

Based on the foregoing, particularly with respect the creation of a new Control Person, the Transaction is a “Reviewable Transaction”, as such term is defined in TSX-V Policy 5.3.

Transaction Approvals

Shareholder Approval

Pursuant to Section 5.14(a), the Company is required to obtain Shareholder approval for a Reviewable Transaction that creates a new Control Person. The approval of the Transaction by a majority of the Shareholders present in person or as represented by proxy at the Meeting shall constitute Shareholder approval for the purposes of Section 5.14(a) of TSX-V Policy 5.3. The approval of the Transaction Resolution by a majority of the Shareholders present in person or represented by proxy at the Meeting shall constitute Shareholder approval for the purposes of Section 5.14(a) of TSX-V Policy 5.3. See “The Transaction – Transaction Approvals – Shareholder Approval”.

Stock Exchange Approval

The Company is seeking the approval of the Transaction from the TSX-V. The Company received conditional approval on the TSX-V on February 1, 2024. The conditions for the receipt of final approval from the TSX-V include, among other things, Shareholder approval of the transactions contemplated by the Purchase Agreement and the filing by the Company of customary documents with the TSX-V (“ Stock Exchange Approval ”). Closing of the Transaction is subject to the Company obtaining Stock Exchange Approval.

Competition Act Approval

The Company has received approval of the Transaction from the Commissioner of Competition, consisting of the issuance of an advance ruling certificate pursuant to section 102 of the Competition Act (“ Competition Act Approval ”).

Approval of CMHC and Mortgage Lenders

The Parties are seeking the consents approvals, assumptions and releases required in connection with the Company’s indirect assumption of the Devcore Mortgages as part of the Pre-Closing Reorganization. Closing of the Transaction is conditional until the Assumption Approval Date, upon the Company receiving (i) all approvals and consents from Canada Mortgage and Housing Corporation (“ CMHC ”) required in connection with the assumption of the Purchased Entities (and indirectly by the Company) of the Devcore Mortgages and the completion of the Transaction (“ CMHC Approval ”), and (ii) approval from each applicable Mortgage Lender to the applicable Purchased Entity assuming the applicable Devcore Mortgage and to completion of the Transaction, on terms and conditions satisfactory to both the Company and Devcore, each acting reasonably, (the “ Mortgage Assumption Condition ”).

Risk Factors

In considering approval of the Transaction, Shareholders should carefully consider the risks related to the Transaction described in “Risk Factors” below and the section entitled “Risks and Uncertainties” contained in the Company’s management’s discussion and analysis dated November 27, 2023, which is incorporated herein by reference, as well as other information disclosed or incorporated by reference in this Circular, before determining whether to vote in favour of the Transaction Resolution. See “Risk Factors”.

Arm’s Length Transaction

The Transaction is an arm’s length transaction, the terms of which were determined pursuant to arm’s length negotiations between the parties. Specifically, the Sellers are arm’s length of the Company. Other than 62,500 Shares owned by Jeff York, the Sellers do not own any Shares of the Company and prior to entering into the Purchase Agreement, the Sellers had no dealings with the Company.

Date of information

Information contained in this Circular is given as at the date hereof, unless otherwise specifically stated.

PROXY SOLICITATION INFORMATION

This Circular is furnished in connection with the solicitation of proxies by or on behalf of the management of the Company for use at the Meeting of Shareholders of the Company to be held at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, ON M5L 1B9, or any adjournment or postponement thereof, for the purposes set forth in the accompanying notice of meeting. It is expected that the solicitations of proxies will be primarily by mail. However, officers, employees or agents of the Company may also solicit proxies by telephone, telecopier, email or in person. The total cost of solicitation of proxies will be borne by the Company. Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer , arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy-related materials to certain beneficial owners. See “Appointment and Revocation of Proxies – Notice to Beneficial Holders of Shares” below.

In accordance with the terms of the Purchase Agreement, the Sellers are permitted at their expense to, on behalf of the management of the Company, directly or through a soliciting dealer approved in writing by the Company, actively solicit proxies in favour of the Transaction Resolution to be voted on at the Meeting on behalf of management of the Company in compliance with all applicable laws.

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of Proxy

Shareholders may be “Registered Shareholders” or “Non-Registered Shareholders”. If Shares of the Company are registered in the Shareholder’s name, the Shareholder is a “ Registered Shareholder ”. If Shares are registered in the name of an intermediary and not registered in the Shareholder’s name, they are said to be owned by a “ Non-Registered Shareholder ” or referred to as “ Beneficial Shareholder ”. An intermediary is usually a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates. The instructions provided below set forth the different procedures for Shares at the Meeting to be followed by Registered Shareholders and Non-Registered Shareholders. The persons named in the enclosed instrument appointing proxy are officers and directors of the Company. Each Shareholder has the right to appoint a person or company (who need not be a Shareholder) to attend and act for him at the Meeting other than the persons designated in the enclosed form of proxy.

Shareholders who have given a proxy also have the right to revoke it insofar as it has not been exercised. The right to appoint an alternate proxy holder and the right to revoke a proxy may be exercised by following the procedures set out below under “Registered Shareholders” or “Non-Registered Shareholders”, as applicable.

If any Shareholder receives more than one proxy form or VIF, it is because that Shareholder’s Shares are registered in more than one form. In such cases, Shareholders should sign and submit all proxies or VIFs received by them in accordance with the instructions provided.

Registered Shareholders

Registered Shareholders have two methods by which they can vote their Shares at the Meeting; namely, in person or by proxy. To assure representation at the Meeting, Registered Shareholders are encouraged to return the proxy included with this Circular. Sending in a proxy will not prevent a Registered Shareholder from voting in person at the Meeting. His or her vote will be taken and counted at the Meeting. Registered Shareholders who do not plan to attend the Meeting or do not wish to vote in person can vote by proxy.

To be effective, proxies must be received by Computershare not later than 11:00 a.m. EDT on April 1, 2024 or 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment or postponement of the Meeting . A Registered Shareholder must return the completed proxy to Computershare as follows:

(a) by mail in the enclosed envelope;
(b) by the Internet or telephone as described on the enclosed proxy; or

(c) by registered mail , by hand or by courier to the attention of Computershare Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1.

The document appointing a proxy must be in writing and executed by the Registered Shareholder or his attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

A Registered Shareholder submitting a form of proxy has the right to appoint a person (who need not be a Shareholder) to represent him or her at the Meeting other than the persons designated in the form of proxy furnished by the Company. To exercise that right, the Shareholder must strike out the names of the persons designated on the enclosed proxy and insert the name of the alternate appointee in the blank space provided. In addition, the Shareholder should notify the appointee of the appointment, obtain his or her consent to act as appointee and instruct the appointee on how the Shareholder’s shares are to be voted.

Revocation of Proxy

A Registered Shareholder who has submitted a proxy as directed hereunder may revoke it at any time prior to the exercise thereof. If a person who has given a proxy personally attends the Meeting at which that proxy is to be voted, that person may revoke the proxy and vote in person. In addition to the revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or his attorney or authorized agent and deposited with Computershare at any time up to 11:00 a.m. EDT on April 1, 2024 by mail or by hand delivery to Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or deposited with the Secretary of the Company before the commencement of the Meeting, or any adjournment or postponement thereof, and upon either of those deposits, the proxy will be revoked.

Non-Registered Shareholders

The information set out in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold shares of the Company in their own name. Beneficial Shareholders should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of shares can be recognized and acted upon at the Meeting or any adjournment(s) or postponement(s) thereof. If shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those shares will not be registered in the Shareholder’s name on the records of the Company. Those shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co., the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms. Shares held by brokers or their nominees can be voted (for or against resolutions or withheld from voting) only upon the instructions of the Beneficial Shareholder. Without specific instructions, the broker/nominees are prohibited from voting shares for their clients. Subject to the following discussion in relation to NOBOs (as defined below), the Company does not know for whose benefit the shares of the Company registered in the name of CDS & Co., a broker or another nominee, are held.

There are two categories of Beneficial Shareholders under applicable securities regulations for purposes of dissemination to Beneficial Shareholders of proxy-related materials and other securityholder materials and requests for voting instructions from such Beneficial Shareholders. NOBOs are Beneficial Shareholders who have advised their intermediary (such as brokers or other nominees) that they do not object to their intermediary disclosing ownership information to the Company, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Company.

OBOs are Beneficial Shareholders who have advised their intermediary that they object to their intermediary disclosing such ownership information to the Company.

NI 54-101 allows the Company, in its discretion, to obtain a list of its NOBOs from intermediaries and to use such NOBO list for the purpose of distributing the Meeting Materials directly to, and seeking voting instructions directly from, such NOBOs. As a result, the Company is entitled to deliver Meeting Materials to Beneficial Shareholders in two manners: (a) directly to NOBOs and indirectly through intermediaries to OBOs; or (b) indirectly to all Beneficial Shareholders through intermediaries. In accordance with the requirements of NI 54-101, the Company is sending the Meeting Materials indirectly to all Beneficial Shareholders through intermediaries. The cost of the delivery of the Meeting Materials by intermediaries to Beneficial Shareholders will be borne by the Company.

Applicable securities regulations require intermediaries, on receipt of Meeting Materials that seek voting instructions from Beneficial Shareholders indirectly, to seek voting instructions from Beneficial Shareholders in advance of the Meeting unless a Beneficial Shareholder has waived the right to receive them . Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting or any adjournment(s) or postponement(s) thereof. Often, the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided to Registered Shareholders; however, its purpose is limited to instructing the Registered Shareholder how to vote on behalf of the Beneficial Shareholder. Beneficial Shareholders who wish to appear in person and vote at the Meeting should be appointed as their own representatives at the Meeting in accordance with the directions of their intermediaries and VIF. Beneficial Shareholders can also write the name of someone else whom they wish to appoint to attend the Meeting and vote on their behalf. Unless prohibited by law, the person whose name is written in the space provided in the VIF will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in the VIF or this Circular. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a VIF in lieu of a form of proxy. Beneficial Shareholders are requested to complete and return the VIF to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free telephone number to vote the shares held by them or access Broadridge’s dedicated voting website at https://central-online.proxyvote.com to deliver their voting instructions. Broadridge will then provide aggregate voting instructions to the Company’s transfer agent and registrar, which will tabulate the results and provide appropriate instructions respecting the voting of shares to be represented at the Meeting or any adjournment(s) thereof.

Exercise of Discretion by Proxies

The persons named in the accompanying form of proxy will vote the shares in respect of which they are appointed, on any ballot that may be called for, in accordance with the instructions of the Shareholder as indicated on the proxy. In the absence of such specification, such shares will be voted FOR all matters referred to on the form of proxy. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting or any adjournment thereof. As of the date hereof, management of the Company knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, it is the intention of the person named in the enclosed proxy to vote in accordance with the recommendations of the management of the Company.

Voting Shares

On the date of the accompanying Notice, the authorized capital of the Company consists of an unlimited number of Shares and an unlimited number of preferred shares, issuable in series, of which 16,464,483 Shares are issued and outstanding as of the Record Date (as defined below). There are no preferred shares outstanding as of the date hereof.

Each Share entitles the holder thereof to one vote. The Company has fixed February 12, 2024 as the record date (the “ Record Date ”) for the purpose of determining Shareholders entitled to receive notice of, and vote at, the Meeting. Pursuant to the CBCA, the Company is required to prepare, no later than ten days after the Record Date, an alphabetical list of Shareholders entitled to vote as of the Record Date that shows the number of Shares held by each Shareholder. A Shareholder whose name appears on the list referred to above is entitled to vote the Shares shown opposite his or her name at the Meeting. A Shareholder of record on the Record Date will be entitled to vote those Shares included in the list of Shareholders entitled to vote at the Meeting, even though the Shareholder may subsequently dispose of his or her Shares. No Shareholder who has become a Shareholder after the Record Date will be entitled to attend or vote at the Meeting or any adjournment(s) or postponement(s) thereof. The list of Shareholders is available for inspection during usual business hours at the offices of Computershare Investor Services Inc., 1500 Robert-Bourassa Blvd, 7th Floor, Montreal, Québec, being the place where the Company’s central securities register is maintained.

Quorum

Two persons present in person or by proxy holding in the aggregate at least five percent (5%) of the outstanding shares and each entitled to vote at the Meeting will constitute a quorum at the Meeting.

Principal Shareholders

Sheaco Holdings Inc., a company controlled by Jamie Shea and Sarah Shea, owns, directly or indirectly, or exercises control or direction over, 11.4% of the voting rights attached to all outstanding Shares of the Company, which is expected to be approximately 5.7%, after giving effect to the Transaction. As of the date hereof, to the best knowledge of the Company, no other Shareholder owns, directly or indirectly, or exercises control or direction over, Shares carrying 10% or more of the voting rights attached to all outstanding Shares of the Company.

VOTING AT MEETING AND QUORUM

Unless otherwise required by law, any matter coming before the Meeting or any adjournment or postponement thereof shall be decided by the majority of the votes duly cast in respect of the matter by Shareholders entitled to vote thereon.

The Board has fixed February 12, 2024 as the Record Date for the purpose of determining which Shareholders are entitled to receive the Notice and vote at the Meeting or any adjournment or postponement thereof, either in person or by proxy. No person acquiring Shares after that date shall, in respect of such Shares, be entitled to receive the Notice and vote at the Meeting or any adjournment or postponement thereof.

As of the Record Date, the Company had 16,464,483 outstanding Shares, each carrying the right to one vote per Share at the Meeting. The Shares are listed on the TSX-V under the symbol “NXLV”.

The quorum at the Meeting or any adjournment or postponement thereof (other than an adjournment for lack of quorum) shall be two or more individuals present in person or represented by proxy representing in the aggregate not less than 5% of the total number of outstanding Shares on the Record Date.

Shareholders are not entitled to exercise any statutory dissent rights with respect to the proposed Transaction Resolution.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

To the knowledge of the Board of Directors of the Company, the only matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting.

THE TRANSACTION

Overview

The Company has entered into a definitive agreement with the Sellers to acquire a portfolio of multi-family real estate assets from the Sellers, consisting of 16 properties and 991 units located in Ontario and Québec (the “ Purchased Assets ”) with revenue of $13.1 million for the 12 months ended September 30, 2023 and an appraisal value of $224 million. Consideration for this acquisition will be satisfied by a combination of (i) the issuance of 16,490,933 Shares of the Company (the “ Consideration Shares ”), representing approximately 49% of the outstanding shares of the Company (subject to adjustment in accordance with the Purchase Agreement in the event the number of Consideration Shares required to be issued in satisfaction of the consideration would exceed the number of Shares outstanding immediately prior to Closing); and (ii) the Company’s indirect assumption of approximately $166 million in mortgage principal. See “The Transaction – Appraisals”.

The Purchased Assets include $166.5 million in outstanding debt with a weighted average interest rate of 2.70% and a weighted average term to maturity of 4.3 years as of December 31, 2023 (giving effect to certain refinancings in January 2024). See “The Transaction – Description of the Acquisition Portfolio”.

The Transaction will be completed pursuant to the Purchase Agreement and will be conditional upon the satisfaction of certain conditions, including CMHC Approval, Stock Exchange Approval, and certain other customary closing conditions. The Transaction is expected to close at the end of the second quarter of 2024.

The consideration for the Purchased Assets was established by negotiation between the Company and the Sellers, after the consideration of, among other things, the Appraisals, and other financial, market and detailed property-related information deemed appropriate and sufficient for such purposes.

Highlights of the Transaction are as follows:

Immediate Scale and Meaningful Financial Accretion: Giving effect to the Transaction, as at January 1, 2024 the combined 2,157 unit portfolio would have an In-Place NOI of approximately $22 million representing an increase of over 80% relative to the Company’s standalone In-Place NOI of approximately $12 million. The Company’s In-Place FFO per share would also increase over 30% to approximately $0.24 per Share, compared to its current standalone In-Place FFO per share of approximately $0.18.
Strategic Geographic Diversification: Accelerates a long-term goal of the Company to achieve further geographic diversification, while maintaining the Company’s focus on high-growth secondary markets. Giving effect to the Transaction, portfolio concentration would be 34% Moncton, NB (currently 63% of the Company’s portfolio), 29% National Capital Region (OttawaGatineau), 15% Saint John, NB, 18% other Ontario and 4% other Québec.
Attractive Mortgage Portfolio & De-Levering Strategy: The Purchased Assets bring a staggered maturity mortgage portfolio with an attractive weighted average interest rate of approximately 2.70% resulting in a combined weighted average mortgage portfolio interest rate of 3.20% for the Company post completion of the Transaction. This represents a 48 basis point decrease from the Company’s current weighted average interest rate of 3.68%, as at December 31, 2023. Furthermore, the combined entity will have a material improvement in free cash flow,

which the Company will direct towards de-leveraging the balance sheet, while also maintaining its growth strategy.

Multi-Channel Growth Pipeline: Devcore is an active apartment developer focused on new ground-up construction and value-add buildings throughout Ontario and Québec. Devcore will retain a portfolio of approximately 2,000 units following the completion of the Transaction, which along with other existing and future projects, provides an attractive and captive complementary growth pipeline for the Company.
High-Growth Asset Portfolio: The Company expects to benefit from the significant upside provided by the embedded ‘mark-to-market’ opportunities across the combined portfolio of properties and the value-add strategy focused in Ontario and Québec.
Strong and Aligned Pro-Forma Board: Upon closing of the Transaction, Jeff York, Co-owner of 898 and former co-CEO at Farm Boy Inc. will be appointed as Chairman of the Board and Richard Turner will serve as Vice Chairman of the Board.

Board Oversight

On September 18, 2023, Mr. Richard Turner (Chairman), Mr. Michael Anaka (Vice Chairman) and Mr. Stathonikos (President & CEO) discussed preliminary terms involving a potential acquisition of a portfolio of the Sellers’ multi-family properties situated in Québec and Ontario. Mr. Turner agreed that Mr. Stathonikos and Mr. Anaka proceed with evaluating and negotiating a potential transaction under Mr. Turner’s supervision. The Company retained Stikeman Elliott LLP as its legal advisor.

Mr. Stathonikos and Mr. Anaka were to, among other things: (i) organize and institute the process to be carried out by the Company and its professional advisors in connection with the evaluation of the Transaction, all in the manner and to the extent determined by the Chair; (ii) make recommendations to the Board in respect of matters that it considers relevant in respect of the foregoing, including with respect to the Transaction; (iii) finalize and disseminate any public disclosure to be made by the Company with respect to any proposed transaction and the announcement of any and all such matters relating to the Company; (iv) prepare all transaction documentation relating to any proposed transaction and the execution thereof by the Company for approval by the Board; (v) if required or considered appropriate, supervise the preparation of a fairness opinion in connection with any proposed transaction, and review with the provider of such opinion the key factors, methodologies and assumptions used in preparing the opinion; (vi) make recommendations to the Board as to whether any proposal is in the best interests of the Company, as to the fairness of any proposed transaction to the Company and whether to proceed with any proposed transaction, and any other matters the Board may determine are necessary or advisable; and (vii) if required, ensure that the Company completes any proposed transaction in compliance with applicable law and the applicable policies of the TSX-V.

Mr. Stathonikos and Mr. Anaka met with the Company’s advisors, with Mr. Turner and with the Board on numerous occasions between September 18, 2023 and December 20, 2023, to, among other things: (i) review and evaluate the Transaction, including its financial and other terms; (ii) discuss details of the Transaction; (iii) review, together with its legal advisors, any revisions to the terms or structure of the Transaction that Mr. Turner and the Board believed were necessary or advisable; and (iv) conduct, review and participate in the negotiations pertaining to the Transaction.

On November 27, 2023, the Board met to, amongst other items, consider the proposed Transaction. During the meeting, members of management formally presented the initial terms of the Transaction and background information on Devcore and its shareholders.

On November 29, 2023, Mr. Turner, Mr. Stathonikos and Mr. Anaka met with Mr. Poulin, Mr. York and their financial advisors in Toronto to discuss the potential Transaction. During the meeting, Mr. Poulin and

Mr. York shared the history and background regarding their operations and relationship in connection with Devcore and other related businesses.

On December 20, 2023, the Board met to consider the proposed Transaction. During the meeting, members of management and the legal advisors formally presented the updated terms of the Transaction and pro forma financial analysis. Representatives of the Company’s legal advisor reviewed with the Board the material terms of the proposed definitive agreements to give effect to the Transaction. Following a discussion of the terms, Echelon Capital Markets reviewed terms of the Transaction from a financial point of view to the Company. The Board received a presentation from Echelon Capital Markets who also confirmed that it would be in a position to deliver its opinion to the Board on January 21, 2024.

On January 21, 2024, the Board met to further discuss the Transaction. Echelon Capital Markets provided its verbal opinion to the Board, that was subsequently confirmed in writing, that the Transaction was, subject to the assumptions, limitations and qualifications on which the opinion is based, fair, from a financial point of view, to the Company. Echelon Capital Markets’ opinion was subject to a number of assumptions and limitations which the Board believed were reasonable under the circumstances. After giving consideration to, among other things, Echelon’s verbal opinion, the Appraisal, the Environmental Reports, the Property Condition Assessments and other financial, market and detailed property-related information deemed appropriate and sufficient for such purposes and the anticipated benefits to the Company and its Shareholders, the Board resolved that the Transaction was in the best interests of the Company and its Shareholders and unanimously approved the Transaction.

The Board of Directors recommends that Shareholders vote IN FAVOUR of the Transaction and the Transaction Resolution at the Meeting.

Recommendation of the Board

The Board, having taken into account such factors and matters as it considered relevant, including, without limitation, the Fairness Opinion and advice received from the Company’s legal and financial advisors, unanimously determined that (i) the Transaction is fair, from a financial point of view, to the Company, and (ii) the Transaction is, and the entering into of the Purchase Agreement was, in the best interests of the Company. Accordingly, the Board approved the Purchase Agreement, and all other agreements deemed necessary to complete or related to the Transaction, and unanimously recommends that the Shareholders vote IN FAVOUR of the Transaction Resolution at the Meeting.

The foregoing discussion of the information and factors reviewed by the Board is not intended to be exhaustive. In view of the wide variety of factors considered, the Board did not find it practicable to, and therefore did not, quantify or otherwise assign relative weight to specific factors in making its determination. The conclusions and recommendations of the Board were made after consideration of all of the above-noted factors in light of the collective knowledge of the operations, financial condition and prospects of the Company and was also based upon the advice of its advisors.

Shareholders should consider the Transaction carefully and come to their own conclusion as to whether or not to vote in favour of the Transaction Resolution.

The Board of Directors unanimously recommends that Shareholders vote IN FAVOUR of the Transaction and the Transaction Resolution at the Meeting.

Fairness Opinion

On December 12, 2023 the Board formally retained Echelon as financial advisor to perform various advisory services for the Board as are customary in transactions similar to the Transaction, including providing financial advice and assistance to the Board in evaluating the Transaction. Pursuant to Echelon’s engagement, the Company has agreed to pay Echelon a fixed fee for its services as financial advisor, including the delivery of the Fairness Opinion. In addition, Echelon is to be reimbursed for its

reasonable out-of-pocket expenses and to be indemnified by the Company in respect of certain liabilities that might arise out of its engagement.

On January 21, 2024, Echelon delivered its verbal opinion to the Board, that was subsequently confirmed in writing, that, as of January 21, 2024, and based upon the scope of review, analysis undertaken and various assumptions, limitations and qualifications set fourth in its Fairness Opinion, the consideration to be paid by the Company pursuant to the Transaction is fair, from a financial point of view, to the Company.

The Fairness Opinion addresses the fairness, from a financial point of view, of the consideration and does not address any other aspect of the Transaction or any related transaction, including any tax consequences of the Transaction to the Company or the Shareholders. The Fairness Opinion was provided for the exclusive use of the Board and may not be relied upon by any other person. The Fairness Opinion does not address the relative merits of the Transaction or any related transaction as compared to other business strategies or transactions that might be available to the Company or the underlying business decision of the Company to effect the Transaction or any related transaction. The Fairness Opinion does not constitute a recommendation to any Shareholder as to how such Shareholder should vote on the Transaction, or how to act with respect to any matters relating to the Transaction.

The Fairness Opinion was rendered on the basis of the securities markets, economic, financial and general business conditions prevailing as at January 21, 2024 and on information relating to the subject matter thereof as represented to Echelon. As set forth in the Fairness Opinion, Echelon has relied upon, and assumed the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions, and representations obtained by Echelon from public sources or provided by or on behalf of the Company.

The receipt of the Fairness Opinion, and the financial analyses of Echelon, were only one of many factors considered by the Board in their evaluation of the Transaction and should not be viewed as determinative of the views of the Board with respect to the Transaction or the consideration provided for in the Transaction.

This summary of the Fairness Opinion is qualified in its entirety by the full text of the Fairness Opinion describing the assumptions made, procedures followed, information reviewed, matters considered and limitations on the review undertaken by Echelon is attached as Appendix “A” hereto and forms part of this Circular. Shareholders are encouraged to read the Fairness Opinion carefully in its entirety.

Credentials of Echelon

Echelon is an independent Canadian financial services firm that offers an integrated platform of corporate finance, mergers and acquisitions, equity research, institutional sales and trading, and private client services. Echelon has been a financial advisor in a significant number of transactions and is regularly engaged in providing financial advice to public and private companies across a variety of sectors and has extensive experience preparing fairness opinions.

Description of the Acquisition Portfolio

The Acquisition Portfolio includes 16 properties with 991 units and certain other ancillary spaces. The Acquisition Portfolio properties are located across eastern Ontario and southern Québec in cities including Cornwall, Embrun, Gatineau, Limoges, Thurso, and Val-d’Or.

The following table includes certain information about the Acquisition Portfolio, including total units, unit composition, underground parking spaces, year built, occupancy, and average monthly rent per unit as of January 2024:

		Total			Underground	Year	Occupancy	Average
	City	Units	Apartments	Townhomes	Parking	Built	Level	Rent
		(#)	(#)	(#)	(#)	(year)	(%)	(C$ / month)
Place du Golf	Gatineau	135	88	47	0	1978	100%	$1,174
St. James	Gatineau	116	66	50	0	1976	100%	$1,098
JGR	Gatineau	80	80	0	35	2021	100%	$1,312
Fraser Thurso	Thurso	75	75	0	0	2023	100%	$1,302
Nelson Morin	Gatineau	59	59	0	0	1976	98%	$1,078
Pointe Gatineau	Gatineau	33	33	0	0	1978	100%	$1,344
Lanctot	Gatineau	28	28	0	0	1974	100%	$1,392
Capri & St Moritz	Embrun	24	24	0	0	2018	100%	$1,540
Prado	Gatineau	21	21	0	0	2010	95%	$1,166
Bordeau	Limoges	21	21	0	0	2017	100%	$1,510
Du Progres	Gatineau	16	16	0	0	2011	100%	$1,218
Futaie	Gatineau	15	15	0	0	1984	100%	$932
Chemin Montreal	Gatineau	10	10	0	0	2008	100%	$1,065
Total National Capital Region		633	536	97	35		100%	$1,221
Brookdale	Cornwall	202	202	0	0	1978	99%	$1,348
Glengarry	Cornwall	73	73	0	0	1975	100%	$1,227
Cornwall		275	275	0	0		99%	$1,316
Roland Audet (completed)	Val-d'Or	75	75	0	0	2019	97%	$1,529
Roland Audet(construction)	Val-d'Or	8	8	0	0	2024	n.a.	n.a.
Val-d'Or		83	83	0	0		97%	$1,529
Total		991	894	97	35		99%	$1,270

Acquisition Portfolio Property Descriptions

The Acquisition Portfolio consists of 16 properties located in the provinces of Ontario and Québec. The properties can be described as follows:

Place du Golf

This property includes 12 buildings consisting of up to three-and-a-half storeys and a total of 135 units. The unit mix is comprised of studio, one-bedroom, two-bedroom, three-bedroom and four-bedroom units. The buildings were constructed in 1978 and share a surface parking lot. The property is located in a residential neighbourhood in east Gatineau, Québec.

333-431 Rue St. James

This property includes six buildings consisting of up to three storeys with a total of 116 units. The unit mix is comprised of studio, one-bedroom, two-bedroom, three-bedroom and four-bedroom units. The buildings were constructed in 1976 and have surface paved parking. The property is located in east Gatineau, Québec.

150 Rue Jeannine-Gregoire-Ross

This property includes one three-and-a-half storey building with a total of 80 units. The unit mix is comprised of studio, one-bedroom and two-bedroom units. The building was constructed in 2021 and has surface paved and underground heated parking. The property is located in east Gatineau, Québec and backs onto a park near the Ottawa River.

153 Rue Fraser

This property is a four-storey building with a total of 75 units. The unit mix is comprised of one-bedroom, two-bedroom and three-bedroom units. The building was constructed in 2023 and has 75 surface parking stalls. The property is located in Thurso, a municipality approximately 44 kilometres east of the municipal limits of Gatineau, Québec.

300-670 Nelson Morin

This property is a two-and-a-half storey building with a total of 59 two-bedroom units. The building was constructed in 1976 and has surface paved parking. The property is located in the town of Aylmer, west of downtown Gatineau, Québec.

499-541 Pointe Gatineau

This property includes three two-storey buildings with a total of 33 three-bedroom units. The buildings were constructed in 1978 and have surface paved parking. The property is located in Gatineau, Québec.

3-57 Lanctot

This property includes three three-storey buildings with a total of 28 three-bedroom units. The buildings were constructed in 1974 and have surface parking. The property is located in the east end of Gatineau, Québec.

Capri & St. Moritz

This property includes three two-storey buildings with a total of 24 units. The unit mix is comprised of twobedroom and three-bedroom units. The buildings were constructed in 2018 and have 24 surface parking stalls. The property is located in the town of Embrun, approximately 44 kilometres southeast of downtown Ottawa, Ontario.

365-401 Prado

This property includes two two-and-a-half storey buildings with a total of 21 units. The unit mix is comprised of one-bedroom, two-bedroom and three-bedroom units. The buildings were constructed in 2010 and have surface parking. The property is located in the north end of Le Plateau-Mont-Royal neighbourhood in Gatineau, Québec.

169-179 Bourdeau

This property includes three two-storey buildings with a total of 21 units. The unit mix is comprised of onebedroom, two-bedroom and three-bedroom units. The buildings were constructed in 2017 and have 21 surface parking spots. The property is located in the village of Limoges, approximately 44 kilometres south of Ottawa, Ontario.

494-516 du Progres

This property includes six two-and-a-half storey buildings with a total of 16 units. The unit mix is comprised of one-bedroom, two-bedroom and three-bedroom units. The buildings were constructed in 2011 and have surface paved parking. The property is located in Angers, east of Gatineau, Québec.

24-28 de la Futaie

This property is a two-and-a-half storey building with a total of 15 units. The unit mix is comprised of studio, one-bedroom, two-bedroom and three-bedroom units. The building was constructed in 1984 and offers covered paved parking. The property is located in a residential neighbourhood in Gatineau, Québec.

1101 Chemin de Montreal

This property includes a three-and-a-half storey building with a total of 10 units. The unit mix is comprised of one-bedroom, two-bedroom and three-bedroom units. The building was constructed in 2008 and has surface paved parking and a detached garage. The property is located in Gatineau, Québec.

1421 & 1451 Brookdale

This property includes two four-storey buildings with a total of 202 units. The unit mix is comprised of studio, one-bedroom and two-bedroom units. The buildings were constructed in 1978 and have 210 surface parking stalls. The property is located in Cornwall, Ontario, a city located at the convergence of the Ontario, Québec and New York State borders.

600 Glengarry

This property is a two-storey building with 73 units. The unit mix is comprised of one-bedroom and twobedroom units. The building was constructed in 1975 and has 25 surface parking stalls. The property is located in Cornwall, Ontario, a city located at the convergence of the Ontario, Québec and New York State borders.

Roland-Audet

This property includes fifteen buildings varying in size from one-and-a-half to three storeys, with a total of 83 units upon completion. The unit mix is comprised of one-bedroom, two-bedroom and three-bedroom units. The buildings were constructed between 2019 and 2024 and have a mix of driveway, garage, and surface parking. The property is located in Val-d’Or, approximately 420 kilometres north of the municipal limits of Gatineau, Québec.

Acquisition Portfolio Unit Composition

The Acquisition Portfolio consists of studio apartments, one-bedroom apartments, two-bedroom apartments, three-bedroom apartments and four-bedroom apartments. The distribution of rental units by type is as follows as of January 2024:

Distribution of Rental Suites by Type

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4-Bed, 2% Studio, 3%
3-Bed, 17%
1-Bed, 25%
2-Bed, 52%
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Geographic Distribution

Giving effect to the completion of 8 units in Val-d’Or, the Acquisition Portfolio properties are geographically located as follows, as of January 2024:

Distribution of Rental Units by Geography

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Val D'Or, 8%
Cornwall, 28%
National
Capital
Region, 64%
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Average Monthly Rent by Geography

The Acquisition Portfolio properties generate the following average rent monthly by region, as of January 2024:

Average Monthly Rent by Region

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$1,529
$1,316
$1,221
National Capital Cornwall Val D'Or
Region
Rent (C$ / month)
Weighted Average Monthly Occupied
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Acquisition Portfolio Income Distribution by Geography

The Acquisition Portfolio’s monthly rental income is distributed geographically as follows, as of January 2024:

Distribution of Rental Income by Geography

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Val D'Or, 9%
Cornwall, 29%
National
Capital
Region, 62%
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Appraisals

In connection with the Acquisition Transaction, Devcore commissioned Colliers to prepare the Appraisals. The following is a summary of the Appraisals. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the terms of the Appraisals. The purchase price of the Acquisition Portfolio was not determined by reference to the Appraisals, but the Appraisals played a role in supporting the purchase price. The Acquisition Portfolio was appraised with an effective date of October 30, 2023.

Based on the Appraisals, the estimated aggregate market value of the Acquisition Portfolio as a portfolio, as of October 30, 2023, was approximately $224 million. The estimated market value of each property comprising the Acquisition Portfolio as of October 30, 2023 was determined by Colliers using:

(a) the comparative method, which compares sales and/or letting transactions involving similar properties based on assessments of the market, the location and the immoveable property itself;
(b) the income approach for residential properties (theoretical rent income capitalization method), which determines a theoretical rent income based on the sum of the current rent income for rented units and the market rent for vacant units and relates those incomes to a yield which is considered realistic under current market circumstances; and
(c) the income approach for commercial properties (market rent capitalization method), which determines market value based on the gross market rent value of the lettable floor areas of the buildings and/or grounds, minus the property-related charges and other charges provided by Devcore and/or estimated and relates those incomes to a net yield which is considered realistic under current market circumstances.

The above-listed valuation methods correspond with standard practice in the Canadian property market, taking into account the properties and the purpose of the valuation. The Appraisals are subject to a number of assumptions, special assumptions and limiting conditions as set forth therein. In particular, in appraising the Acquisition Portfolio, Colliers assumed that: (i) the technical building services of the Acquisition Portfolio function properly and are in a good state of repair such that no investments are required in order to acquire the prescribed permits, including the statutory permits; (ii) the specific use of the Acquisition Portfolio complies with any regulations, provisions and/or necessary permits; and (iii) no environmentally hazardous materials or contamination are present on the properties comprising the

Acquisition Portfolio. Notwithstanding the foregoing, Colliers did not carry out detailed inspections of the properties comprising the Acquisition Portfolio.

Colliers determined the approximate market value of the Acquisition Portfolio based on an inspection of the immovable property, information provided by Devcore and/or third parties, such as letting details and floor areas, floor plans and/or any certificates of measurements and information on property-related and other charges, and information provided in writing and verbally by the municipal and/or provincial and any other authorities concerned. Based on its review and other relevant facts, Colliers considered such data and the value stated to be plausible.

Caution should be exercised in the evaluation and use of appraisal results. An appraisal is an estimate of market value. It is not a precise measure of value but is based on a subjective comparison of related activity taking place in the real estate market. The Appraisals are based on various assumptions of future expectations and while Colliers’ internal forecasts for the subject properties comprising the Acquisition Portfolio were considered to be reasonable at the time that the Appraisals were prepared, some of the assumptions may not materialize or may differ materially from actual experience in the future. A publicly-traded real estate company will not necessarily trade at values determined solely by reference to the underlying value of its real estate assets. Accordingly, Shares may trade at a premium or a discount to the values implied by the foregoing summary of the Appraisals. Moreover, the Appraisals were commissioned by Devcore, not the Company, and are not formally relied on by the Company.

Environmental Reports and Property Condition Assessments

In assessing the Acquisition Portfolio, the Company consulted certain environmental reports (the “ Environmental Reports ”) and property condition assessments (the “ Property Condition Assessments ”) related to the Acquisition Portfolio. The Environmental Reports and Property Condition Assessments were directly, or in some cases indirectly, commissioned by Devcore, not the Company. In addition, some of the Environmental Reports are dated more than 36 months prior to the expected date of the Transaction. Therefore, although the Company and its legal and financial advisors reviewed and considered the Environmental Reports and Property Condition Assessments as part of their due diligence review regarding the Transaction, the Company has not formally relied on the Environmental Reports and Property Condition Assessments. The Company, however, was nonetheless satisfied with the substance of the reports and the due diligence conducted on the Acquisition Portfolio.

Environmental Reports

As summarized in the Environmental Reports, the relevant environmental consultants conducted historical soil surveys on the properties comprising the Acquisition Portfolio to determine the presence and/or nature of potential soil contaminations.

Generally, the Environmental Reports indicate that any risks associated with the continuation of the current use, and expected post-Transaction use by the Company, of the Acquisition Portfolio are low. In case of redevelopment, renovation or change of use, further investigation is recommended in some instances.

Devcore is not aware of any material non-compliance with environmental laws at any of the properties comprising the Acquisition Portfolio that management believes would have a material adverse effect on the Acquisition Portfolio and is not aware of any pending or threatened investigations or actions by environmental regulatory authorities in connection with any of the Acquisition Portfolio that would materially affect the Company. It is expected that the Company will implement policies and procedures to assess, manage and monitor environmental conditions at the Acquisition Portfolio, and to manage exposure to liability. However, the Company cannot assure Shareholders that any environmental assessments performed have identified or will identify all material environmental conditions, that any prior owner of any facility did not create a material environmental condition not known to the Company or that a

material environmental condition does not or will not otherwise exist with respect to the Acquisition Portfolio or any future property held by the Company.

Property Condition Assessments

The relevant environmental consultants prepared Property Condition Assessments for the large apartment complexes of the Acquisition Portfolio to determine and document the existing condition of each building. The Property Condition Assessments identified and quantified any major defects in materials or systems which might significantly affect the value of any of the Acquisition Portfolio or the continued operation thereof. In addition to required regular maintenance on the various components of the buildings, each of the Property Condition Assessments assessed both the work required to be completed within the first year of ownership and the work recommended to be completed during the subsequent 10 years in order to maintain the building in an appropriate condition.

Based on the Property Condition Assessments, each property in the Acquisition Portfolio was determined to be in a satisfactory condition commensurate with their age and comparable to other similar properties in their respective markets.

Assumed Debt

The Acquisition Portfolio includes $166.5 million in outstanding debt with a weighted average interest rate of 2.70% and a weighted average term to maturity of 4.3 years as of December 31, 2023 (giving effect to certain refinancings in January 2024). The assumed debt matures with the following weighted average interest rates, as of December 31, 2023, as follows:

Assumed Debt		2024	2025	2026	2027	2028	Thereafter	Total
Debt maturing	(C$ MM)	$6.4	$0.0	$29.1	$30.2	$50.8	$49.9	$166.5
Total	(C$ MM)	$6.4	$0.0	$29.1	$30.2	$50.8	$49.9	$166.5
*Metrics*
Portion of total	(%)	3.8%	-	17.5%	18.2%	30.5%	30.0%	100.0%
Weighted average rate of expiring debt	(%)	5.11%	-	1.93%	2.28%	3.71%	2.06%	2.70%

Purchase Agreement

The following is a summary of the material attributes and characteristics of the Purchase Agreement. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the terms of the Purchase Agreement, which has been filed with the Canadian securities regulatory authorities and is available on SEDAR+ at www.sedarplus.ca. A Shareholder should refer to the terms of the Purchase Agreement for a complete description of the representations, warranties and indemnities being provided in favour of, and by, the Company, and related limitations under the Purchase Agreement.

Overview

Pursuant to the Purchase Agreement, the Company has agreed to indirectly acquire, through the acquisition of all of the issued and outstanding securities of the Purchased Entities, the Purchased Assets in consideration of: (i) the indirect assumption of approximately $166 million aggregate principal amount of existing mortgage debt relating to the Purchased Assets and all other liabilities associated with the entities (including subsidiaries) that hold the Purchased Assets; and (ii) the issuance of 16,490,933 Shares (all as adjusted for stock splits, stock consolidations, stock dividends capital, and similar adjustments to the Company’s share capital), to the Sellers (subject to adjustment in accordance with the Purchase Agreement).

Adjustments to Purchase Price

The Purchase Agreement provides that the number of Consideration Shares to be issued in satisfaction of the purchase price shall not be larger than the number of Shares outstanding immediately prior to

Closing. To the extent the number of Consideration Shares required to be issued in satisfaction of the purchase price would exceed the number of Shares outstanding immediately prior to Closing less 2 times the number of the Investor Shares less one Share, the number of Consideration Shares issued on Closing shall be reduced from 16,490,933 Shares (as adjusted for stock splits, stock consolidations, stock dividends and similar adjustments to the Company’s share capital) to the number of Shares outstanding immediately prior to Closing plus the number of Shares (if any) issued to the Sellers’ financial advisor in accordance with the Purchase Agreement less 2 times the number of the Investor Shares less one Share (as adjusted for stock splits, stock consolidations, stock dividends and similar adjustments to the Company’s share capital), and the Company shall make a payment in cash to the Sellers on the Closing Date equal to (i) the difference between (A) 16,490,933 (as adjusted for stock splits, stock consolidations, stock dividends and similar adjustments to the Company’s share capital) and (B) the number of Shares outstanding immediately prior to Closing plus the number of Shares (if any) issued to the Sellers’ financial advisor in accordance with the Purchase Agreement less 2 times the number of the Investor Shares less one Share (as adjusted for stock splits, stock consolidations, stock dividends and similar adjustments to the Company’s share capital), multiplied by (ii) the 20-day VWAP of the Shares as of the Closing Date, in partial satisfaction of the purchase price.

The purchase price is subject to numerous customary adjustments including for wrong pockets and postClosing adjustments customary for a real estate transaction of this nature.

Transaction Steps and Assumption of Devcore Mortgages

Under the Purchase Agreement, the Company and the Sellers agree and shall cause each of its Subsidiaries to use commercially reasonable efforts to implement the Transaction Steps applicable to them at the time and in the manner outlined in Schedule A to the Purchase Agreement, or as otherwise required under the Transaction Steps, prior to Closing. Either party may, acting reasonably, amend or modify any of the Transaction Steps, provided that no such amendment or modification to any of the Transaction Steps shall be made that may have an adverse effect on the other party, its Subsidiaries or securityholders which is not immaterial or where such amendment or modification may materially delay or impede the consummation of the transactions contemplated by the Purchase Agreement.

Pursuant to such Transaction Steps, it is contemplated that the Parties will perform certain reorganization steps in order to (among other things) provide that the Purchased Assets will be owned by the Purchased Entities as of the time of Closing.

The Parties are also subject to a number of obligations with respect to the Devcore Mortgages, including, but not limited to, that they use commercially reasonable efforts to obtain all consents, approvals, assumptions and releases required in connection with the assumption by the Purchased Entities of the Devcore Mortgages as part of the Pre-Closing Reorganization and the release of the Sellers thereunder, and the completion of the Transaction, including, without limitation, the CMHC Approval.

Representations and Warranties

The Purchase Agreement contains representations and warranties typical of those contained in Purchase Agreements negotiated between parties dealing at arm’s length, and contains representations and warranties made by the Company to the Sellers, and representations made by the Sellers to the Company. Those representations and warranties were made as of specific dates solely for the purposes of the Purchase Agreement and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Purchase Agreement. Moreover, certain representations and warranties contained in the Purchase Agreement are subject to a contractual standard of materiality (including in the case of the Company, a “NexLiving Material Adverse Effect” and in the case of the Sellers, a “Devcore Material Adverse Effect”) that may be different from that considered material to Shareholders or that may have been used for the purpose of allocating risk between the parties to the Purchase Agreement rather than for the purpose of establishing facts. Information concerning the subject matter of the representations and warranties may have changed since the date of the Purchase Agreement. For the foregoing reasons, you should not rely on the representations and

warranties contained in the Purchase Agreement as statements of factual information at the time they were made or otherwise.

The Purchase Agreement contains certain representations and warranties of the Company relating to the following, among other things: (a) status of the Company, (b) status of the Company’s Subsidiaries, (c) corporate authority, (d) non-contravention of the Company’s Constating Documents, applicable Law, or other corporate agreements, (e) enforceability of obligations, (f) governmental authorization, (g) capitalization, (h) absence of shareholder agreements, (i) Subsidiaries, (j) Securities Law matters, (k) Shares issued under the Purchase Agreement, (l) financial statements, (m) disclosure controls and internal control over financial reporting, (n) auditors and absence of reportable events (as defined in National Instrument 51-102 – Continuous Disclosure Obligations ) with the present or former auditors of the Company, (o) absence of undisclosed liabilities, (p) absence of certain changes or events, (q) compliance with Laws, (r) ownership of NexLiving Properties, (s) litigation and proceedings, (t) taxes, (u) related party transactions, (v) compliance with applicable Money Laundering Laws, (w) anti-corruption, and (x) brokers and other expenses.

The Purchase Agreement contains certain representations and warranties of the Sellers relating to the following, among other things: (a) status of each Seller, (b) status of the Purchased Entities, (c) corporate authority, (d) non-contravention of the Sellers’ Constating Documents, applicable Law, or other corporate agreements, (e) enforceability of obligations, (f) governmental authorization, (g) financial statements, (h) disclosure controls and internal control over financial reporting, (i) absence of undisclosed liabilities, (j) absence of certain changes or events, (k) compliance with Laws, (l) authorized and issued capital, (m) title to the Purchased Assets, (n) ownership of the Acquisition Portfolio, (o) third party rights to purchase properties, (p) operations in compliance with applicable Law, (q) Devcore Mortgages, (r) Devcore Leases, (s) Assumed Property Contracts, (t) expropriation, (u) construction liens, (v) Permitted Liens, (w) compliance with Environmental Laws, (x) Environmental Reports, (y) litigation and proceedings, (z) insurance, (aa) taxes, (bb) no employees, (cc) unregistered government agreements, (dd) compliance with applicable Money Laundering Laws, (ee) anti-corruption, (ff) brokers and other expenses, and (gg) ownership of Shares.

Covenants

General

Pursuant to the Purchase Agreement, the Sellers covenant, among other things, to perform, and cause their applicable Subsidiaries to perform, all obligations required or desirable to be performed by the Sellers or any of their applicable Subsidiaries under the Purchase Agreement or any Ancillary Agreement and do all such other acts and things as may be necessary or desirable in order to consummate, and make effective, as soon as reasonably practicable, the transactions contemplated by the Purchase Agreement and any Ancillary Agreement and, without limiting the generality of the foregoing, the Sellers shall and, where appropriate, shall cause each of their applicable Subsidiaries to:

(a) use commercially reasonable efforts to satisfy all conditions precedent in the Purchase Agreement applicable to them and their respective Subsidiaries, and comply promptly with all requirements imposed by Law on them or their respective Subsidiaries with respect to the Purchase Agreement;
(b) use commercially reasonable efforts to obtain, as soon as practicable following execution of the Purchase Agreement, and maintain thereafter, all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary to be obtained in respect of the Assumed Property Contracts and the Devcore Mortgages in connection with the Transaction or the Purchase Agreement, or (ii) required in order to maintain the Devcore Mortgages in full force and effect following completion of the Transaction on industry standard terms or otherwise satisfactory to the Company;

(c) terminate (or amend by removing the applicable Devcore Properties therefrom) all Property Contracts, other than the Assumed Property Contracts;
(d) not make any payment or settlement offer, or agree to any payment or settlement prior to the Closing with respect to any claims regarding the Transaction or the other transactions contemplated by the Purchase Agreement without the prior written consent of the Company; and
(e) not take any action, or refrain from taking any commercially reasonable action, or approve any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Transaction or the other transactions contemplated by the Purchase Agreement.

Pursuant to the Purchase Agreement, the Company covenants, among other things, to perform, and cause its Subsidiaries to perform, all obligations required or desirable to be performed by the Company or any of its Subsidiaries under the Purchase Agreement or any Ancillary Agreement and do all such other acts and things as may be necessary or desirable in order to consummate, and make effective, as soon as reasonably practicable, the transactions contemplated by the Purchase Agreement and any Ancillary Agreement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its Subsidiaries to:

(a) use commercially reasonable efforts to satisfy all conditions precedent in the Purchase Agreement applicable to it and its Subsidiaries, and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to the Purchase Agreement;
(b) use commercially reasonable efforts to obtain, as soon as practicable following execution of the Purchase Agreement, and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary to be obtained under NexLiving Material Contracts and NexLiving Mortgages in connection with the Purchase Agreement, the Transaction or the other transactions contemplated by the Purchase Agreement, or (ii) required in order to maintain NexLiving Material Contracts and NexLiving Mortgages in full force and effect following completion of the Transaction or the other transactions contemplated by the Purchase Agreement, in each case, on terms that are reasonably satisfactory to the Sellers;
(c) not make any payment or settlement offer, or agree to any payment or settlement prior to the Closing with respect to any claims regarding the Transaction or the other transactions contemplated by the Purchase Agreement without the prior written consent of the Sellers; and
(d) not take any action, or refrain from taking any commercially reasonable action, or approve any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Transaction or the other transactions contemplated by the Purchase Agreement.

The Purchase Agreement also contains covenants relating to, among other things: (i) the reimbursement by the Company of up to $750,000, inclusive of all applicable Taxes, of reasonable, documented transaction expenses incurred by the Sellers in connection with the Transaction, subject to the conditions set forth in the Purchase Agreement; (ii) the Company using its commercially reasonable efforts to obtain and maintain in force the Stock Exchange Approval; (iii) the obligation of each Party to promptly notify the other Party of a Devcore Material Adverse Effect or NexLiving Material Adverse Effect (as applicable); (iv) during the Interim Period, neither the Sellers nor the Purchased Entities entering into or materially amending any Property Contracts, without the prior written consent of the Company, not to be unreasonably withheld; (v) during the Interim Period, neither the Sellers nor the Purchased Entities entering into or materially amend any tenancy agreements, leases, subleases, agreements to lease or sublease, offers to lease or sublease, renewals of leases or subleases, storage agreements, parking agreements or other agreements, rights or licences allowing any Person to use, possess or occupy any portion of the Land or any space within the Buildings comprising the Devcore Properties or any part of

them, or any amendment, extension or variation of or waiver of rights under any Devcore Lease other than, in each case, in the Ordinary Course, at market and legal rents and, where applicable, in the prescribed form required under applicable law; (vi) the Sellers, using their commercially reasonable efforts, obtain and deliver to the Company on or before the date that is five Business Days prior to the Closing Date, at the Sellers’ sole cost and expense (if any), reliance letters with respect to the Devcore Environmental Reports addressed to the Company; (vii) the Parties using their respective commercially reasonable efforts to obtain, or cause to be obtained, all consents and Authorizations, including the Competition Act Approval and the CMHC Approval, from all Governmental Entities that may be or become necessary for its execution and delivery of the Purchase Agreement and the performance of its obligations under the Purchase Agreement and maintaining such Authorizations so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the Outside Date in respect of the Competition Act Approval); (viii) each Party using commercially reasonable efforts to implement the Transaction Steps applicable to it (or any applicable subsidiaries) at the time and in the manner outlined in the Purchase Agreement; and (ix) each Party acting reasonably and in good faith to negotiate and formalize arrangements for the provision of certain property management and other business, operational, human resource and related services in respect of the Devcore Properties, on the terms outlined in the Purchase Agreement.

Conduct of the Company’s Business Prior to Closing

The Company covenants and agrees that, during the Interim Period, except: (i) with the prior written consent of the Sellers (not to be unreasonably withheld); (ii) as required by the Purchase Agreement (including all actions contemplated by the Transaction Steps); (iii) as required by Law; or (iv) as expressly contemplated by the NexLiving Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with Laws and the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, employees, goodwill and business relationships with Tenants, suppliers and other Persons with which the Company or any of its Subsidiaries has material business relations, provided however that nothing in the Purchase Agreement shall be construed to prohibit the Company from selling any NexLiving Property (provided that any such acquisitions that would constitute an Acquisition Proposal shall be subject to the provisions of Article 10 of the Purchase Agreement).

The Company also covenants and agrees, during the Interim Period, except with the prior written consent of the Sellers (not to be unreasonably withheld), it shall not issue Shares (or securities convertible or exercisable for Shares), except on exercise of incentive securities disclosed in the Purchase Agreement.

Conduct of Devcore’s Business Prior to Closing

The Sellers covenant and agree that, during the Interim Period, except: (i) with the prior written consent of the Company (not to be unreasonably withheld); (ii) as required by the Purchase Agreement including all actions contemplated by the Transaction Steps; (iii) as required by Law; or (iv) as expressly contemplated by the Devcore Disclosure Letter, (x) the Sellers shall operate the Purchased Assets, (y) the Sellers shall, and shall cause each of the Purchased Entities to conduct their business, in each case in the Ordinary Course and in accordance with Laws, and (z) the Sellers shall, and shall cause the Purchased Entities to, use commercially reasonable efforts to maintain and preserve their and their Subsidiaries’ business organization, properties (including the Devcore Properties), employees, goodwill and business relationships with Tenants, suppliers and other Persons with which the Sellers or any of their Subsidiaries have material business relations, and shall continue to operate and manage the Purchased Entities and the Purchased Assets as they have in the past and in a good and businesslike manner as would a prudent owner of comparable property and assets, including complying with the provisions of all existing Devcore Mortgages and all Devcore Leases, all Property Contracts and all Permitted Liens, maintaining insurance and paying all liabilities in the Ordinary Course.

The Sellers also covenant and agree that, during the Interim Period, except (i) with the prior written consent of the Company (not to be unreasonably withheld); (ii) as required by the Purchase Agreement

(including all actions contemplated by the Transaction Steps); (iii) as required by Law; or (iv) as expressly contemplated by the Devcore Disclosure Letter, each of the Sellers shall not, and shall not permit any of the Purchased Entities to, directly or indirectly:

(a) amend its Constating Documents;

(b) split, combine or reclassify any securities, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof), change the record date or payment date for any dividend or distribution, or amend the terms of any of its securities;
(c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any securities other than as required by their terms;
(d) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of any securities of Devcore or other equity or voting interests, or any options, warrants or similar rights exercisable or exchangeable for or convertible into securities of the Sellers;
(e) not carry out any capital improvements to the Devcore Properties, other than (i) in the Ordinary Course, and (ii) the ongoing construction being conducted in respect of portion of the RolandAudet Property;
(f) reorganize, restructure, merge, combine or amalgamate with any Person;
(g) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses;
(h) sell, license, lease, transfer or otherwise dispose of any of the Purchased Assets, other than in the Ordinary Course;
(i) grant any Lien against any Devcore Property or any of the Purchased Assets that is not a Permitted Lien;
(j) amend any of the terms of the Devcore Mortgages;
(k) make any expenditures (including any capital expenditure or leasing expenditure) with respect to the Purchased Entities or the Purchased Assets, other than in the Ordinary Course and expenditures incurred in connection with the Transaction;
(l) initiate any redevelopment or rezoning of any Devcore Property or any material alteration or construction of any Devcore Property, other than the ongoing construction being conducted in respect of portion of the Roland-Audet Property;
(m) incur, create, assume or otherwise become liable for any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities, in each case affecting the Purchased Entities or the Purchased Assets;
(n) prepay any long-term indebtedness before its scheduled maturity;
(o) make any loan or advance to, or make any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person;
(p) enter into any interest rate, currency, equity or commodity swaps, derivatives or similar financial instruments other than in the Ordinary Course;

(q) make any material change in methods of accounting, except as required by changes in GAAP (or any interpretation thereof) or Law;
(r) except as required by Law or by the terms of the existing Devcore Employee Plans or as set out in the Devcore Disclosure Letter, (i) adopt or enter into any Devcore Employee Plan or amend any Devcore Employee Plan in any material manner, (ii) pay any benefit to any director or officer, other than in the Ordinary Course, to any other employee or independent contractor of Devcore or its Subsidiaries, (iii) grant, accelerate, increase, waive any condition or otherwise amend any payment, award or other benefit payable to, or for the benefit of, any director or officer of Devcore or any of its Subsidiaries or, other than in the Ordinary Course, for any other employee or independent contractor of Devcore or its Subsidiaries, (iv) increase any severance, change of control or termination pay to (or amend any existing arrangement in relation thereto with) any director, trustee, officer or employee of Devcore or any of its Subsidiaries, or (v) take or propose any action to effect any of the foregoing;
(s) compromise or settle any litigation, proceeding or governmental investigation relating to the assets or the business of a Purchased Entity, or the Purchased Assets;
(t) terminate or amend any Assumed Property Contract or Devcore Lease or enter into any contract or agreement that would be an Assumed Property Contract or a Devcore Lease, in each case, other than in the Ordinary Course;
(u) agree to any limitation or restriction on the right of the Purchased Entities, any of their Subsidiaries or any of their respective affiliates to engage in any activity or business or to acquire any property or to sell any property or interest therein, nor grant any third party any right to acquire any Devcore Property or interest therein, other than pursuant to the Devcore Mortgages;
(v) (i) make any election relating to Taxes, annual Tax accounting period or method of Tax accounting, (ii) settle (or offer to settle) any Tax claim, audit, proceeding or re-assessment, (iii) file any amended Tax Return, (iv) enter into any agreement with a Governmental Entity with respect to Taxes, (v) surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, or (vi) amend or change any of its methods for reporting income, deductions or accounting for income tax purposes, in each case that would reasonably be expected to be material to a Purchased Entity;
(w) adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of the Sellers or any Purchased Entity;
(x) except as contemplated herein, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of the Sellers and their Subsidiaries in effect on the Acceptance Date with respect to the Purchased Entities or Purchased Assets unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and reinsurance companies of nationally recognized standing having comparable deductibles and providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;
(y) knowingly take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or which would reasonably be expected to cause any Governmental Entity to institute any proceedings for the suspension, revocation or limitation of rights under, any material Authorizations necessary to operate the Purchased Assets or the Purchased Entities as currently operated, or fail to prosecute with commercially reasonable diligence any pending applications to any Governmental Entities for material Authorizations;

(z) enter into or amend any Contract with any broker, finder or investment bank with respect to the Purchased Entities or the Purchased Assets; or
(aa) agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

Non-Solicitation Covenant

The Purchase Agreement provides that, except in accordance with such agreement, the Company and its Subsidiaries shall not, directly or indirectly, through any trustee, officer, director, employee, representative (including any financial or other adviser) or agent of the Company or of any of its Subsidiaries (collectively, “ Representatives ”), or otherwise, and shall not permit any such Person to:

(a) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(b) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Sellers and their affiliates) regarding any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided that the Company may (A) advise any Person of the restrictions of the Purchase Agreement, and (B) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute, or is not reasonably expected to constitute or lead to, a Superior Proposal;
(c) make a Change in Recommendation; or
(d) accept, approve, endorse, recommend or enter into, or publicly propose to accept, endorse or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking providing for any Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with the Purchase Agreement).

The Purchase Agreement further provides that the Company shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the Acceptance Date with any Person (other than the Sellers and their Subsidiaries) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Company shall (a) discontinue access to and disclosure of all information, including the NexLiving Data Room and any confidential information, properties, facilities, books and records of the Company or any of its Subsidiaries; and (b) within two Business Days of the date of Acceptance Date, request, and exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any Person other than the Sellers relating to any potential Acquisition Proposal, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

Pursuant to the Purchase Agreement, the Company further represents and warrants that neither the Company nor any of its Subsidiaries has waived any confidentiality, standstill, use, business purpose or similar agreement or restriction to which the Company or any of its Subsidiaries is a party, and covenants and agrees that (i) the Company shall take all necessary action to enforce each confidentiality, standstill, use, business purpose or similar agreement or restriction to which the Company or any of its Subsidiaries is a party, and (ii) neither the Company nor any of its Subsidiaries nor any of their respective Representatives will, without the prior written consent of the Sellers (which may be withheld or delayed in

sole and absolute discretion), release any Person from, or terminate, waive (including by way of consent), amend, suspend or otherwise modify such Person’s obligations respecting the Company or any of its Subsidiaries, under any confidentiality, standstill, use, business purpose or similar agreement or restriction to which the Company or any of its Subsidiaries is a party, it being acknowledged and agreed that the automatic termination of any standstill provisions of any such agreement or restriction as a result of entering into an announcement of the Purchase Agreement by the Company pursuant to the express terms of any such agreement or restriction, shall not be a violation of the Purchase Agreement.

The Purchase Agreement further provides that the Company shall promptly (and, in any event, on the next Business Day following receipt of any proposal, inquiry, offer or request) notify the Sellers, at first orally and then in writing, of any proposal, inquiry, offer or request (or any amendment thereto) that constitutes or could reasonably be expected to lead to or constituting an Acquisition Proposal or any amendment thereof, or any request for discussions or negotiations that could reasonably be expected to lead to an Acquisition Proposal, and/or any request for copies of, access to, or disclosure of non-public information (other than in the Ordinary Course) relating to the Company or any of its Subsidiaries, for access to properties, books and records or a list of securityholders of the Company of which the Company’s directors, officers or other executives are or become aware, or any amendments to the foregoing. Such notice shall include a description of the terms and conditions of any proposal, inquiry, offer or request (including any amendment thereto) to the extent known and shall include copies (with the identities of the persons making such proposal, inquiry, correspondence, offer or request redacted) of any such proposal, inquiry, correspondence, offer or request or any amendment to any of the foregoing, if in writing or electronic form and, if not in writing or electronic form, a description of the terms of such correspondence, sent to the Company by or on behalf of the person making such Acquisition Proposal. The Company shall thereafter provide such other details of the proposal, inquiry, offer or request, or any amendment to the foregoing, as the Sellers may reasonably request. The Company shall keep the Sellers informed on a prompt basis of the status of material developments and negotiations with respect to any Acquisition Proposal, inquiry, offer or request, including any change to the price offered or any other material terms, of any such proposal, inquiry, offer or request, or any amendment to the foregoing, and will respond promptly to all inquiries by the Sellers with respect thereto.

Responding to an Acquisition Proposal

If, at any time prior to obtaining the Required Approval, the Company receives an unsolicited written bona fide Acquisition Proposal, the Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company or its Subsidiaries if:

(a) the Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal, and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties;
(b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Company or its Subsidiaries;
(c) the Company has been, and continues to be, in compliance with its obligations under the Purchase Agreement;
(d) the Company enters into a confidentiality and standstill agreement with such Person on terms no less favourable to the Company than those in the Confidentiality Agreement; and
(e) the Company promptly provides the Sellers with:

(i) prior written notice from the Company and the Board stating: (a) the Company’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure of confidential information; (b) the determination of the Board that such Acquisition Proposal, inquiry, offer or request constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; and (c) the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal, inquiry, offer or request, if applicable (the “ Superior Proposal Notice ”);
(ii) prior to providing any such copies, access or disclosure of confidential information, a true, complete and final executed copy of the confidentiality and standstill agreement; and
(iii) any non-public information concerning the Company and its Subsidiaries provided to such other Person which was not previously provided to the Sellers.

Right to Match

If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Approval, the Board may enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(a) the Person making the Superior Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Company or its Subsidiaries;
(b) the Company has been, and continues to be, in compliance with its obligations under the Purchase Agreement;
(c) the Company has delivered to the Sellers a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into a definitive agreement with respect to such Superior Proposal, together with a Superior Proposal Notice;
(d) the Company and its Representatives have provided to the Sellers a copy of the proposed definitive agreement with respect to the Superior Proposal (including any financing commitments or other documents in possession of the Company or its Representatives containing material terms and conditions of such Superior Proposal);
(e) at least ten Business Days (the “ Right to Match Period ”) have elapsed from the date that is the later of the date on which the Company received the Superior Proposal Notice and the date on which the Sellers received a copy of the proposed definitive agreement with respect to the Superior Proposal from the Company;
(f) during any Right to Match Period, the Sellers have had the opportunity (but not the obligation), in accordance with the Purchase Agreement to offer to amend the Purchase Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal; and
(g) prior to or concurrently with entering into such definitive agreement the Company terminates the Purchase Agreement and pays the Termination Fee in accordance with the terms of the Purchase Agreement.

During the Right to Match Period, or such longer period as the Company may approve in writing for such purpose: (a) the Board shall review in good faith any offer made by the Sellers under the Purchase Agreement to amend the terms of the Purchase Agreement in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal

ceasing to be a Superior Proposal; and (b) the Company shall, and shall cause its Representatives to, negotiate in good faith with the Sellers to make such amendments to the terms of the Purchase Agreement as would enable the Sellers to proceed with the transactions contemplated by the Purchase Agreement on such amended terms. If the Board determines, in good faith after consultation with its outside legal and financial advisors, that such Acquisition Proposal would cease to be a Superior Proposal, then the Company shall promptly so advise the Sellers, and the Company and the Sellers shall amend the Purchase Agreement to reflect such offer made by the Sellers, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. Nothing contained in the relevant sections of the Purchase Agreement pertaining to the right to match, or elsewhere in the Purchase Agreement shall prevent the Company or its directors, directly or indirectly through their respective Representatives, from making any disclosure to the Shareholders if they determine in good faith, after consultation with outside legal counsel, that the failure to make such disclosure would be inconsistent with the directors’ duties under applicable Law or is required by applicable Law.

Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of the Purchase Agreement, and the Sellers shall be afforded a new five-Business-Day Right to Match Period from the later of the date on which the Sellers received the Superior Proposal Notice and a copy of the proposed definitive agreement for the new Superior Proposal from the Company.

If the Company provides a Superior Proposal Notice to the Sellers on a date that is less than ten Business Days before the date of the Meeting, the Company shall either proceed with or shall postpone or adjourn the Meeting to a date that is not more than ten Business Days after the scheduled date of the Meeting, but in any event the Meeting shall not be postponed to a date which would prevent the Closing Date from occurring on or prior to the Outside Date.

The Purchase Agreement does not prevent the Company’s directors from complying with Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or from calling and/or holding a meeting of its Shareholders requisitioned by its Shareholders or from taking any other action to the extent ordered or otherwise mandated by a Governmental Entity.

The Board will promptly reaffirm (without reservation) the Board Recommendation by press release after: (i) any Acquisition Proposal is publicly announced or made to Shareholders and the Board determines it is not a Superior Proposal; (ii) the Board determines that a proposed amendment to the terms of the Purchase Agreement as contemplated by the right to match provisions would result in a previouslyannounced Acquisition Proposal no longer being a Superior Proposal, and the Company and the Sellers have so amended the terms of this Agreement, and/or (iii) the request of the Sellers. The Sellers will be given a reasonable opportunity to review and comment on the form and content of any such press release.

Conditions

The Purchase Agreement contains, among others, certain customary conditions to the completion of the Transaction in favour of each of the Company and Sellers, including:

(a) the Required Approval shall have been obtained at the Meeting in accordance with the Company’s Constating Documents and Law;
(b) no Law is in effect that makes consummation of the Transaction illegal or otherwise prohibits or enjoins the Company and/or its Subsidiaries or the Sellers and/or their Subsidiaries from consummating the Transaction or the other transactions contemplated by the Purchase Agreement;

(c) there is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person other than the Parties hereto or their affiliates) pending or threatened in any jurisdiction that is reasonably likely to enjoin or prohibit the Transaction or the other transactions contemplated by the Purchase Agreement;
(d) the Stock Exchange Approval shall have been obtained, subject only to customary conditions;
(e) the Competition Act Approval shall have been obtained;
(f) the Mortgage Assumption Condition shall have been satisfied or waived by the Sellers and the Company; and
(g) the Transaction Steps shall have been completed in accordance with the terms hereof.

The Purchase Agreement contains certain customary conditions to the completion of the Transaction for the sole benefit of the Company, including, but not limited to:

(a) conditions related to covenants to be performed by the Sellers and the correctness of representations and warranties provided by the Sellers;
(b) since the Acceptance Date, there will not have occurred and be continuing a Devcore Material Adverse Effect;
(c) the Company shall have received written consents to the transactions contemplated by the Purchase Agreement;
(d) the Sellers shall deliver or cause to be delivered to the Company the following in form and substance satisfactory to the Company, acting reasonably:
(i) certificates representing the Purchased Securities duly endorsed in blank for transfer, or accompanied by irrevocable stock transfer powers of attorney duly executed in blank, in either case by the holders of record;
(ii) notices to Tenants advising of the sale of the Purchased Assets and directing that all rents payable after Closing be paid to the Company or as the Company directs;
(iii)
the duly executed Investor Rights Agreement;
(iv) registrable discharges of all Liens registered in the applicable Land Registry Office that are not Permitted Liens;
(v) all keys and other access devices to the Buildings (to be left at the management office of the applicable Property);
(vi) executed copies of all Leases and all Assumed Property Contracts, together with all files and correspondence with respect to them, and all originals of them to the extent in the possession of the Sellers (to be left at the management office at the applicable Property);
(vii) all post-dated cheques in the Sellers’ possession previously received from Tenants on account of rent instalments endorsed without recourse in favour of the Company or as the Company directs;
(viii) all mortgage assumption documentation required in connection with the Devcore Mortgages to be assumed by the Purchased Entities as part of the Pre-Closing Reorganization, and on Closing in relation to the Transaction;

(ix) a certificate signed by each of the Sellers, addressed to the Company and the Company’s title insurer declaring such matters as may be reasonably required by the Company’s title insurer; and
(x) the reliance letters contemplated by the Purchase Agreement.

The Purchase Agreement contains certain customary conditions to the completion of the Transaction for the sole benefit of the Sellers, including, but not limited to:

(a) conditions related to covenants to be performed by the Company and the correctness of representations and warranties provided by the Company;
(b) since the Acceptance Date, there shall not have occurred and be continuing a NexLiving Material Adverse Effect;
(c) the Sellers shall have received written consents to the transactions contemplated by the Purchase Agreement; and
(d) the Company shall deliver or cause to be delivered to the Sellers the following in form and substance satisfactory to the Sellers acting reasonably:
(i) evidence of the issuance of the Consideration Shares;
(ii) resignations from, and mutual releases for each of the directors of the Company, effective as at the Closing;
(iii) the duly executed Investor Rights Agreement; and
(iv) all mortgage assumption documentation required in connection with the Devcore Mortgages to be assumed by the Purchased Entities as part of the Pre-Closing Reorganization, and on Closing in relation to the Transaction, including, to the extent applicable, the Mortgage Indemnity.

Termination of the Purchase Agreement

The Purchase Agreement may be terminated prior to Closing by:

(a) the mutual written agreement of the Sellers and the Company; or
(b) either the Sellers or the Company if:
(i) the Closing does not occur on or prior to the Outside Date, provided that a Party may not terminate the Purchase Agreement pursuant to the Purchase Agreement if the failure of the Closing to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure by such Party or any of its Subsidiaries to perform any of their respective covenants or agreements under the Purchase Agreement or any Ancillary Agreement; or
(ii) after the Acceptance Date, any Law is enacted, made or enforced (or any Law is amended) that makes the consummation of any of the transactions contemplated by the Purchase Agreement or any Ancillary Agreement illegal or otherwise prohibited or enjoins or prohibits the consummation of any of the transactions contemplated by the Purchase Agreement or any Ancillary Agreement and such Law (if applicable) or enjoinment or prohibition shall have become final and non-appealable, provided the Party seeking to terminate the Purchase Agreement pursuant to the Purchase Agreement has used its

commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of any of the transactions contemplated by the Purchase Agreement and provided further that the enactment, making, enforcement or amendment of such Law was not primarily due to the fault of such Party to perform any of is covenants or agreements under the Purchase Agreement; or

(iii) the Required Approval is not obtained at the Meeting in accordance with the Company’s Constating Documents, Law and the rules and policies of the TSX-V; or
(iv) the non-fulfillment of any of the conditions set forth in the Purchase Agreement that have not been waived by the applicable Party; or
(c) the Sellers if:
(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company or any of its Subsidiaries under the Purchase Agreement occurs that would cause any condition specified in the Purchase Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date in accordance with the terms of the Purchase Agreement; provided that the Sellers or their applicable Subsidiaries are not then in breach of the Purchase Agreement so as to cause any condition specified in the Purchase Agreement not to be satisfied; or
(ii) the Board or any committee of the Board: (A) fails to unanimously recommend (with interested members of the Board abstaining) or withdraws, amends, modifies, withholds or qualifies, or publicly proposes or states an intention to withdraw, amend, modify, withhold or qualify, the Board Recommendation; (B) accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or a neutral position, in each case with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five Business Days (or beyond the third Business Day prior to the date of the Meeting, if sooner); (C) accepts, approves, endorses, recommends or executes or enters into (other than a confidentiality and standstill agreement permitted by and in accordance with the Purchase Agreement) or publicly proposes to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; (D) fails to publicly reaffirm the Board Recommendation (without qualification) within five Business Days after having been requested in writing by the Sellers to do so; (E) publicly announces the intention or resolve to do any of the foregoing (collectively, a “ Change in Recommendation ”); or (F) the Company breaches the Purchase Agreement in any material respect; or
(iii) since the Acceptance Date, there has occurred a NexLiving Material Adverse Effect; or
(d) the Company if:
(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Sellers or any of their applicable Subsidiaries under the Purchase Agreement occurs that would cause any condition specified in the Purchase Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date in accordance with the terms of the Purchase Agreement; provided that the Company or its Subsidiaries are not then in breach of the Purchase Agreement so as to cause any condition specified in the Purchase Agreement not to be satisfied; or

(ii) prior to receipt of the Required Approval, the Board authorizes the Company to enter into a written agreement (other than a confidentiality agreement permitted by and in accordance with the Purchase Agreement) with respect to a Superior Proposal, provided the Company is then in compliance with the Purchase Agreement and that prior to or concurrent with such termination the Company pays the Termination Fee to the Sellers in accordance with the Purchase Agreement; or
(iii) since the Acceptance Date, there has occurred and is continuing a Devcore Material Adverse Effect.

The Party desiring to terminate the Purchase Agreement pursuant to the Purchase Agreement (other than as specified therein) shall give written notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

Termination Fee

Pursuant to the Purchase Agreement, the Termination Fee of $1,500,000 shall be paid by the Company to the Sellers if the Purchase Agreement is terminated as follows (each of the following being a “ Termination Fee Event ”):

(a) by the Sellers, pursuant to Section 13.1(1)(c)(ii) [ Change in Recommendation or Breach of NonSolicitation Provisions ] of the Purchase Agreement;
(b) by the Company, pursuant to Section 13.1(1)(d)(ii) [ To enter into a Superior Proposal ] of the Purchase Agreement; or
(c) by the Company or the Sellers pursuant to Section 13.1(1)(b)(iii) [ Failure of NexLiving Shareholders to Approve ] or Section 13.1(1)(b)(i) [ Closing not prior to Outside Date ] or by the Sellers pursuant to Section 13.1(1)(c)(i) [ Breach of Reps and Warranties or Covenants by NexLiving ] of the Purchase Agreement if;
(i) prior to such termination, an Acquisition Proposal is made or publicly announced or otherwise publicly disclosed by any Person (other than by the Sellers) or any Person (other than the Sellers) shall have publicly announced an intention to make an Acquisition Proposal; and
(ii) within six months following the date of such termination, (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated, or (B) the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within six months after such termination).

For purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1 of the Purchase Agreement, except that references to “20% or more” shall be deemed to be references to “50% or more”.

The Company agrees that if the Purchase Agreement shall be terminated by either the Company or the Sellers pursuant to Section 13.1(1)(b)(iii) [ Failure of NexLiving Shareholders to Approve ] or by the Sellers pursuant Section 13.1(1)(c)(i) [ Breach of Reps and Warranties or Covenants by NexLiving ], then the Company shall, within three Business Days of termination, reimburse the Sellers for all reasonable and documented out-of-pocket costs and expenses (up to a maximum of $750,000) incurred by the Sellers prior to the termination of the Purchase Agreement in accordance therewith, including reasonable fees of counsel, financial advisors, accountants and consultants.

Notwithstanding the foregoing, the Company is not required to pay the Termination Fee where the Purchase Agreement is terminated by the Company for the Sellers’ failure to fulfill the Mortgage Assumption Condition or by the Company pursuant to its termination rights as listed above.

Expenses

Except as expressly otherwise provided in the Purchase Agreement, all out-of-pocket third party transaction expenses incurred in connection with the Purchase Agreement and the Transaction and the other transactions contemplated hereunder, shall be paid by the Party incurring such expenses, whether or not the Transaction is consummated.

If the Transaction is consummated:

(a) the Company will reimburse to the Sellers up to $750,000, inclusive of all applicable taxes, in reasonable, documented transaction expenses incurred by the Sellers in connection with the Transaction; and
(b) the Company will reimburse to the Sellers’ investment bankers up to $750,000, which may, at the Company’s option, be satisfied by the issuance of 400,000 Shares (as adjusted for stock splits, stock consolidations, stock dividends and similar adjustments to the Company’s share capital).

Guarantees

Each of the Sellers and the Company has unconditionally and irrevocably guaranteed in favour of the other the due and punctual performance by its Subsidiaries (which are Subsidiaries of the applicable Party immediately prior to the Closing) of their respective obligations under the Purchase Agreement. Each of the Sellers and the Company has agreed that the other shall not have to proceed first against the applicable Subsidiary in respect of any such matter before exercising its rights under the guarantee against the Sellers or the Company, as applicable, and has agreed to be liable for all guaranteed obligations as if it were the principal obligor of such obligations.

Indemnification

The Purchase Agreement contains indemnification provisions. Subject to the limitations set forth in the Purchase Agreement, each of the Sellers, individually and not jointly and severally, shall indemnify and save the Company and its Subsidiaries, including after the Closing the Purchased Entities, harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to:

(a) any breach or inaccuracy of any representation or warranty given by such Seller contained in the Purchase Agreement, any Ancillary Agreement, or the associated certificate to be delivered pursuant to the Purchase Agreement;
(b) any failure of such Seller to transfer legal and beneficial ownership of the Purchased Assets to the Purchased Entities free and clear of all Liens except for Permitted Liens pursuant to the PreClosing Reorganization;
(c) any failure of such Seller to perform or fulfil any of its covenants or obligations under the Purchase Agreement or any Ancillary Agreement;
(d) any Excluded Liabilities; or
(e) any liabilities or obligations of the Purchased Entities for Taxes in connection with any period ending on or before the Closing Date or in respect of the pre-Closing portion of a Straddle Period,

other than Taxes related to the Pre-Closing Reorganization and except to the extent adjusted for in accordance with the adjustment provisions of the Purchase Agreement.

With respect to the foregoing indemnities, for purposes (i) determining whether there has been a breach or inaccuracy of any representation or warranty, and (ii) calculating the amount of any Damages that are the subject matter of a claim for indemnification, any reference to “materiality”, “material adverse effect”, or other similar qualification or limitation that is contained in or is otherwise applicable to such representation or warranty or claim for indemnification will be disregarded.

Subject to the limitations set forth in the Purchase Agreement, the Company shall indemnify and save the Sellers harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to:

(a) any breach or inaccuracy of any representation or warranty given by the Company contained in the Purchase Agreement, any Ancillary Agreement, or the associated certificate to be delivered pursuant to the Purchase Agreement;
(b) any failure of the Company to perform or fulfil any of its covenants or obligations under the Purchase Agreement or any Ancillary Agreement; or
(c) any Assumed Liabilities.

These indemnification obligations are subject to certain limitations. The Sellers shall have no obligation to make any payment for Damages for indemnification or otherwise until the total of all Damages with respect to such matters exceeds $1,000,000. Once the total of all Damages with respect to such matters exceeds $1,000,000, the Sellers shall be fully liable for all such Damages, both below and above the threshold amount, up to a maximum for all such matters, in the aggregate, of the lesser of: (a) the value of 10% of the Consideration Shares, calculated based on the 20-day VWAP as of the date of such claim, and (b) $3,000,000. The foregoing limitations do not apply to indemnification obligations related to or based on (i) a breach of the representations and warranties set out in the Seller Fundamental and Tax Representations; (ii) (b), (c), (d) or (e) in the Sellers’ indemnification obligations above; (iii) fraud or fraudulent misrepresentation; or (iv) any intentional breach by the Sellers of any covenant or obligation under the Purchase Agreement; provided that with respect to (x) a breach of the representations and warranties set out in the Seller Fundamental and Tax Representations, and (y) (b) and (e) in the Sellers’ indemnification obligations above, the Sellers shall be liable for any such Damages, up to a maximum for all such matters, in the aggregate, of the lesser of: (A) the value of 100% of the Consideration Shares, calculated based on the 20-day VWAP as of the date of such claim, and (B) $30,000,000.

The Company shall have no obligation to make any payment for Damages for indemnification or otherwise until the total of all Damages with respect to such matters exceeds $1,000,000. Once the total of all Damages with respect to such matters exceeds $1,000,000, NexLiving shall be fully liable for all such Damages, both below and above the threshold amount, up to a maximum of $3,000,000. The foregoing does not apply to indemnification obligations related to or based on (i) a breach of the representations and warranties set out in the Seller Fundamental and Tax Representations, (ii) (b) and (c) in the Company’s indemnification obligations above, (iii) fraud or fraudulent misrepresentation, or (iv) any intentional breach by the Company of any covenant or obligation under the Purchase Agreement.

Investor Rights Agreement

The following is a summary of the material attributes and characteristics of the Investor Rights Agreement, which is to be entered into by the parties at Closing. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the terms of the Investor Rights Agreement, the form of which is attached as Exhibit I to the Purchase Agreement that has been filed with the Canadian securities regulatory authorities and is available on SEDAR+ at www.sedarplus.ca. A

Shareholder should refer to the form of Investor Rights Agreement for a full description of the terms and conditions of such agreement.

On Closing, 898, Devcore, Jean-Pierre Poulin and Jeff York (collectively, the “ Investor ”) and the Company will enter into the Investor Rights Agreement, setting out the Investor’s rights as a significant Shareholder of the Company. Pursuant to the Investor Rights Agreement, the Investor shall be granted, among other things, the rights outlined below.

Board Nomination Rights

Pursuant to and subject to the terms of the Investor Rights Agreement, in respect of any Director Election Meeting, for so long as the Investor and any Permitted Transferees beneficially own Shares equal to:

(a) no less than 15% and less than 30% of the issued and outstanding Shares (on a nondiluted basis) at the time such nomination is delivered in accordance with the Investor Rights Agreement, 898 shall be entitled to designate one Nominee;
(b) no less than 30% and less than 35% of the issued and outstanding Shares (on a nondiluted basis) at the time such nomination is delivered in accordance with the Investor Rights Agreement, 898 shall be entitled to designate two Nominees; and
(c) no less than 35% of the issued and outstanding Shares (on a non-diluted basis) at the time such nomination is delivered in accordance with the Investor Rights Agreement, 898 shall be entitled to designate three Nominees and provided that Jeff York is a Director, the Investor shall have the right to designate Jeff York to serve as Chairman of the Board.

Upon Closing of the Transaction, the Board shall consist of Jeff York as Chairman, Richard Turner as Vice Chairman, Stavro Stathonikos, Michael Anaka, Bill Hennessey, Jean-Pierre Poulin and Francis Pomerleau, of whom Jeff York, Jean-Pierre Poulin and Francis Pomerleau are 898’s Nominees pursuant to the foregoing.

In addition, for so long as the Investor and any Permitted Transferees beneficially own Shares equal to no less than 35% of the issued and outstanding Shares (on a non-diluted basis), 898 shall, subject to applicable Securities Laws and the rules of any stock exchange where the Shares are listed, have the right to designate at least one Director to sit on each committee of the Board as may be constituted from time to time. Notwithstanding the foregoing, the right to designate a Director to serve on a committee shall not apply to a committee that has been established, in whole or in part, to manage a conflict of interest relating to the Investor, or any of their Permitted Transferees or affiliates.

Registration Rights

Pursuant to and subject to certain limitations set forth in the Investor Rights Agreement, upon the written request (the “ Demand Notice ”) of the Investor, made from time to time so long as the Investor and any Permitted Transferees beneficially own, directly or indirectly, in the aggregate, not less than 10% of the issued and outstanding Shares (on a non-diluted basis), the Company will, subject to applicable Securities Laws and stock exchange requirements, use commercially reasonable efforts to file one or more Prospectuses and take such other reasonable steps as may be necessary to effect a Distribution in Canada of all or any portion of the Registrable Shares requested by the Investor (the “ Qualifying Shares ”), plus any other Shares to be included in such Distribution pursuant to the Purchase Agreement (a “ Demand Registration ”). The Company and the Investor shall cooperate in a timely manner in connection with any Demand Registration and in accordance with the procedures set forth in Schedule A of the Investor Rights Agreement in connection with each such Demand Registration. The foregoing obligations may be satisfied by the Company, in its sole discretion, through the use of a Shelf Prospectus and the applicable shelf prospectus supplement(s) (as defined in National Instrument 44-102 – Shelf

Distributions). If any other equityholder of the Company delivers a notice to the Company for a Demand Registration of Shares held by such equityholder, the Investor may not include securities in such Demand Registration without the prior written consent of such other equityholder of the Company.

The Investor will be entitled to request not more than two Demand Registrations in any 18-month period and each request for a Demand Registration must relate to a Distribution of Qualifying Shares that would reasonably be expected to result in gross proceeds of not less than $15 million. Further, the Company shall not be obligated to effect a Demand Registration within 18 months of the date of the Investor Rights Agreement.

The Company shall be entitled to qualify for Distribution authorized but unissued Shares under any Prospectus, or supplement to a Shelf Prospectus, filed in connection with a Demand Registration; provided that, if the lead underwriter or underwriters advise the Investor and the Company in writing that, in their good faith opinion, the inclusion of the Shares to be Distributed by the Company in the Distribution should be limited (i) due to market conditions, or (ii) because the number of Shares proposed to be Distributed is likely to have an adverse effect on the successful marketing of the Distribution (including the price range acceptable to the Investor), then the maximum number of Shares that the lead underwriter or underwriters advise should be Distributed will be allocated as follows: (x) first, to the number of Registrable Shares the Investor (or their Permitted Transferees) requested to be included in such Demand Registration; and (y) second, to the number of Shares to be Distributed by the Company, if any, that may be accommodated in such Distribution based on the written advice of the lead underwriter or underwriters.

All Distribution Expenses incurred in respect of a Demand Registration shall be borne by the Company, provided that the Company shall not be required to pay for any Distribution Expenses if the Demand Registration has been subsequently withdrawn at the request of the Investor (in which case the Investor shall bear the Distribution Expenses in connection with the withdrawn Demand Registration). Notwithstanding the foregoing, each party will bear the fees and expenses of its own external legal counsel.

Piggy-Back Registration Rights

Subject to certain conditions contained in the Investor Rights Agreement, if the Company proposes to make a Distribution, the Company will give the Investor written notice thereof as soon as practicable (and in any event no less than three Business Days if such Distribution is not to be effected as a Bought Deal) before the anticipated filing date of the Prospectus in respect of the proposed Distribution (or (x) in the case of a Bought Deal, no less than one Business Day before the launch thereof or (y) in the case of an offering off a Shelf Prospectus, no less than one Business Day before the pricing thereof) (the “ PiggyBack Notice ”) provided that at such time, the Investor and any Permitted Transferees beneficially own, directly or indirectly, in the aggregate, not less than 10% of the issued and outstanding Shares (on a nondiluted basis).

Upon the written request of the Investor delivered within three Business Days after receipt of the PiggyBack Notice by the Company (provided that if such Distribution is to be effected as a Bought Deal, the Investor shall respond within 24 hours), the Company will, subject to applicable Securities Laws, use commercially reasonable efforts to, in conjunction with the proposed Distribution, cause to be qualified in such Distribution all of the Registrable Shares that the Investor has requested (the “ Piggy-Back Shares ”) to be included in such Distribution (a “ Piggy-Back Registration ”) in accordance with the procedures set forth in the Investor Rights Agreement; provided, however, if the lead underwriter or underwriters advise the Company in writing that, in their good faith opinion, the inclusion of the Piggy-Back Shares in the Distribution should be limited (i) due to market conditions, or (ii) because the number of Piggy-Back Shares proposed to be Distributed is likely to have an adverse effect on the successful marketing of the Distribution (including the price range acceptable to the Company), then the maximum number of Shares that the lead underwriter or underwriters advise should be Distributed will be allocated as follows: (x) first, to the number of Shares that the Company proposed to Distribute; and (y) second, to the number of

Piggy-Back Shares, if any, that may be accommodated in such Distribution based on the written advice of the lead underwriter or underwriters.

All Distribution Expenses incurred in respect of a Piggy-Back Registration shall be borne by the Company, provided that if a Distribution in connection with a Piggy-Back Registration is not completed as a result of a default by the Investor under the Investor Rights Agreement or under an underwriting agreement, agency agreement or other enforceable agreement with the underwriters in respect of the Distribution, all Distribution Expenses shall be borne by the Investor. Notwithstanding the foregoing, each party will bear the fees and expenses of its own external legal counsel.

Pre-Emptive Rights

For so long as the Investor and any Permitted Transferees beneficially own, directly or indirectly, an aggregate number of Shares equal to at least 15% of the issued and outstanding Shares (on a nondiluted basis), subject to Excluded Issuances (as defined below), in the event of any issuance of any Shares or Convertible Securities and, for greater certainty, including any issuance of Shares on the exercise of an Over-Allotment Option (collectively, “ Pre-Emptive Right Securities ”) (any such issuance, a “ Subsequent Offering ”), the Investor shall have the right (the “ Pre-Emptive Right ”) to subscribe for and acquire, on the same terms and conditions, including as to purchase or exercise price, as applicable, of such Subsequent Offering:

(a) in the case of a Subsequent Offering of Shares, such number of Shares which would result in the Investor and any Permitted Transferees holding a percentage of issued and outstanding Shares (on a non-diluted basis) as is equal to the quotient, expressed as a percentage, determined by dividing (x) the Shares held by the Investor and its Permitted Transferees by (y) the number of issued and outstanding Shares (on a non-diluted basis), in each case immediately prior to the completion of the Subsequent Offering; and
(b) in the case of a Subsequent Offering of Convertible Securities, such number of Convertible Securities which would (assuming the conversion, exercise or exchange thereof of all of the Convertible Securities issued in connection with the Subsequent Offering and the Convertible Securities issuable pursuant to the Investor Rights Agreement) result in the Investor and any Permitted Transferees holding the percentage of issued and outstanding Shares (on a nondiluted basis but assuming the conversion, exercise or exchange thereof of all of the Convertible Securities issued in connection with the Subsequent Offering and the Convertible Securities issuable pursuant to the Investor Rights Agreement) as is equal to the quotient, expressed as a percentage, determined by dividing (x) the Shares held by the Investor and its Permitted Transferees by (y) the number of issued and outstanding Shares (on a non-diluted basis), in each case immediately prior to the completion of the Subsequent Offering,

in each case, for greater certainty, after giving effect to any Shares or Convertible Securities acquired by the Investor and any Permitted Transferee as part of the Subsequent Offering, other than pursuant to the exercise of the Pre-Emptive Right, if applicable. Pre-Emptive Right Securities will be offered by way of a separate private placement to the Investor to be completed in accordance with the Investor Rights Agreement, unless the Company and the Investor agree that the Investor will participate directly in the Subsequent Offering.

Pursuant to the Investor Rights Agreement, the pre-emptive rights will not apply to Shares or other securities issued in the following circumstances (each, an “ Excluded Issuance ”):

(a) in respect of the issuance, exercise or settlement of options, rights, deferred share units, restricted share units, performance share units or other securities or entitlements issued under security-based compensation arrangements of the Company and any issuance of Shares pursuant thereto, including any employee share purchase plan adopted by the Company and approved by its Shareholders (if applicable);

(b) to Shareholders in lieu of or as a reinvestment of cash distributions or dividends, including under any dividend re-investment plan or dividend re-investment and purchase plan adopted by the Company, or to Shareholders as an optional purchase pursuant to a dividend re-investment or dividend re-investment and purchase plan adopted by the Company;
(c) in connection with the exercise by a holder of a conversion, exchange or other similar right pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its Pre-Emptive Rights under the Investor Rights Agreement or in respect of which the Pre-Emptive Rights under the Investor Rights Agreement did not apply;
(d) pursuant to a Shareholders’ rights plan of the Company;
(e) to the Company or any wholly-owned Subsidiary thereof;
(f) in connection with a share split, stock dividend or any similar transaction or recapitalization involving the Shares (provided, for greater certainty, that the Investor shall be permitted to participate in any such event in its capacity as a Shareholder to the same extent as all other Shareholders);
(g) pursuant to the Transaction; and
(h) in connection with any direct or indirect acquisitions or business combination transactions involving the Company or its Subsidiaries as consideration to the former Shareholders or sellers of the acquired business or assets or to the management of the acquired business (any such acquisition or business combination transaction, together with the transactions in subsections (a) and (c) above, a “ Specified Dilutive Transaction ”);

in each case which have been approved by the Board, and in the case of subsection (h) above, also by the Investor in accordance with the terms hereof, if applicable.

Top-Up Rights

For so long as the Investor and any Permitted Transferees beneficially own, directly or indirectly, an aggregate number of Shares equal to at least 15% of the issued and outstanding Shares (on a nondiluted basis), subject to the terms of the Investor Rights Agreement, the Investor shall have the right (the “ Top-Up Right ”), in connection with the issuance of Shares pursuant to one or more Specified Dilutive Transactions, to subscribe for such number of Shares (the “ Top-Up Shares ”) that will allow the Investor (and any Permitted Transferees) to maintain a percentage ownership interest in the issued and outstanding Shares, after giving effect to the Specified Dilutive Transaction or Specified Dilutive Transactions, as applicable, referenced in the written notice to the Investor (a “ Top-Up Notice ”), that is the same as the percentage ownership interest that it (together with any Permitted Transferees) would have had but for the Specified Dilutive Transaction or Specified Dilutive Transactions, as applicable, referenced in the Top-Up Notice; provided, however, the Top-Up Right shall only be exercisable from time to time following the completion of one or more Specified Dilutive Transactions which, alone or in the aggregate, as applicable, result in the issuance of such number of Shares that exceeds 2% of the number of issued and outstanding Shares (on a non-diluted basis) immediately following the completion of the Transaction (the “ Top-Up Threshold ”).

If the Investor wishes to exercise the Top-Up Right, the Investor shall give written notice to the Company (the “ Top-Up Exercise Notice ”) of its intention to exercise such right and the number of Top-Up Shares that the Investor wishes to subscribe for and purchase pursuant to the Top-Up Right within five Business Days after the date of receipt of the Top-Up Notice (the “ Top-Up Notice Period ”), failing which the Investor will not be entitled to exercise the Top-Up Right as contemplated by the Top-Up Notice. Any TopUp Exercise Notice delivered by the Investor shall set forth the aggregate number of each class of securities of the Company beneficially owned, directly or indirectly, including any securities in respect of

which the Investor or any Permitted Transferees has entered into a Derivative Transaction, as of the date of such Top-Up Exercise Notice. The Investor and its Permitted Transferees may apportion such rights as among themselves in any manner they deem appropriate.

Information Rights

For so long as the Investor and any Permitted Transferees beneficially own directly or indirectly, an aggregate number of Shares equal to at least 15% of the issued and outstanding Shares (on a nondiluted basis), the Company shall furnish to the Investor financial or other information relating to the Company and reasonable access to the books, records, properties, employees and management of the Company and its Subsidiaries during normal business hours, upon reasonable advance notice, and without causing undue interference to the operation of the Company’s business in the ordinary course.

The Company shall permit and cause each of its Subsidiaries, if any, to permit the Investor and such persons as the Investor may designate, at the Investor’s expense, to visit and inspect any of the properties of the Company and its Subsidiaries, examine their books and take copies and extracts therefrom, discuss the affairs, finances and accounts of the Company and its Subsidiaries with their officers, employees and chartered professional accountants (and the Company authorizes said accountants to discuss with the Investor and such designees such affairs, finances and accounts), and consult with and advise the management of the Company and its Subsidiaries as to their affairs, finances and accounts, conditional on the Company being given at least five Business Days advance notice, all at reasonable times and upon reasonable notice during normal business hours. The foregoing shall be in addition to, and not in lieu of, the Investor’s rights under applicable law.

Standstill and Other Approval Matters

During the Standstill Period, subject to the terms of the Investor Rights Agreement, the Investor shall not, and the Investor shall cause their respective Permitted Transferees and affiliates not to, without the prior written consent of the Company:

(a) acquire or agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, amalgamation, consolidation, take-over bid, business combination or in any other manner, any Shares, securities or assets of the Company or its affiliates;
(b) solicit proxies of Shareholders of the Company, or seek to advise or influence any other Person with respect to the voting of any securities of the Company, or form, join or in any way participate in a proxy or proxy solicitation or dissident Shareholder group, in each case for any such purpose (other than in connection with the election of its Nominees);
(c) expect as specifically contemplated herein, otherwise act, alone or jointly or in concert with others, to seek to control or influence, in any manner, the management, Board or policies of the Company or its affiliates;
(d) take any actions, directly or indirectly, that question the validity or effectiveness of any shareholder rights plan, rights agreements or any other “poison pill” or other antitakeover arrangement of the Company (collectively, a “ Plan ”) or any securities that may be issued pursuant thereto, or seek to cause any Person, court or regulatory body to “cease trade” or otherwise restrict the operation of such a Plan;
(e) have any discussions or enter into any arrangements, understandings or agreements, whether written or oral, with, or advise, finance, aid, assist, encourage or act jointly or in concert with, any other Persons in connection with any of the foregoing; or
(f) make any public announcement with respect to or advise, assist, or encourage any person to take any action inconsistent with the foregoing, except as may be required by applicable law, regulatory authorities or stock exchanges.

Notwithstanding anything to the contrary, the Investor Rights Agreement shall not limit, restrict or prohibit (i) the acquisition of Pre-Emptive Right Securities or Top-Up Shares pursuant to the exercise of its PreEmptive Right or Top-Up Right, (ii) the receipt of securities in connection with a share split, stock dividend or any similar transaction or recapitalization involving securities of the Company held by the Investor or any Permitted Transferees and applicable to all holders of such securities, (iii) the acquisition of securities in connection with the exercise by the Investor or any Permitted Transferees of a conversion, exchange or other similar right pursuant to the terms of a Convertible Security acquired in accordance with the Investor Rights Agreement or with the prior written consent of the Company, (iv) the receipt of securities as a result of an Approved Acquisition Transaction, or (v) the acquisition of securities pursuant to a shareholders’ rights plan of the Company or a rights offering that is made by the Company to all holders of its Shares.

For the duration of the period beginning as of the date of the Investor Rights Agreement and ending as of the earlier of: (i) the date of the termination or expiry of the Standstill Period, and (ii) the date on which 898 is no longer entitled to designate one Nominee pursuant to the Investor Rights Agreement, without the prior written consent of 898 (such consent not to be unreasonably withheld, conditioned or delayed): (i) the Board will not be expanded to be comprised of more than seven directors; and (ii) the Company will not grant to any holder or prospective holder of any securities of the Company, registration rights or any other rights similar to those granted to the Investor pursuant to Article 3 and Article 4 of the Investor Rights Agreement.

For the duration of the period beginning as of the date of the Investor Rights Agreement and ending as of the earlier of: (i) the termination or expiry of the Standstill Period, and (ii) date on which 898 no longer has the right to nominate at least two directors to the Board pursuant to the Investor Rights Agreement, the Company shall not without the prior written consent of 898 (such consent not to be unreasonably withheld, conditioned or delayed): (a) acquire or agree to acquire or make any proposal to acquire, or dispose or agree to dispose or make any proposal to dispose, directly or indirectly, by means of purchase, merger, amalgamation, consolidation, take-over bid, business combination or in any other manner, any shares, securities or assets with a purchase price in excess of 20% of the Company’s net assets (in excess of all liabilities) based on the Company’s most recent publicly filed balance sheet; (b) undertake an equity financing, or acquisition that through share consideration, results in dilution in excess of 20%; (c) borrow funds from any Person (other than in connection with ordinary course refinancings) in an amount in excess of 20% of the Company’s net assets (in excess of all liabilities) based on the Company’s most recent publicly filed balance sheet; (d) hire or terminate (other than for cause) senior management of the Company; or (e) permit any change to the composition of the Board (other than the nominee(s) of 898) or any committee of the Board (other than any committee member designated by 898), including, without limitation, by nomination, recommendation or otherwise, except in connection with a resignation of a director not nominated by 898, in which case the nomination or election of any person to fill such vacancy shall require the prior written consent of 898 (such consent not to be unreasonably withheld, conditioned or delayed).

Transfer Restrictions

During the Lock-Up Period, subject to the Investor Rights Agreement, the Investor shall not, and shall cause each of the Investor’s affiliates and Permitted Transferees not to, without the prior written consent of the Company:

(a) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Consideration Shares (“ Lock-Up Securities ”), or agree or commit to do any of the foregoing (any such transaction, a “ Transfer ” and the words “ Transferred ” and “ Transferring ” have corresponding meanings) (it being understood that in the event that the Investor or a Permitted Transferee thereof, as applicable, ceases or would cease upon the occurrence of a specified event to be controlled by the Person controlling the Investor or a Permitted Transferee, as applicable, or if York and Poulin (individually or together) ceases or would cease upon the occurrence of a specified event to control 898 or Devcore, such event shall be deemed to

constitute a “ Transfer ” subject to the restrictions on Transfer set out in the Investor Rights Agreement); or

(b) engage in any hedging or other transaction or other arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) that is designed to or which could reasonably be expected to lead to or result in:
(i) a Transfer (whether by the Investor, any of the Investor’s Permitted Transferees or affiliates or a counterparty to any hedging contract entered into with the Investor or any of the Investor’s Permitted Transferees or affiliates);
(ii) a change in or transfer of any voting rights or entitlements of the Investor or any of the Investor’s Permitted Transferees or affiliates, in whole or in part, directly or indirectly, under any Lock-Up Securities (including any change of control or direction over such voting rights or entitlements by way of agreement, instrument of proxy, pursuant to remedies available to a secured party, or otherwise); or
(iii) a change in or transfer of any of the economic consequences of ownership of the Investor or any of the Investor’s Permitted Transferees or affiliates, in whole or in part, directly or indirectly, in respect of any Lock-Up Securities;

provided in each case whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities or other securities, in cash or otherwise, or agree to commit to do any of the foregoing (any such transaction or arrangement, a “ Derivative Transaction ”, and together with any Transfer, a “ Restricted Activity ”).

With respect to any Shares over which it exercises control or direction (including the Consideration Shares), the Investor shall not, and shall cause each of the Investor’s Permitted Transferees or affiliates not to, engage in any Restricted Activity during the Standstill Period that is intended or reasonably expected to, directly or indirectly, cause or accommodate a Transfer of such Shares or the transfer of any right or entitlement to exercise voting control or direction over such Shares to:

(a) any Person (or such Person and its Permitted Transferees or affiliates and Persons that, to the actual knowledge, after reasonable inquiry, of the Investor are acting jointly or in concert with such Person) if such Restricted Activity would, to the actual knowledge, after reasonable inquiry, of the Investor, result in such Person, together with its Permitted Transferees or affiliates and Persons that, to the actual knowledge, after reasonable inquiry, of the Investor, are acting jointly or in concert with such Person, beneficially owning, or having voting control or direction, directly or indirectly, over more than 10% of the issued and outstanding Shares after giving effect to such Restricted Activity; or
(b) the actual knowledge, after reasonable inquiry, of the Investor, any Competitor (the transactions described by clauses (a) and (b), being a “ Restricted Sale ”).

Management and Services Agreement

Pursuant to the Purchase Agreement, each of the Company and the Sellers covenant and agree, acting reasonably and in good faith, to negotiate and formalize arrangements for the provision of certain property management and other business, operational, human resource and related services in respect of the Devcore Properties, either (i) through a management services agreement (the “ Management and Services Agreement ”) between the Company (or its Subsidiaries) and an appropriate Devcore entity (the “ Manager ”), on such terms and conditions as are customary and market in respect of agreements of similar nature providing comparable services, including having a minimum one-year term and a management fee payable to the Manager not in excess of 5%, or (ii) through an arrangement between Parties or their respective affiliates whereby the Company would utilize certain equipment and employees

of the Sellers (and their affiliates). It is currently expected that the Company will internalize the property management and other business, operational, human resource, and related services concerning the Devcore Properties through a direct employment model wherein the Company will engage individuals, previously associated with the Sellers or their affiliates, as its own employees to leverage their expertise and the use of certain equipment in managing the Acquisition Portfolio.

Voting and Support Agreements

Each of the Directors and officers of the Company and certain Shareholders, who collectively hold approximately 43% of the Shares outstanding, have entered into a Voting and Support Agreement with Devcore, pursuant to which they agreed to vote their Shares in favour of the Transaction and against any resolution submitted by any Shareholder that is inconsistent therewith. Such Voting and Support Agreements shall terminate and be of no further force and effect by mutual consent of the parties thereto, or upon the earlier to occur of (i) the completion of the Transaction, or (ii) the termination of the Purchase Agreement in accordance with its terms.

Transaction Approvals

Shareholder Approval

As a result of the features of the Transaction, particularly with respect the creation of a new Control Person, the Transaction is a “Reviewable Transaction” (as such term is defined in TSX-V Policy 5.3). Pursuant to section 5.14(a) of TSX-V Policy 5.3, the Company is required to obtain Shareholder approval for a “Reviewable Acquisition” (as such term is defined in TSX-V Policy 5.3) because it will result in 898 becoming a new “Control Person” (as such term is defined in TSX-V Policy 1.1). The approval of the Transaction Resolution by a majority of the Shareholders present in person or represented by proxy at the Meeting shall constitute Shareholder approval for the purposes of Section 5.14(a) of TSX-V Policy 5.3.

Stock Exchange Approval

The Company is seeking the approval of the Transaction from the TSX-V. The Company received conditional approval on the TSX-V on February 1, 2024. The conditions for the receipt of final approval from the TSX-V include, among other things, Shareholder approval of the transactions contemplated by the Purchase Agreement and the filing by the Company of customary documents with the TSX-V. Closing of the Transaction is subject to the Company obtaining Stock Exchange Approval.

Competition Act Approval

Approval of CMHC and Mortgage Lenders

The Parties are seeking the consents, approvals, assumptions and releases required in connection with the Company’s indirect assumption of the Devcore Mortgages as part of the Pre-Closing Reorganization. Closing of the Transaction is conditional until the Assumption Approval Date, upon the Company receiving (i) all approvals and consents from Canada Mortgage and Housing Corporation (“ CMHC ”) required in connection with the assumption of the Purchased Entities (and indirectly by the Company) of the Devcore Mortgages and the completion of the Transaction (“ CMHC Approval ”), and (ii) approval from each applicable Mortgage Lender to the applicable Purchased Entity assuming the applicable Devcore Mortgage and to completion of the Transaction, on terms and conditions satisfactory to both the Company and Devcore, each acting reasonably, (the “ Mortgage Assumption Condition ”).

Transaction Resolution

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the Transaction Resolution approving 898 becoming a new “Control Person” (as such term is defined in TSXV Policy 1.1) of the Company in connection with the Transaction, the full text of which is set forth in Appendix “B” to this Circular.

Pursuant to the requirements under the TSX-V conditional approval of the Transaction, the Transaction Resolution must be approved by a simple majority of votes cast by the Shareholders present in person or represented by proxy at the Meeting.

On January 21, 2024, the Board unanimously determined to approve the Transaction and to recommend that Shareholders vote IN FAVOUR of the Transaction Resolution at the Meeting. The Transaction will not proceed unless the Transaction Resolution are approved at the Meeting.

THE SELLERS

898 is a corporation that is controlled by Jean-Pierre Poulin and Jeff York. 898 holds all of the interests in certain of the Purchased Entities, including the entities that will own the Devcore Properties as contemplated by the Transaction Steps.

Devcore is a real estate development, construction, and management company based out of OttawaGatineau with nearly 20 years of experience building and renovating a multitude of projects, including single-family homes, townhomes, condos, apartments, offices, and shopping centres. Devcore has developed a portfolio of multi-family assets, in collaboration with Jeff York, of nearly 3,000 units across Ontario and Québec.

Devcore is controlled by Jean-Pierre Poulin, who is the President and Founder of Devcore and a director of 898. In addition to his role with Devcore, Mr. Poulin is the President, Founder and a majority owner of 1VALET, a company that has developed a smart building operating system that aims to make residential apartments and condominiums smarter and safer places to live. Mr. Poulin is also actively involved in the community, volunteering his time and donating to many causes such as the Gala Robe Rouge (Heart and Stroke disease) and Itinerance Zero (Dedicated to solving Homelessness).

Jeff York is a shareholder and a director of 898. Previously, Mr. York was the co-CEO at Farm Boy Inc., where he was instrumental in the scaling of the business and ultimate sale to Empire Co. Ltd for approximately $800 million in 2018. Prior to this, Mr. York was the President of Giant Tiger Stores Limited and was instrumental in the sustained growth the company experienced during his leadership. Mr. York holds a degree from Princeton University. Mr. York is also board member of Focus Graphite Inc. (TSX-V), Stria Lithium Inc. (TSX-V), Braille Energy Systems Inc. (TSX-V), and Grocery Outlet Holding Corp. (NASDAQ).

Messrs. Poulin and York, or entities controlled by them, will have certain rights pursuant to the Investor Rights Agreement. See “The Transaction – Investor Rights Agreement”. See also “Risk Factors – Rights of Sellers under the Investor Rights Agreement”.

RISK FACTORS

Shareholders should carefully consider the risks related to the Transaction described below and the section entitled “Risks and Uncertainties” contained in the Company’s management’s discussion and analysis dated November 27, 2023, before determining whether to vote in favour of the Transaction Resolution. If any of such or other risks occur, the Company’s business, prospects, financial condition, results of operations and cash flows could be materially adversely impacted. In that case, the trading price of the Shares could decline and investors could lose all or part of their investment. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the below described or other unforeseen risks. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems immaterial, may also materially and adversely affect its business.

Risks Related to the Transaction

Possible failure to complete the Transaction

Completion of the Transaction is subject to the satisfaction of certain closing conditions, including the receipt of Stock Exchange Approval and CMHC Approval and satisfaction of the Mortgage Assumption Condition. As such, there is no assurance that the Transaction will be completed or, if completed, will be on terms that are the same as those disclosed in this Circular. If completion of the Transaction does not take place as contemplated on or before June 30, 2024 and the Outside Date is not extended, the Company will not realize the benefits of the Transaction described in this Circular and could suffer adverse consequences, including loss of investor confidence.

Possible failure to realize expected returns on the Transaction

Acquisitions involve risks that could materially and adversely affect the Company’s business plan, including the failure of the Transaction to realize the results the Company expects. While the Directors, based on analysis provided by management (as well as other information deemed appropriate and sufficient for such purposes), consider the Transaction to be accretive to the Company’s funds from operations and have a positive impact on its operating performance, such determination should not be regarded as a guarantee of future performance or results.

Expansion of the Company’s existing asset portfolio and integration of the Purchased Assets

The Transaction will involve the integration of asset portfolios which were previously managed separately. The ability to realize the benefits of the Transaction including, among other things, those set forth in this Circular under “The Transaction – Overview” above, will depend in part on successfully consolidating functions and integrating operations and procedures in a timely and efficient manner, as well as on the Company’s ability to realize the anticipated growth opportunities and synergies, efficiencies and cost savings from integrating the Purchased Assets into the Company’s existing asset portfolio following completion of the Transaction. The process of integrating and managing its expanded asset portfolio will require the dedication of substantial management effort, time and resources which may divert management’s focus and resources from other strategic opportunities and from operational matters during this process, and may require the Company to attract and retain other qualified personnel. There can be no assurance that the Company will be able to successfully manage the integration and operations of its expanded asset portfolio, or that the Company will realize the anticipated growth opportunities and synergies from such integration.

Occurrence of a Material Adverse Effect in respect of the Company

The completion of the Transaction is subject to the condition that, among other things, on or after the date of the Purchase Agreement, there will not have occurred a NexLiving Material Adverse Effect. Although a NexLiving Material Adverse Effect excludes certain events, including events in some cases that are

beyond the control of the Company, there can be no assurance that a NexLiving Material Adverse Effect will not occur prior to the Closing Date. If such NexLiving Material Adverse Effect occurs, the Sellers shall be entitled to terminate the Purchase Agreement and the Transaction may not proceed.

Ownership by the Sellers

Following the completion of the Transaction, it is expected that the Sellers (together with its affiliates) will hold an approximate 49% effective interest in the Company through the ownership of, or the control or direction over Shares.

In addition, the Sellers will enter into an Investor Rights Agreement with the Company on Closing, pursuant to which the Sellers shall be granted certain nomination, pre-emptive and registration rights, as well as the right to acquire additional Shares by exercising Top-Up Rights. Therefore, the Sellers will have the ability to exercise influence with respect to the affairs of the Company, significantly affect the outcome of Shareholder votes and may have the ability to effectively prevent certain fundamental transactions.

Rights of Sellers under the Investor Rights Agreement

On Closing, the Sellers, Jean-Pierre Poulin and Jeff York will enter into the Investor Rights Agreement with the Company, pursuant to which each of the Sellers, Jean-Pierre Poulin and Jeff York will be entitled to certain rights. See “The Transaction – Investor Rights Agreement”. As a result of the Investor Rights Agreement, the Sellers will be entitled to board nomination rights, registration rights (including piggy-back registration rights), pre-emptive rights, top-up rights, and information rights that will not be available to other Shareholders. In addition, 898’s approval rights under the Investor Rights Agreement restrict certain activities until the earlier of the expiry of the 36-month standstill period (subject to the terms of the Investor Rights Agreement) or the date on which 898 no longer has the right to nominate two directors to the Board pursuant to the Investor Rights Agreement. As a result of these approval rights, the Company may not be able to, among other things, engage in acquisitions or dispositions, equity financings, borrowing, or management or Board changes without the approval of 898, which approval may not be provided.

Potential conflicts of interest with Directors and executive officers of the Company and representatives of the Sellers

It is anticipated that following the completion of the Transaction, the principals and/or nominees of the Sellers will also be Directors and/or officers of the Company and may continue to be engaged in activities that may put them in conflict with the Company’s investment strategy. In addition, these individuals may hold equity in or positions with other companies managed by the Sellers or their affiliates and, accordingly, these individuals may not devote all of their time and attention to the Company. Consequently, these positions or equity interests could create, or appear to create, conflicts of interest with respect to matters involving the Company, the Sellers or their respective affiliates.

Certain Purchased Assets under construction

Ongoing construction is being conducted in respect of a portion of the Roland-Audet Property. Risks involved with the construction of this portion of the Roland-Audet Property include (i) unforeseen construction and delays, and (ii) cost overruns. A number of factors could cause such delay and cost overruns which include, but are not limited to, municipal approvals, changing engineering and design requirements, the performance of contractors, labour disruptions, adverse weather conditions and the availability of financing.

The construction industry has from time to time experienced significant difficulties in the supply of materials and services, including with respect to shortages of skilled and experienced contractors and tradespeople, labour disputes, shortages of building materials, unforeseen environmental and engineering problems and increases in the cost of certain materials. If any of these difficulties should occur, delays and increased costs may result from the construction of the Roland-Audet Property.

Such risks are sought to be minimized under the Purchase Agreement, whereby the Sellers covenant to, at their sole cost and expense, complete or cause to be completed prior to Closing all ongoing construction and associated work being conducted by or on behalf of the Sellers in respect of the portion of the Roland-Audet Property that is under construction, including payment of all expenses and liabilities in respect thereof, discharge of any hypothecs resulting therefrom, final inspections by any relevant Governmental Entities and the closure of all permits relating thereto.

Management of Acquisition Portfolio

Pursuant to the Purchase Agreement, each of the Company and the Sellers covenants and agrees to proceed, prior to Closing, acting reasonably and in good faith, to negotiate and formalize arrangements for the provision of certain property management and other business, operational, human resource and related services in respect of the Devcore Properties, either (i) through the Management and Services Agreement described above, or (ii) through an arrangement between Parties or their respective affiliates whereby the Company would utilize certain equipment and employees of the Sellers (and their affiliates) (see “The Transaction – Management and Services Agreement”). The foregoing covenant is not a condition of Closing. It is currently expected that the Company will internalize the property management and other business, operational, human resource, and related services concerning the Devcore Properties through a direct employment model wherein the Company will engage individuals, previously associated with the Sellers or their affiliates, as its own employees to leverage their expertise and the use of certain equipment in managing the Acquisition Portfolio. This plan is subject to risks, including the inability to attract and retain the appropriate personnel. In addition, if the Company and Devcore choose to manage the properties by entering into the Management and Services Agreement, the Company would be reliant on Devcore for the performance of certain key services with respect to the Acquisition Portfolio.

Financing risks

Upon completion of the Transaction, the Company will increase its indebtedness by assuming the Devcore Mortgages. The Company’s ability to make payments of principal and interest on the debt, or to refinance its indebtedness, will depend on its future operating performance and its ability to enter into additional debt and equity financings, which to a certain extent is subject to economic, financial, competitive and other factors beyond its control. If the Company is unable to generate sufficient cash flow in the future to service its debt, it may be required to refinance all or a portion of its existing debt or obtain additional financing. There can be no assurance that any such refinancing would be possible or that any additional financing could be obtained on terms acceptable to the Company or as favourable as the terms of its existing indebtedness. The inability to obtain additional financing could limit the Company’s growth and may have a material adverse effect on the Company. Any additional equity financing would result in the dilution of the Company’s Shareholders.

Interest rate risk

Upon completion of the Transaction, the Company will be exposed to interest rate risks on the Devcore Mortgages and could be adversely affected if it were unable to obtain cost-effective financing if market interest rates rise. This risk is mitigated as the majority of the Devcore interest bearing financial liabilities have fixed rates of interest and a staggered maturity schedule.

Credit risk

Credit risk arises from the possibility that Tenants of the Purchased Assets may experience financial difficulty and will be unable to fulfill their lease commitments. The Company has reviewed the Devcore Leases and expects to mitigate its credit risk by ensuring its tenant mix going forward is heavily weighted to creditworthy tenants.

Use of property appraisals

Caution should be exercised in the evaluation and use of the Appraisals. An appraisal is an estimate of market value. It is not a precise measure of value but is based on a subjective comparison of related activity taking place in the real estate market. The Appraisals are based on various assumptions of future expectations and, while the appraiser’s internal forecasts for the Purchased Assets are considered to be reasonable at the current time, some of the assumptions may not materialize or may differ materially from actual experience in the future. Furthermore, the Appraisals were commissioned by Devcore, not the Company, and are not formally relied on by the Company.

Fluctuations in capitalization rates

As interest rates fluctuate in the lending market, generally capitalization rates will as well, which affects the underlying value of the Purchased Assets. As such, when interest rates rise, generally capitalization rates should be expected to rise. Fair value and capital gains or losses on any the of the Purchased Assets can occur due to the increase or decrease of these capitalization rates.

Payment of the Termination Fee

Each of the Company and the Sellers have the right to terminate the Purchase Agreement in certain circumstances. Accordingly, there is no certainty, nor can the Company provide any assurance, that the Purchase Agreement will not be terminated before the completion of the Transaction. See “The Transaction – Purchase Agreement – Termination of the Purchase Agreement”. In the event that the Purchase Agreement is terminated and the Transaction is not consummated, the Company may, in certain circumstances, be obligated to pay the Termination Fee to the Sellers.

Market price of the Shares

If, for any reason, the Transaction is not completed or its completion is materially delayed and/or the Purchase Agreement is terminated, the market price of the Shares may be materially adversely affected. The Company’s business, financial condition or results of operations could be subject to various material adverse consequences, including that the Company would remain liable for significant costs relating to the Transaction including, among others, legal, accounting and printing expenses.

Fees, costs and expenses of the Transaction

If the Transaction is not completed, the Purchase Agreement does not provide for the Company to receive any reimbursement from the Sellers for the fees, costs and expenses it has incurred in connection with the Transaction. Such fees, costs and expenses include, without limitation, legal fees, financial advisor fees, depositary fees and printing and mailing costs, which will be payable whether or not the Transaction is completed, as well as the consequences and opportunity costs of the suspension of strategic pursuits of the Company in accordance with the terms of the Purchase Agreement and the risks associated with the diversion of the Company management’s attention away from the conduct of the Company’s business in the ordinary course.

Use of Fairness Opinion

The Fairness Opinion is directed only to the fairness, from a financial point of view, of the consideration paid pursuant to the Transaction to the Company. The Fairness Opinion does not address the relative merits of the Transaction as compared to other business strategies or transactions that might be available to the Company or the underlying business decision of the Company to effect the Transaction. The Fairness Opinion does not constitute a recommendation by Echelon Capital Markets to any Shareholder as to how such Shareholder should vote or act with respect to the Transaction Resolution. A copy of the Fairness Opinion is attached hereto as Appendix “A”.

Assumption of liabilities and indemnification obligations

The Company will assume liabilities arising out of or related to Sellers’ business, operations or assets, and will agree to indemnify the Sellers, as the vendor of the Purchased Assets, for, among other matters, such liabilities. The Company may assume unknown liabilities that could be significant. In addition, while the Sellers have agreed to indemnify the Company for certain Damages with respect to the Transaction, such indemnification is subject to certain limitations and may not cover actual Damages incurred by the Company as a result of the Transaction.

Other risks

For a description of other risks pertaining to the business of the Company, including operation risks and real estate risks, please refer to the Company’s management’s discussion and analysis dated November 27, 2023, which is incorporated herein by reference.

SHAREHOLDER PROPOSALS

Resolutions intended to be presented by Shareholders for action at the next annual meeting must comply with the provisions of the CBCA and be deposited at the Company’s head office during the period between January 29, 2024 and March 29, 2024 in order to be included in the management information circular relating to the next annual meeting.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The Company’s current auditor is PricewaterhouseCoopers LLP, Cogswell Tower, 2000 Barrington Street, Suite 1101, Halifax, Nova Scotia, B3J 3K1. PricewaterhouseCoopers LLP is independent from the Company within the meaning of the Chartered Professional Accountants of Nova Scotia CPA Code of Professional Conduct. The transfer agent and registrar for the Shares is Computershare Investor Services Inc., located in Montreal, Québec.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.com. Financial information about the Company is provided in the Company’s comparative annual financial statements and management’s discussion and analysis for its most recently completed financial year and quarter.

If you would like to obtain, at no cost to you, a copy of the Corporation’s financial statements, management’s discussion and analysis or this Circular, please send your request to:

NexLiving Communities Inc. 45 Alderney Drive, Suite 1805 Dartmouth, NS B2Y 2N6 Telephone: (902) 416-876-6617 Email: [email protected]

APPROVAL

March 7, 2024

APPROVAL OF THIS INFORMATION CIRCULAR

The Board of Directors has approved the contents of this Circular and authorized it to be sent to each Shareholder who is eligible to receive notice of and vote Shares at the Meeting, as well as to each Director and to the auditors of the Company.

By Order of the Board

Per:

“ Stavro Stathonikos ” (Signed)

Stavro Stathonikos Chief Executive Officer

APPENDIX “A” – FAIRNESS OPINION

(See attached)

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Echelon Wealth Partners Inc. 181 Bay Street, Suite 2500 Toronto, Ontario, M5J 2T3

January 21, 2024

Board of Directors NexLiving Communities Inc. 45 Alderney Dr., Suite 1805 Dartmouth, Nova Scotia, B2Y 2N6

To the Board of Directors:

Echelon Wealth Partners Inc. (“ Echelon Capital Markets ” or “ we ” or “ us ”) understands that NexLiving Communities Inc. (“ NexLiving ” or the “ Company ”), and 8985979 Canada Inc. and Devcore Group Inc. (collectively the “ Seller ”) propose to enter into a definitive agreement to be dated January 21, 2024 (the “ Definitive Agreement ”) that contemplates, among other things, the acquisition by the Company of a portfolio of 16 properties (“ Purchased Assets ”) for 16,490,933 Company shares (the “ Consideration ”) and the indirect assumption of existing mortgages (collectively, the “ Transaction ”). The terms and conditions of the Transaction will be summarized in the Company’s management information circular (the “ Circular ”) to be mailed to holders of the Company’s common shares (the “ Shareholders ”) in connection with a special meeting of the shareholders of the Company to be held to consider and, if deemed advisable, approve the Transaction.

We have been retained to provide financial advice to the Company, including our opinion (the “ Opinion ”) to the board of directors of the Company (the “Board” ) as to the fairness from a financial point of view of the Consideration to be paid by the Company, pursuant to the Transaction.

The Opinion has been prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of the Canadian Investment Regulatory Organization (“ CIRO ”) but CIRO has not been involved in the preparation or review of the Opinion.

ENGAGEMENT OF ECHELON CAPITAL MARKETS

The Company initially contacted Echelon Capital Markets regarding a potential advisory assignment in December 2023. Echelon Capital Markets was formally engaged by the Company pursuant to an agreement dated December 12, 2023 (the “ Engagement Agreement ”). The Engagement Agreement provides the terms upon which Echelon Capital Markets has agreed to provide the Company and the Board with various advisory services in connection with the Transaction including, among other things, the Opinion.

Echelon Capital Markets will receive a fixed fee for rendering the Opinion, whether or not the Transaction is completed. The Company has also agreed to reimburse us for reasonable out-of-pocket

Echelon Wealth Partners | 1 Adelaide St. E, Suite 2100 | Toronto, Ontario | M5C 2V9 | 416.572.5523

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expenses and to indemnify, among others, Echelon Capital Markets in respect of certain liabilities that might arise out of our engagement.

CREDENTIALS OF ECHELON CAPITAL MARKETS

Echelon Capital Markets is an independent Canadian financial services firm that offers an integrated platform of corporate finance, mergers and acquisitions, equity research, institutional sales and trading, and private client services. Echelon Capital Markets has been a financial advisor in a significant number of transactions, and is regularly engaged in providing financial advice to public and private companies across a variety of sectors and has extensive experience preparing fairness opinions.

This Opinion represents the opinion of Echelon Capital Markets and its form and content have been approved for release by a committee of our senior officers, each of whom is experienced in merger and acquisition, divestiture, valuation, fairness opinion and capital markets matters.

RELATIONSHIP WITH INTERESTED PARTIES

Neither Echelon Capital Markets nor any of its affiliates is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario) (the “ Securities Act ”) or the rules made thereunder) of the Company or Seller or any of their respective associates or affiliates (collectively, the “ Interested Parties ”).

Neither Echelon Capital Markets nor any of its affiliates has been engaged to provide financial advisory services, nor has it participated in any financings involving the Interested Parties within the past two years.

Echelon Capital Markets acts as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have and may in the future have positions in the securities of any Interested Party, and, from time to time, may have executed or may execute transactions on behalf of any Interested Party or other clients for which it may have received or may receive compensation. As an investment dealer, Echelon Capital Markets conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including matters with respect to one or more Interested Parties or the Transaction.

Other than as set forth above, there are no understandings, agreements or commitments between Echelon Capital Markets and the Interested Parties with respect to future business dealings. Echelon Capital Markets may, in the future, in the ordinary course of its business, perform financial advisory, investment banking or other financial services to one or more of the Interested Parties from time to time.

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SCOPE OF REVIEW

In connection with the Opinion, Echelon Capital Markets reviewed and relied upon or carried out, among other things, the following:

a draft of the Definitive Agreement dated January 21, 2024;
a draft of the Investor Rights Agreement dated January 21, 2024;
a draft of the Disclosure Letter dated January 21, 2024 from the Seller to the Company;
certain other publicly available information related to the business, operations, financial conditions and trading history of the Company and the Seller and other selected publicly available information Echelon Capital Markets considered relevant;
internal forecasts, projections, estimates and budgets prepared or provided by or on behalf of the management of the Company and the Seller;
other internal financial, operating, corporate, and other information concerning the Company and its subsidiaries, that was prepared and provided by management of the Company and the Seller;
discussions with management of the Company regarding the Company, and the Seller’s past and current business plan, operations and financial conditions and prospects;
select publicly available financial information and statistics regarding precedent transactions we considered relevant;
various reports published by equity research analysts and industry sources we considered relevant;
a letter of representation as to certain factual matters and the completeness and accuracy of certain information upon which the Opinion is based, addressed to us and dated as of the date hereof, provided by the Chief Executive Officer and Chief Financial Officer of the Company; and
such other information, investigations, analysis and discussion as we considered necessary or appropriate in the circumstances.

In addition, we have participated in discussions with members of the senior management team of the Company regarding business operations, the financial condition and future prospects of the Company. We have also participated in discussions with Stikeman Elliott LLP, external legal counsel to the Company, concerning the Transaction, the Definitive Agreement and related matters. Echelon Capital Markets has not, to the best of its knowledge, been denied access by the Company to any information under the Company’s control requested by Echelon Capital Markets.

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ASSUMPTIONS AND LIMITATIONS

Our Opinion is subject to the assumptions, qualifications and limitations set forth below.

With your permission, we have relied upon the accuracy, completeness and fair presentation of all information, data, representations, opinions, financial statements, management discussion and analysis, internal financial information, and other material obtained by us or on behalf of the Company or otherwise obtained by us in connection with our engagement (the “ Information ”). The Opinion is conditional upon such accuracy, completeness, and fair presentation. We have not been requested to or attempted to verify independently the accuracy, completeness or fairness of presentation of any such information, data, advice, opinions and representations. We have not met separately with the independent auditors of the Company in connection with preparing this Opinion. We have assumed that forecasts, projections, estimates and budgets provided to us and used in our analysis were reasonably prepared on bases reflecting the best currently available assumptions, estimates and judgments of management of the Company, having regard to the Company and the Seller’s business, plans, financial condition and prospects.

Senior officers of the Company have represented to Echelon Capital Markets in a certificate dated the date hereof, among other things, that: (i) the Information provided to Echelon Capital Markets orally or in writing by or on behalf of the Company relevant to the subject matter of the Transaction or the Opinion were true, accurate, complete and correct in all material respects at the date the Information was provided and is as of the date hereof and, with respect to the financial statements, were prepared in accordance with International Financial Reporting Standards consistently applied (except as to the absence of full note disclosure in non-audited financial statements); (ii) the Information did not and as of the date hereof does not contain any untrue statement of a material fact (as such term is defined in the Securities Act ) in respect of or involving the Company, the Company’s assets, the Seller, the Seller’s assets or the Transaction; (iii) the Information did not and as of the date hereof does not omit to state a material fact in respect of the Company, the Company’s assets, the Seller or the Seller’s assets or the Transaction necessary to make the Information (or any statement therein) not misleading in light of the circumstances under which the Information was made or provided; and (iv) since the date that the Information was provided to Echelon Capital Markets and as of the date thereof, there has been no material change (as such term is defined in the Securities Act), financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company that has not been disclosed in writing to Echelon Capital Markets and there has been no change in any material fact or new material fact which is of a nature so as to render the Information untrue or misleading in any material respect, or which would reasonably be expected to have a material effect on the Opinion, that has not been disclosed in writing to Echelon Capital Markets.

In preparing the Opinion, Echelon Capital Markets has made several assumptions, including that all final or executed versions of documents will conform in all material respects to the drafts provided to

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Echelon Capital Markets, all conditions precedent to be satisfied to complete the Transaction can and will be satisfied or waived, that all approvals, authorizations, consents, permissions, exemptions or orders of relevant regulatory authorities required in respect of or in connection with the Transaction will be obtained, without adverse condition or qualification, that all steps or procedures being followed to implement the Transaction are valid and effective.

The Opinion has been provided for the exclusive use of the Board in considering the Transaction and is not intended to be, and does not constitute, a recommendation to the Board as to whether they should approve the Definitive Agreement nor as to how any Shareholder should vote their shares or act on any matter relating to the Transaction and we express no opinion as whether holders of convertible securities should exercise any conversion or other rights. The Opinion must not be used by any other person or relied upon by any other person other than the Board without the express prior written consent of Echelon Capital Markets. The Opinion does not address the relative merits of the Transaction as compared to other strategic alternatives that might be available to the Company. Except for the inclusion of the Opinion in the Circular, the Opinion is not to be reproduced, disseminated, quoted from or referred to (in whole or in part) without our prior written consent.

The Opinion is rendered on the basis of securities markets, economic and general business and financial conditions prevailing on that date hereof and the condition and prospects, financial and otherwise, of the Company and its subsidiaries as they were reflected in the Information provided to Echelon Capital Markets. In our analysis and in preparing the Opinion, Echelon Capital Markets made numerous judgments and assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond our control or that of any party involved in the Transaction.

We have not been asked to prepare and have not prepared a formal valuation or appraisal of the securities or assets of the company or of any of its affiliates, and the Opinion should not be construed as such. Echelon Capital Markets has not undertaken an independent evaluation, appraisal or physical inspection of any assets or liabilities of the Company or its subsidiaries, is not an expert on, and did not render advice to the Company regarding, and assumes no and disclaims all liability and obligation in respect of, legal, accounting, regulatory or tax matters.

The Opinion is given as of the date hereof and, although Echelon Capital Markets reserves the right to change or withdraw the Opinion if we learn that any of the information that we relied upon in preparing the Opinion was inaccurate, incomplete or misleading in any material respect, we disclaim any obligation to change or withdraw the Opinion, to advise any person of any change that may come to our attention or to update the Opinion after the date hereof.

Echelon Capital Markets believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses

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together, could create an incomplete view of the process underlying the Opinion. Accordingly, the Opinion should be read in its entirety.

CONCLUSION

Based upon and subject to the foregoing and such other matters that Echelon Capital Markets considered relevant, Echelon Capital Markets is of the opinion that, as of the date hereof, the Consideration to be paid by the Company pursuant to the Transaction is fair from a financial point of view to the Company.

Yours truly,

ECHELON WEALTH PARTNERS INC.

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APPENDIX “B” – TRANSACTION RESOLUTION

Be it resolved as an ordinary resolution that:

The creation of 8985979 Canada Inc. as a Control Person (within the meaning set out in the policies of the TSX Venture Exchange) of the Company is hereby authorized and approved.
Any one (1) director or officer of the Company is hereby authorized, upon the board of directors of the Company resolving to give effect to this resolution, to take all necessary acts and proceedings, to execute and deliver and file all applications, declarations, documents and other instruments and to do all such other acts (whether under corporate seal of the Company or otherwise) that may be necessary or desirable to give effect to the provisions of this resolution.
Notwithstanding the foregoing, the directors of the Company are hereby authorized, without further approval of or notice to the shareholders of the Company, to revoke this ordinary resolution in whole or in part at any time, subject to the terms of the purchase agreement dated January 21, 2024 among the Company, 8985979 Canada Inc. and Devcore Group Inc.

B-1

AI assistant

Profound Medical Corp. — Proxy Solicitation & Information Statement 2024

47229_rns_2024-03-07_c54f9406-0993-4ecc-b656-77e99a3fe982.pdf

AND

MANAGEMENT INFORMATION CIRCULAR

LETTER TO SHAREHOLDERS

March 7, 2024

Dear Shareholder:

“Stavro Stathonikos”

Stavro Stathonikos Chief Executive Officer

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS,

Stavro Stathonikos Chief Executive Officer

TABLE OF CONTENTS

GENERAL INFORMATION

MEANING OF CERTAIN REFERENCES

FORWARD-LOOKING STATEMENTS

NON-IFRS MEASURES

Reconciliation of In-Place Net Operating Income

Three months ended September 30, 2023

GLOSSARY

(r) the NexLiving Mortgages as they relate to the NexLiving Properties.

SUMMARY

The Meeting

The Company

The Sellers

The Transaction

Recommendation of the Board

Fairness Opinion

Description of the Acquisition Portfolio

Purchase Agreement

Investor Rights Agreement

Management and Services Agreement

Voting and Support Agreements

Board Composition

898 as New Control Person

Transaction Approvals

Shareholder Approval

Stock Exchange Approval

Competition Act Approval

Approval of CMHC and Mortgage Lenders

Risk Factors

Arm’s Length Transaction

Date of information

PROXY SOLICITATION INFORMATION

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of Proxy

Registered Shareholders

Revocation of Proxy

Non-Registered Shareholders

Exercise of Discretion by Proxies

Voting Shares

Quorum

Principal Shareholders

VOTING AT MEETING AND QUORUM

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

THE TRANSACTION

Overview

Board Oversight

The Board of Directors recommends that Shareholders vote IN FAVOUR of the Transaction and the Transaction Resolution at the Meeting.

Recommendation of the Board

The Board of Directors unanimously recommends that Shareholders vote IN FAVOUR of the Transaction and the Transaction Resolution at the Meeting.

Fairness Opinion

Credentials of Echelon

Description of the Acquisition Portfolio

Acquisition Portfolio Property Descriptions

Place du Golf

333-431 Rue St. James

150 Rue Jeannine-Gregoire-Ross

153 Rue Fraser

300-670 Nelson Morin

499-541 Pointe Gatineau

3-57 Lanctot

Capri & St. Moritz

365-401 Prado

169-179 Bourdeau

494-516 du Progres

24-28 de la Futaie

1101 Chemin de Montreal

1421 & 1451 Brookdale

Profound Medical Corp. Proxy Solicitation & Information Statement 2024