Wesdome Gold Mines Ltd. — Proxy Solicitation & Information Statement 2022

Jul 14, 2022

NADG NNN REAL ESTATE INVESTMENT TRUST

NOTICE OF SPECIAL MEETING OF UNITHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

Meeting to be held at 10:00 a.m. (Toronto time) August 4, 2022

NADG NNN REAL ESTATE INVESTMENT TRUST

June 30, 2022

Dear Unitholders:

You are invited to a special meeting of holders (“ Unitholders ”) of class A units, class I units and class U units of NADG NNN Real Estate Investment Trust (the “ Trust ”) to be held at 10:00 a.m. (Toronto - time) on August 4, 2022 virtually via live audio webcast available online using https://virtual meetings.tsxtrust.com/1390 (the “ Meeting ”). The Meeting has been called by the Board of Trustees of the Trust.

The purpose of the Meeting is to consider and vote upon a resolution relating to the extension of the Trust’s term beyond August 17, 2022. At the Meeting, Unitholders will be asked to consider a special resolution to extend the term of the Trust until August 17, 2023 and to provide for an additional extension of the term of the Trust for a further one-year period at the sole discretion of North American Asset Management Corp., the Canadian manager (the “ Canadian Manager ”) of the Trust (the “ Extension ”). The Extension is intended to allow management of the Trust to continue to execute its strategy to achieve the Trust’s objectives, including the completion of a liquidity event for Unitholders. In order for the Extension to become effective, it must be approved by not less than 66[2] /3% of votes cast by Unitholders present in person or represented by proxy at the Meeting.

The Board of Trustees of the Trust and the Canadian Manager have determined that the Extension is in the best interests of the Trust. Accordingly, the Board of Trustees of the Trust and the Canadian Manager recommend that Unitholders vote in favour of the Extension.

Attached is a notice of special meeting of unitholders and management information circular of the Trust (the “ Circular ”), which contain important information relating to the Extension and which you are urged to read carefully. If you are in doubt as to how to deal with the matters described in the Circular, you should consult your advisors. All Unitholders are encouraged to attend the Meeting. If you wish to support the Extension, you should read and follow the instructions in the Circular regarding voting in favour of the special resolution, and submit a completed form of proxy or voting information form, as applicable, as soon as possible.

Sincerely,

(signed) Stephen S.B. Preston

Trustee and Chairman NADG NNN Real Estate Investment Trust

Table of Contents

Page FORWARD-LOOKING INFORMATION .............................................................................................. 2 PURPOSE OF THE SPECIAL MEETING ............................................................................................. 2 RECOMMENDATION OF THE BOARD AND THE MANAGERS OF THE TRUST ..................... 3 CONDITIONS TO IMPLEMENTING THE EXTENSION ................................................................... 3 INTERESTS OF MANAGEMENT AND OTHERS ............................................................................... 4 MANAGEMENT CONTRACTS .............................................................................................................. 4 RISK FACTORS ......................................................................................................................................... 5 UNITS AND PRINCIPAL UNITHOLDERS ........................................................................................... 6 AUDITOR, CUSTODIAN AND TRANSFER AGENT .......................................................................... 7 GENERAL PROXY INFORMATION ..................................................................................................... 7 VOTING INFORMATION FOR REGISTERED UNITHOLDERS ..................................................... 8 VOTING INFORMATION FOR NON-REGISTERED UNITHOLDERS .......................................... 9 REGISTERING A PROXYHOLDER .................................................................................................... 11 VOTING OF UNITS ................................................................................................................................. 12 EXERCISE OF DISCRETION BY PROXY .......................................................................................... 12 ADDITIONAL INFORMATION ............................................................................................................ 12 APPROVAL OF THE TRUSTEES......................................................................................................... 12 APPENDIX “A” RESOLUTION .......................................................................................................... A-1

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NADG NNN REAL ESTATE INVESTMENT TRUST

NOTICE OF SPECIAL MEETING OF UNITHOLDERS

TAKE NOTICE that a special meeting of holders (“ Unitholders ”) of class A units, class I units and class U units of NADG NNN Real Estate Investment Trust (the “ Trust ”) will be held at 10:00 a.m. (Toronto - time) on August 4, 2022 virtually via live audio webcast available online using https://virtual meetings.tsxtrust.com/1390 (the “ Meeting ”), for the following purposes:

1. To consider and, if thought appropriate, pass, with or without variation, a special resolution, substantially in the form attached as Appendix “A” to the accompanying management information circular dated June 30, 2022 (the “ Circular ”), authorizing and approving an amendment to the amended and restated declaration of trust dated July 26, 2017 governing the Trust (the “ Declaration of Trust ”) to:

2. (a) extend the term of the Trust to continue in operation for an additional year, from August 17, 2022 to August 17, 2023; and

3. (b) provide for an additional extension of the term of the Trust for a further one-year period beginning on August 17, 2023 where North American Asset Management Corp. determines in its sole discretion that the extension is prudent given prevailing market conditions.

4. To transact such further and other business as may properly come before the Meeting or any adjournment or adjournments hereof.

The nature of the business to be transacted at the Meeting is more fully described in the Circular.

The record date for the determination of Unitholders entitled to receive notice of and to vote at the Meeting is June 24, 2022 (the “ Record Date ”). Only Unitholders of record at the close of business on that date are entitled to receive notice of and to attend and vote at the Meeting.

Registered Unitholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting online at https://virtual-meetings.tsxtrust.com/1390. If you are a registered Unitholder, whether or not you plan to attend the Meeting, you are requested to vote over the internet at www.voteproxyonline.com or to complete, sign, date and return to TSX Trust Company, the transfer agent and registrar of the Trust, the enclosed form of proxy.

If you are a non‐registered Unitholder (for example, if you hold your trust units in an account with a broker, dealer or other intermediary), whether or not you plan to attend the Meeting, you should complete and send the form of proxy or voting instruction form, as applicable, in accordance with the instructions provided by your broker or intermediary. These instructions include the additional step of registering proxyholders with TSX Trust Company, the transfer agent and registrar of the Trust, after submitting your form of proxy or voting instruction form. Non-registered Unitholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but will not be able to vote or submit questions at the Meeting.

DATED at Toronto, Ontario as of the 30 day of June, 2022.

By Order of the Board of Trustees NADG NNN REAL ESTATE INVESTMENT TRUST

By:

(signed) Stephen S.B. Preston Trustee and Chairman

NADG NNN REAL ESTATE INVESTMENT TRUST

MANAGEMENT INFORMATION CIRCULAR

NADG NNN Real Estate Investment Trust (the “ Trust ”) is an unincorporated open-ended trust established in accordance with the laws of the Province of Ontario pursuant to a declaration of trust dated June 8, 2017, as amended and restated on July 26, 2017 (the “ Declaration of Trust ”). The current trustees of the Trust are Stephen S.B. Preston, Robert S. Green, David D. Cooperman, Warren McClure and Thomas C. Wheat (each a “ Trustee ” and collectively, the “ Trustees ”).

On August 17, 2017, the Trust completed an initial public offering pursuant to a final long form prospectus dated July 26, 2017 through the issuance of class A units (“ Class A Units ”), class I units (“ Class I Units ”) and class U units (“ Class U Units ”). The Class A Units, Class I Units and Class U Units are collectively and interchangeably referred to herein as the “ Units ”. Holders of Units are collectively referred to herein as the “ Unitholders ”.

The Trust is externally managed and operated pursuant to a management agreement entered into on August 17, 2017 (the “ Management Agreement ”) with NADG (US), LLLP (“ NADG US ”) and North American Asset Management Corp. (the “ Canadian Manager ”). Effective April 1, 2019, NADG US assigned its obligation to perform services pursuant to the Management Agreement and its right to receive fees for those services to North American Realty Services, LLLP (“ NARS ” or the “ U.S. Manager ”, and together with the Canadian Manager, the “ Managers ”), an entity affiliated with NADG US and the Canadian Manager. NARS is the provider of asset management and acquisition services to NADG NNN Property Fund, LP (the “ NADG U.S. REIT ”), a parallel investment vehicle domiciled in the U.S. with similar objectives to those of the Trust.

The Trust’s objectives are to: (a) indirectly acquire, own and lease a portfolio of interests in diversified income-producing commercial real estate properties in the U.S. (“ Properties ”) with a focus on outparcel properties leased to national or regional operators pursuant primarily to triple-net leases; (b) enhance the potential for long-term growth of capital; (c) generate cash flow from operations to achieve targeted annualized pre-tax distribution yield; and (d) initiate and complete a Liquidity Event (as defined below).

For these purchases, a “ Liquidity Event ” is defined as (a) the listing of the Units on a stock exchange or the exchange of Units for securities listed on a stock exchange, (b) the sale of the Trust’s portfolio of Properties, securities of the Trust’s subsidiaries or investee entities directly or indirectly holding Properties or the Units for cash or securities listed on a stock exchange or a combination of cash and securities listed on a stock exchange, (c) a transaction which provides the Unitholders with comparable liquidity that such holders would have if the Units were listed on a stock exchange, whether by means of a reverse take-over, merger, amalgamation, arrangement, take-over bid, insider bid, reorganization, joint venture or similar transaction or other combination with a public issuer, (iv) a transaction involving a combination of the Trust’s portfolio of Properties with one or more other portfolios of Properties (whether owned, controlled or managed by a related party or otherwise), (e) a direct or indirect initial public offering or listing of securities of an existing or newly created entity that owns or will own all or substantially all of the Trust’s Properties (whether as a result of a reorganization, combination, merger or other similar transaction), or (f) an event similar to those described in items (a) to (e) above and designated as a Liquidity Event by the independent Trustees.

The Trust’s activities are conducted indirectly through its subsidiaries and investee entities. As such, in order to acquire ownership interests in Properties, the Trust has invested in NADG NNN Investment L.P. (the “ Investment LP ”), a limited partnership formed under and governed by the laws of the Province of Ontario, which in turn has invested in NADG NNN Holding L.P. (the “ Holding LP ”), a

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U.S. limited partnership formed under and governed by the laws of the State of Delaware. The general partners of both Investment LP and Holding LP are directly or indirectly owned by the Managers. The Holding LP and NADG U.S. REIT each own 50% of the issued and outstanding units of another U.S. limited partnership (the “ Joint Venture ”) which owns all of the investment properties that have been jointly acquired by the Trust and NADG U.S. REIT. As at June 30, 2022, the Trust has co-invested in 54 properties with the NADG U.S. REIT on a 50/50 basis.

For further information about the Trust, see the Trust’s audited annual financial statements and management’s discussion and analysis for the year ended December 31, 2021, as field under the Trust’s profile on SEDAR at www.sedar.com or on the Trust’s website at www.nadgnnn.com.

FORWARD-LOOKING INFORMATION

Certain statements in this management information circular (“ Circular ”) include information that is forward-looking information within the meaning of applicable Canadian securities laws. These statements are not historical facts and represent management’s beliefs and expectation of future events, results, circumstances, performances based on information currently available to management. Such statements can generally be identified by the use of forward-looking terminology such as “will”, “may”, “outlook”, “objective”, “purpose”, “expect”, “anticipate”, “intend”, “plan”, “project”, “forecast”, “believe”, “budget”, or “continue”, as well as other similar expressions suggesting future outcomes and events, and include statements in the section “Recommendation of the Board and the Managers of the Trust”. These forward-looking statements are based upon assumptions and estimates that management believes are reasonable, relevant and current; however, there is no assurance that actual future results, conditions, actions or events will be as expected, predicted, or implied in this Circular. The readers are cautioned not to put undue reliance on forward-looking statements as they are subject to inherent risks and uncertainties including those explained under the “Risk and Uncertainties” section in the Trust’s most recent annual or any subsequently filed Management’s Discussion and Analysis available under the Trust’s profile on SEDAR at www.sedar.com, or under the “Risk Factors” section herein. Factors that can cause actual results to differ from management projections include, but are not limited to, general market conditions, financial risks related to debt financing as well as interest rate fluctuations, tax related matters, regulatory and statutory developments, competition, operational matters such as re-tenanting, tenant defaults and bankruptcies, potential environmental liabilities, and catastrophic events such as earthquake and hurricanes. The Trust undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

PURPOSE OF THE SPECIAL MEETING

As set forth in the accompanying notice of special meeting of Unitholders of the Trust (the “ Notice ”), Unitholders are being asked to consider and vote upon a special resolution (the “ Resolution ”), substantially in the form attached as Appendix “A” to this Circular, authorizing and approving an amendment to the amended and restated declaration of trust dated July 26, 2017 governing the Trust (the “ Declaration of Trust ”) to:

1. extend the term of the Trust to continue in operation for an additional year, from August 17, 2022 to August 17, 2023; and

2. provide for an additional extension of the term of the Trust for a further one-year period beginning on August 17, 2023 where the Canadian Manager determines in its sole discretion that the extension is prudent given prevailing market conditions,

(collectively, the “ Extension ”).

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The Extension is intended to allow the management of the Trust to continue to execute its strategy to achieve the Trust’s objectives, including the completion of a Liquidity Event.

This Circular is furnished in connection with the solicitation of proxies by management of the Trust to be used at the Meeting, or at any adjournment thereof. Solicitation of proxies will be by mail and may be supplemented by telephone or other personal contact by representatives or agents of the Trust, without additional compensation.

RECOMMENDATION OF THE BOARD AND THE MANAGERS OF THE TRUST

The Board of Trustees of the Trust and the Managers have determined that the Extension is in the best interest of the Trust. Accordingly, the Board of Trustees of the Trust and the Managers recommend that Unitholders vote in favour of the Resolution.

The independent Trustees recommend that the Extension be put to Unitholders for their consideration on the basis that it achieves a fair and reasonable result for the Trust.

The reasoning for the recommendation stems primarily from two elements impacting the ultimate expected value and consideration that could be received by Unitholders at the completion of a Liquidity Event. The first of which relates to the current positive momentum being experienced and realized outside of the Trust by the Managers from attractive capital deployment opportunities that could provide increased scale for a potential Liquidity Event (“ First Reason ”). The second reason identified for the Extension is related to the current state of the capital markets (both public and private) in the wake of the recent interest rate increases by the central banks and other global geopolitical events and uncertainties (“ Second Reason ”).

With respect to the First Reason, the Board of Trustees and the Managers anticipate that one option for a Liquidity Event could be in the form of a combination of the Trust’s portfolio of Properties with one or more other portfolios of Properties (whether owned, controlled or managed by a related party or otherwise). The Managers have been observing attractive capital deployment opportunities further to which a future Liquidity Event could provide increased scale at attractive financial fundamentals in connection with portfolios owned by a related party or otherwise. A Liquidity Event that includes the combination of the Trust’s portfolio of Properties with a portfolio of Properties from a related party or otherwise would likely benefit from increased scale to attract interest from potential capital sources. A Liquidity Event involving a related party would only be completed if any requisite approvals from Unitholders are received pursuant to applicable laws governing such transactions and the Declaration of Trust.

With respect to the Second Reason, any of the potential identified options for a Liquidity Event can be expected to be impacted by the status of the capital markets (both public and private markets). In the wake of recent interest rate increases by the Federal Reserve and Bank of Canada, along with other current global geopolitical events and uncertainties, capital markets have been relatively volatile in comparison to what would be an ideal landscape for some forms of a Liquidity Event. The Board of Trustees and Managers anticipate that markets will revert to being more stabilized (less volatile) through the term of the Extension which would provide the Trust with more flexibility around the timing, and structure of a Liquidity Event.

CONDITIONS TO IMPLEMENTING THE EXTENSION

The Extension is subject to Unitholder approval. In order to become effective, the Resolution must be approved by at least 66[2] /3% of the votes cast by the Unitholders voting on such resolution. In order to avoid any potential conflict of interest, any Units held by the Trustees, individuals acting in the capacity of executive officers of the Trust, the Managers and executive officers of the Managers will not be voted at the Meeting.

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INTERESTS OF MANAGEMENT AND OTHERS

Interests of Informed Persons in Material Transactions

There were no material interests, direct or indirect, of the Trustees, individuals acting the capacity of executive officers of the Trust, persons who beneficially owns more than 10% of the Units, or any known associate or affiliate of such persons, or any other informed person (as defined in National Instrument 51102), in any transaction of the Trust during the Trust’s last financial year or in any proposed transaction of the Trust which has materially affected or would materially affect the Trust, other than the following:

• (a) As compensation for services provided by the Managers (which are affiliated with certain Trustees) under the Management Agreement, the Trust pays asset management fees and acquisition fees, calculated as per the terms of the Management Agreement (see “ Management Contracts ” below). Such fees were initially payable to the Managers in the form of Units, up to a cumulative maximum amount of $1 million. Fees earned by the Managers in excess of $1 million, are payable in cash or Units in the Trust at the Managers’ option. Any portion of the fees which are not paid when due bears interest from the date due to the date paid at a rate of 6% per annum. Since January 1, 2021, the Trust paid an aggregate of $339,977 in cash, in respect of fees for the fiscal year, to the Managers;

• (b) As the U.S. Manager owns 100,000 Class U Units in the Trust, the Trust pays distributions to the U.S. Manger for its pro-rata share of distribution payable to all Unitholders. Since January 1, 2021, the Trust paid an aggregate of $46,833 in cash, in respect of distributions for the fiscal year, to the U.S. Manager; and

• (c) The Joint Venture pays fees to an entity affiliated with the Managers and certain Trustees for property management services. Since January 1, 2021, such fees amounted to an aggregate of $207,241, of which the Trust’s share was $103,621.

Interests of Certain Persons and Companies in Matters to be Acted Upon

If the Resolution is passed, the Managers and Trustees will continue to receive fees during the extension period.

No person who has been a director or an executive officer of the Manager at any time since the beginning of the Trust’s last financial year or any associate or affiliate of any such director or executive officer has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

MANAGEMENT CONTRACTS

Pursuant to the Management Agreement, the Managers have been appointed as the sole and exclusive managers of the affairs of the Trust. The Managers are responsible for providing the Trust with the strategic, advisory, asset management, administrative, property management, leasing, construction management and administrative services necessary to manage the day-to-day operations of the Trust and the Trust’s portfolio of properties. The services provided by the Managers under the terms of the Management Agreement include, without limitation: (a) the structuring of the Trust, the Investment LP and the Holding LP, (b) liaising with legal and tax counsel, (c) identifying and sourcing of properties for acquisition, (d) conducting due diligence on the properties identified for acquisition; (d) maintaining ongoing relationships with real estate brokers and lenders in respect of the mortgage loans for the properties, (e) conducting continuous analysis of market conditions to monitor the Holding LP’s investment in the

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properties, (f) advising the Holding LP with respect to the disposition of the properties, (g) providing investor communication and reporting services to the Holding LP, and (h) doing all such other acts or things and entering into agreements or documents on behalf of the Trust and/or Holding LP to seek to achieve the objectives of the Trust. The address of the Canadian Manager is 600 – 1741 Lower Water Street, Halifax, Nova Scotia, B3T 0J2 and the address of the U.S. Manager is 2851 John Street, Suite One, Markham, Ontario, Canada L3R 5R7.

Pursuant to the Management Agreement, the U.S. Manager is paid an asset management fee by the Holding LP in an annual amount equal to 1.0% of the Trust’s net asset value. In addition, the U.S. Manager is paid an acquisition fee by the Holding LP in an amount equal to 1.0% of the gross acquisition cost of each property (or interest in a property) acquired by the Trust, which acquisition fee includes the purchase price, due diligence costs, closing costs, legal fees, and additional capital costs for all properties indirectly acquired by the Trust, payable on closing of such acquisition. During the fiscal year ended December 31, 2021, the Holding LP paid to the U.S. Manager $339,977 in asset management fees and $NIL in acquisition fees.

The name, municipality of residence and office with the Canadian Manager of each of the directors and executive officers of the Canadian Manager is set out below.

Name and Municipality of Residence John W.S. Preston, Palm Beach, FL Robert S. Green, Toronto, ON	Office with the Canadian Manager
	Director and President Director and Secretary

The name, municipality of residence and office with the U.S. Manager of each of the directors and executive officers of the U.S. Manager is set out below.

==> picture [464 x 36] intentionally omitted <==

----- Start of picture text -----

Name and Municipality of Residence Office with the U.S. Manager
John W.S. Preston, Palm Beach, FL Director and President
----- End of picture text -----

John W.S. Preston, Palm Beach, FL	Director and President
Robert S. Green, Toronto, ON	Director, Vice President, Treasurer, Secretary
Stephen S.B. Preston, Dallas, TX	Vice President
Jeffrey W. Preston, Palm Beach, FL	Vice President

RISK FACTORS

Liquidity Event

Although the Trust intends to complete a Liquidity Event within the time period covered by the Extension, there can be no assurance that the Trust will be wound up or that Unitholders will receive a return of their invested capital by that time.

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In particular, the Trust (through Holding LP) and NADG U.S. REIT each own 50% of the issued and outstanding units of the Joint Venture that owns all of the investment properties that have been jointly acquired by the Trust and NADG U.S. REIT. The Joint Venture involves certain risks, including the risk that the co-ownership arrangements may inhibit the Managers’ ability to sell an interest in a Property or the Joint Venture within the time frame or otherwise on the basis the Manager desires, thereby impacting on the ability of the Managers to complete a Liquidity Event within a specified time frame or at all. There may be a limited market for the Trust’s partial interest in the Properties and, as such, the Managers may be unsuccessful in identifying potential purchasers to affect a sale of the Properties. In addition, the Manager may not obtain the NADG U.S. REIT’s consents required to complete a Liquidity Event.

Further, while the First Reason contemplates that a Liquidity Event that includes the combination of the Trust’s portfolio of Properties with a portfolio of Properties from a related party or otherwise which would likely benefit from increased scale, there can be no guarantee that a Liquidity Event will involve a related party, will produce any particular outcome for Unitholders or will be a better result than could be achieved for Unitholders if a Liquidity Event was required to be undertaken by August 17, 2022.

Alternate Opportunities

If the Resolution does not receive the requisite Unitholder approval authorizing the Extension to allow the management of the Trust to continue to execute its strategy to achieve the Trust’s objectives, including the completion of a Liquidity Event, the Trust will be required pursue a Liquidity Event by August 17, 2022. Real property investments tend to be relatively illiquid, with the degree of liquidity generally fluctuating in relation to demand for and the perceived desirability of such investments. Such illiquidity may limit the Trust’s ability to complete a Liquidity Event on desirable terms by August 17, 2022. Accordingly, there is a risk the proceeds realized by the Trust from such sale might be significantly less than the aggregate carrying value of its properties which would have an adverse effect on the amount of cash available for distribution to Unitholders.

Current and Future Economic Environments

With respect to the Second Reason, concerns and uncertainty over whether the economy will be adversely affected by inflation, stagflation, unemployment, geopolitical issues, the availability and cost of credit, and other market conditions have resulted in relatively volatile capital markets in comparison to what would be an ideal landscape for some forms of a Liquidity Event. However, there can be no guarantee that any of these issues will improve during the Extension or that new concerns will not arise, resulting in the Trust having no greater (or even less) flexibility around the timing and structure of a Liquidity Event, ultimately having an adverse effect on the amount of cash available for distribution to Unitholders.

UNITS AND PRINCIPAL UNITHOLDERS

As at June 24, 2022, there were 2,220,750 Class A Units, 684,300 Class I Units and 967,400 Class U Units issued and outstanding for a total of 3,872,450 Units.

As at June 24, 2022, to the knowledge of the Managers, no person owns of record more than 10% of the outstanding Units of the Trust.

As at June 24, 2022, the Trustees, individuals acting in the capacity of executive officers of the Trust, the Manager and executive officers of the Managers, collectively, held 100,000 Class U Units.

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AUDITOR, CUSTODIAN AND TRANSFER AGENT

The auditor of the Trust is KPMG LLP, Chartered Professional Accountants, Licensed Public Accountants. The principal office of the auditor is 333 Bay Street, Suite 4600, Toronto, Ontario M5H 2S5.

The registrar and transfer agent of the Trust is TSX Trust Company (the “ Transfer Agent ”). The principal office of the registrar and the place where the securities register for the Units is kept is located at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1.

GENERAL PROXY INFORMATION

Virtual Only Format

The Meeting will be held in a virtual only format and conducted via live audio webcast available online using https://virtual-meetings.tsxtrust.com/1390. At this website, Unitholders will be able to participate in the Meeting, submit questions and vote their Units while the Meeting is being held.

A summary of the information Unitholders will need to attend the online Meeting is provided below. The Meeting will begin at 10:00 a.m. (Toronto time) on August 4, 2022 and can be accessed online at https://virtual-meetings.tsxtrust.com/1390. Registered Unitholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting. Non-Registered Holders who have not duly appointed themselves as proxyholder will be able to attend the Meeting but can only attend as a guest and will not be able to vote or submit questions at the Meeting.

Record Date and Quorum

Only holders of record of whole Units at the close of business on June 24, 2022 will be entitled to receive notice of the Meeting and to vote in respect of the matters to be voted at the Meeting, or any adjournment thereof, including the Resolution. With respect to each matter properly before the Meeting, a Unitholder shall be entitled to one vote for each Unit registered in the name of such Unitholder.

Pursuant to the Declaration of Trust, a quorum at the meeting will consist of Unitholder(s) present virtually or by proxy representing not less than 10% of the Units then outstanding. If a quorum of Unitholders is not constituted within 30 minutes from the time fixed for holding the meeting, the meeting will be adjourned by the Chair of the meeting. The Unitholders present at any such adjourned meeting will constitute a quorum.

Participation by Registered Unitholders and Duly Appointed Proxyholders

Registered Unitholders that have a 12-digit control number located on their Form of Proxy (as defined below), along with duly appointed proxyholders who were assigned a meeting access number by the Transfer Agent (see “Registering a Proxyholder” below), will be able to vote and submit questions during the Meeting. To do so, please go to https://virtual-meetings.tsxtrust.com/1390 at least 15 minutes prior to the start of the Meeting to login. Click on “I have a control number” if a Registered Unitholder or “I have a Meeting Access Number” if a duly appointed proxyholder and enter your 12-digit control number or meeting access number along with the password “nnn2022” (case sensitive).

If a Unitholder who has submitted a proxy attends the Meeting via webcast, any votes cast by such Unitholder on a ballot will be counted and the submitted Form of Proxy will be revoked and disregarded.

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It is important that registered Unitholders and duly appointed proxyholders eligible to vote at the Meeting are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is the responsibility of each registered Unitholder and duly appointed proxyholder to ensure connectivity for the duration of the Meeting. Accordingly, Unitholders are encouraged to vote in advance of the Meeting to ensure their votes are counted.

Participation by Non-Registered Holders

Non-Registered Holders who have not appointed themselves as proxyholder to vote at the Meeting - but who wish to attend the Meeting virtually will only be able to attend as a guest by going to https://virtual meetings.tsxtrust.com/1390 at least 15 minutes prior to the start of the Meeting and clicking on “I am a guest”. Such Non-Registered Holders will be able to listen to the Meeting but will not be able to vote or submit questions.

VOTING INFORMATION FOR REGISTERED UNITHOLDERS

A holder of Units is a registered Unitholder if shown on the list of holders of Units kept by TSX Trust Company, as registrar and transfer agent of the Trust, on the record date for the Meeting, in which case a unit certificate will have been issued to the Unitholder which indicates the Unitholder’s name and the number of Units owned by the Unitholder. Registered holders of Units will receive with this Circular a form of proxy (a “Form of Proxy”) from the Transfer Agent representing the Units held by the registered Unitholder. Registered Unitholders are requested to vote their Units in advance of the proxy voting deadline of 10:00 a.m. (Toronto time) on August 2, 2022, or if the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to such adjourned or postponed Meeting, whether or not they plan to virtually attend the Meeting. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

Registered Unitholders may vote their Units in two ways:

• Vote by proxy (online, by email, by facsimile or by mail); or

• Attend the Meeting and vote online.

Voting by Proxy

In addition to this Circular, registered Unitholders will also be sent a Form of Proxy. You may vote online by going to www.voteproxyonline, entering your 12-digit control number and providing your voting instructions, by facsimile by completing, dating and signing the form of proxy and returning it by facsimile to the Transfer Agent at 416-595-9593 or by email at tmxeinvestorservices@tmx.com. Alternatively, proxies or instructions may also be deposited at the offices of TSX Trust Company at 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1, so as not to arrive later than 10:00 a.m. (Toronto time) on August 2, 2022. If the Meeting is postponed or adjourned, proxies or instructions to the Transfer Agent must be deposited 48 hours (excluding Saturdays, Sundays and holidays) before the time set for any reconvened meeting at which the proxy or instructions are to be used.

The persons named in such Form of Proxy are Trustees or officers of the Trust. A Unitholder may appoint as proxyholder a person or company (who need not be a Unitholder), other than any person(s) or company(ies) designated by management of the Trust in the form of proxy, to attend and act on such Unitholder’s behalf at the Meeting or at any adjournment thereof. Such right may be exercised by either inserting such other desired proxyholder’s name in the blank space provided on the form of proxy or by completing another proper form of proxy. Registered Unitholders who wish to appoint a third-party proxyholder to represent them at the Meeting must submit their Form of Proxy and follow the

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instructions set out under “Registering a Proxyholder” in order to register such proxyholder with the Transfer Agent in advance of the Meeting. Registering your proxyholder is an additional step to be completed AFTER you have submitted your Form of Proxy. Failure to register the proxyholder will result in the proxyholder not receiving a meeting access number that is required to participate in and vote at the Meeting.

The Form of Proxy (or any other document appointing a proxy) must be in writing and completed and signed by a Unitholder or his or her attorney authorized in writing or, if the Unitholder is a corporation, by an officer or attorney thereof duly authorized. Persons signing as officers, attorneys, executors, administrators and trustees or similarly otherwise should so indicate and provide satisfactory evidence of such authority.

Revocation of Proxy

A registered Unitholder who has given a proxy pursuant to this solicitation may revoke it as to any matter on which a vote has not already been cast pursuant to its authority by an instrument in writing executed by the Unitholder or by the attorney of such Unitholder authorized in writing or, if the registered Unitholder is a corporation, by an officer or attorney thereof duly authorized, and deposited with TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, Attention: Proxy Department or by facsimile at (416) 595-9593, on or before the last business day preceding the day of the Meeting or any adjournment thereof at which the form of proxy is to be used, or in any other manner permitted by law.

If a Unitholder who has submitted a proxy attends the Meeting via webcast, any votes cast by such Unitholder on a ballot will be counted and the submitted Form of Proxy will be revoked and disregarded.

Voting at the Meeting

While encouraged to vote ahead of the meeting in accordance with the instructions set out under “Voting by Proxy”, a registered Unitholder that wishes to vote his, her or its Units personally at the Meeting does not need to complete and return the Form of Proxy. To vote online during the Meeting:

• Log in at https://virtual-meetings.tsxtrust.com/1390 at least 15 minutes before the Meeting starts;

• Click on “I have a control number”;

• Enter your 12-digit control number;

• Enter the password: “nnn2022” (case sensitive); and

• Vote.

If you attend the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to log in to the Meeting online and complete the related procedures. The votes of registered Unitholders who elect to vote at the Meeting will be taken and counted at the Meeting. Accordingly, Unitholders are encouraged to vote in advance of the Meeting to ensure their votes are counted.

VOTING INFORMATION FOR NON-REGISTERED UNITHOLDERS

Information set forth in this section is very important to persons who hold Units other than in their own names. Most holders of Units are “non-registered” Unitholders because the Units they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Units. A holder of Units is a non-registered (or beneficial) Unitholder (a “ Non-Registered Holder ”) if the Unitholder’s Units are registered either:

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• (a) in the name of an intermediary (an “ Intermediary ”) that the Non-Registered Holder deals with in respect of the Units, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, RDSPs, TFSAs and similar plans; or

• (b) in the name of a clearing agency (such as CDS & Co.) of which the Intermediary is a participant should note that only proxies or instructions deposited by securityholders whose names are on the records of the Fund as the registered holders of Units can be recognized and acted upon at the Meeting.

Non-Registered Holders should note that only proxies or instructions deposited by securityholders whose names are on the records of the Trust as the registered holders of Units can be recognized and acted upon at the Meeting.

Non-Registered Holders may vote their Units in two ways:

• Vote by proxy (in accordance with the applicable voting instruction form); or

• Attend the Meeting and vote online.

Delivery of Proxy-Related Materials to Non-Registered Holders

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about them to the Trust are referred to as non-objecting beneficial owners (“ NOBOs ”). Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about them to the Trust are referred to as objecting beneficial owners (“ OBOs ”). In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), the Trust has elected to send copies of the Meeting materials indirectly to the NOBOs and OBOs through their Intermediaries. Management of the Trust does not intend to pay for Intermediaries to forward the meeting materials to OBOs under NI 54-101 and Form 54-101F7 – Request for Voting Instructions Made by Intermediary , and that in the case of an OBO, the OBO will not receive the materials unless the OBO’s Intermediary assumes the cost of delivery.

Voting by Proxy

Applicable regulatory policy in Canada requires brokers and other intermediaries to seek voting instructions from Non-Registered Holders in advance of securityholders’ meetings. Every broker or other intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Holders in order to ensure that their Units are voted at the Meeting. Often, the voting instruction form (the “ VIF ”) supplied to a Non-Registered Holder by its broker is identical to that provided to registered securityholders. However, its purpose is limited to instructing the registered securityholder how to vote on behalf of the Non-Registered Holder. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Solutions (“ Broadridge ”). Broadridge typically prepares a machine-readable VIF, mails those forms to the Non-Registered Holders and asks Non-Registered Holders to return the VIF to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions representing the voting of the securities to be represented at the Meeting. The VIF must be returned to Broadridge (or other intermediary) well in advance of the Meeting in order to have the Units voted. A Non-Registered Holder receiving a VIF cannot use that VIF to vote Units directly at the Meeting. You may also vote using the following methods:

• Online – Go to www.proxyvote.com, enter your 16-digit control number and provide your voting instructions.

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• Telephone – Call the toll-free number listed on your voting instruction form from a touch tone phone and follow the automatic voice recording instructions to vote. You will need your 16-digit control number to vote.

Revocation of Proxy

A Non-Registered Holder giving a proxy may revoke the proxy by contacting his or her Intermediary in respect of such proxy and complying with any applicable requirements imposed by such Intermediary. An Intermediary may not be able to revoke a proxy if it receives insufficient notice of revocation.

Voting at the Meeting

Although Non-Registered Holders may not be recognized directly at the Meeting for the purposes of voting Units registered in the name of CDS & Co. or their broker or other intermediary, a Non-Registered Holder may virtually attend the Meeting as proxyholder for the registered holder and vote their Units in that capacity. Non-Registered Holders who wish to virtually attend the Meeting and vote their own Units as proxyholder for the registered holder should enter their own names in the blank space on the VIF provided to them and return the same to their broker, intermediary or agent in accordance with the instructions provided by such broker, intermediary or agent well in advance of the Meeting and follow the instructions set out under “Registering a Proxyholder” for registering themselves as a proxyholder with the Transfer Agent in advance of the Meeting. Registering your proxyholder is an additional step to be completed AFTER you have submitted your Form of Proxy. Failure to register the proxyholder will result in the proxyholder not receiving a meeting access number that is required to participate in and vote at the Meeting.

Non-Registered Holders who have appointed themselves as proxyholders and received a meeting access number to join the Meeting, must follow the steps outlined below:

• Log in at https://virtual-meetings.tsxtrust.com/1390 at least 15 minutes before the Meeting starts;

• Click on “I have a Meeting Access Number”;

• Enter your 12-digit meeting access number;

• Enter the password: “nnn2022” (case sensitive); and

• Vote.

If you have appointed yourself as a proxyholder to vote your Units at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to log in to the Meeting online and complete the related procedures.

REGISTERING A PROXYHOLDER

Unitholders who wish to appoint a third-party proxyholder to represent them at the Meeting, including Non-Registered Holders who wish to appoint themselves as proxyholder to attend and vote at the Meeting, must submit their Form of Proxy or VIF, as applicable, prior to registering a proxyholder. Registering a proxyholder is an additional step Unitholders will need to complete after submitting a Form of Proxy or VIF. Failure to register a proxyholder will result in the proxyholder not receiving a meeting access number to participate in the Meeting. To register a proxyholder, Unitholders must complete the form to request a meeting access number found at the following website: https://tsxtrust.com/resource/en/75 and return the form according to the instructions included on the form via email to: TSXTrustProxyVoting@tmx.com not later than 10:00 a.m. (Toronto time) on August 2, 2022, or if the Meeting is adjourned or postponed, not less 48 hours, excluding Saturdays, Sundays and holidays,

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prior to such adjourned or postponed Meeting , and provide the Transfer Agent with their proxyholder’s contact information so that the Transfer Agent may provide the proxyholder with a meeting access number via email. Without a meeting access number, proxyholders will not be able to participate online at the Meeting.

VOTING OF UNITS

Units represented by proxies will be voted in accordance with the instructions of the Unitholder on any ballot that may be called for and, if the Unitholder specifies a choice with respect to any matter to be acted upon at the Meeting, Units represented by properly executed proxies will be voted accordingly. If no specification is made to withhold the Units from voting, the persons designated by management of the Trust in the enclosed form of proxy will vote the Units in favour of the Resolution.

The Trust’s registrar and transfer agent, TSX Trust Company, will serve as independent scrutineer at the Meeting, and will tabulate all votes at the Meeting.

EXERCISE OF DISCRETION BY PROXY

The Form of Proxy confers discretionary authority upon the persons named therein with respect to amendments to matters identified in the Notice and with respect to such other matters as may properly come before the Meeting or any adjournment thereof. At the date of this Circular, the Trustees and management of the Trust are not aware of any amendments or other matters to come before the Meeting other than the matters referred to in the Notice. With respect to amendments to matters identified in the Notice or other matters that may come before the Meeting, Units represented by proxies will be voted by the persons so designated in their discretion.

ADDITIONAL INFORMATION

Additional information regarding the Trust is available on SEDAR at www.sedar.com. Financial information is provided in the Trust’s audited annual financial statements and management’s discussion and analysis for the year ended December 31, 2021. Copies of all of these documents may be obtained from the Managers upon sending a request to 2851 John Street, Suite One, Markham, Ontario, L3R 5R7.

APPROVAL OF THE TRUSTEES

The Board of Trustees has approved the contents and the sending of this Circular to the Unitholders of the Trust.

DATED at Toronto, Ontario as of the 30[th] day of June, 2022.

NADG NNN REAL ESTATE INVESTMENT TRUST

By: (signed) Stephen S.B. Preston

Trustee and Chairman

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APPENDIX “A” RESOLUTION

UNITHOLDERS OF NADG NNN REAL ESTATE INVESTMENT TRUST

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. The amended and restated declaration of trust dated July 26, 2017 governing the Trust (the “ Declaration of Trust ”) be amended to:

2. (a) extend the term of the Trust to continue in operation for an additional year, from August 17, 2022 to August 17, 2023; and

3. (b) provide for an additional extension of the term of the Trust for a further one-year period beginning on August 17, 2023 where North American Asset Management Corp. determines in its sole discretion that the extension is prudent given prevailing market conditions

(collectively, the “ Extension ”).

1. The Trustees of the Trust are hereby authorized to enter into and execute an amendment to the Declaration of Trust in order to effect the Extension.

2. North American Realty Services, LLLP and North American Asset Management Corp. are hereby authorized and directed, as managers of the Trust, to take such action and negotiate, approve, execute and deliver all such certificates, documents, authorizations, agreements and instruments or other documentation and to take any and all such further action as may be necessary or desirable in connection with or to implement the matters contemplated in this resolution.

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