Northview Fund managed by Starlight Group Property Holdings Inc.entered into an agreement to acquire Galaxy Portfolio from Galaxy Value Add Fund LP and KingSett Capital for CAD 455 million on June 12, 2023.Twelve properties beneficially owned by Galaxy Value Add Fund LP (the ?AB/ON/NS/QB Portfolio?) will be by the Northview Fund for approximatelyCAD 453 million withCAD 209 million in mortgages and CAD 40 million in credit facilities assumed, and the balance of the purchase price satisfied in Class C Units of the Fund. the issuance of up to 13,717,134 Class C units at a deemed issue price of $15.06 (the ?Transaction Issue Price?) (being approximately CAD 207 million of Class C Units) to the Galaxy. MI 61-101 requires approval of each of the Galaxy Transaction to be received from a majority of the votes attached to the Units voted by disinterested Unitholders voting separately on a class-by-class basis.

The Fund has also applied to the Commissions for exemptive relief from the requirement to obtain a formal valuation of the Exchangeable LP Units (the ?Valuation Exemption?) on the basis that such units are, upon conversion of the underlying Class C Units, economically equivalent to the Class A Units, which are listed on the Toronto Stock Exchange. There can be no assurance that the Class Voting Exemption or the Valuation Exemption will be granted by the Commissions. The Galaxy Portfolio will be owned by New Subsidiary LP.

Closing of the Acquisitions is expected to occur in early August 2023. CIBC World Markets Inc. is acting as financial advisor to Northview Fund in connection with the Transaction. Charles Pennock, Rob Penteliuk and Shaun Quennell of Origin Merchant Partners has provided a fairness opinion and acted as financial advisor to the Special Committee in connection with the Transaction and is providing the independent formal valuations of the AB/ON/NS/QB Portfolio.

Blake, Cassels & Graydon LLP is counsel to the Northview Fund and Wildeboer Dellelce LLP is counsel to the Special Committee. RBC Capital Markets Inc. acted as financial advisor to KingSett Capital Inc.