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Levante Living Trust

Investor Eligibility : RRSP, TFSA, RESP, RRIF, RDSP, LIF, LIRA, FHSA
Minimum Investment : $10,000
Total Target Return : Offering

December 2023 : Open Online
Compliance : 20230628IB

Levante Living Trust : The Levante Difference

4 Ways Levante Distinguishes Itself in the Marketplace

Experience

Levante’s management has over 30 years of experience in the senior living sector and over 30 years of experience in financial services.

Value Creation Strategy

Develop operational efficiencies (rent, care, and ancillary services), improve margins, and boost occupancy rates.

Mid-Market Residences

Levante’s management has chosen to focus on mid- market senior living residences outside of larger downtown areas.

Creating a Stellar Team

Management believes that investing in quality team members gives us an edge. Company culture, both within our residences and at our head office, is incredibly important to us.

Levante Living Trust : Why Levante

  • Capitalize on the growing demand for senior housing.

  • Participate in consolidating a fragmented senior living market in Canada.

  • Eligible for registered plans (RRSP, TFSA, RESP, LIRA, RDSP, LIF, FHSA).

  • The potential to benefit from cap rate compression, margin expansion and operational efficiencies.

  • Acquisition growth strategy.

  • Leverage the experience of a successful senior living management team.

  • Potential exit opportunities.

  • Potential to generate long-term, consistent returns.

Levante Living Trust : Levante Value Creation Strategy

Levante Value Creation Strategy Contributing Expertise, Generating Value

Occupancy

  • Marketing evaluation

  • Staff training

  • “Refreshment” or renovation of rooms

  • Improving senior living services within the residence

Rates

  • Assessment of rental care rates in area

  • Creation of care packages (applicable charges for care given within residence)

  • “Refreshment” or renovation of rooms

Efficiencies (Consolidate operational costs)

  • IT

  • Inventory management

  • Supplier incentive programs

  • Internal process improvements

  • Marketing

Redevelopment

  • Updating residences to enhance the experience of residents, increase occupancy, and increase appraisal values

Levante Living Trust : Offering

(1) Distributions are not guaranteed. The expectation, timing and payment of distributions are based on various assumptions and subject to certain risks, see "Legal Notice" and “Forward-Looking Statements.”
(2) As at December 31, 2022, the AUM attributable to Class C units of the Partnership was approximately $66 million, resulting in a redemption limit of $825,000 for 2023

(3) See Offering Memorandum for terms of the securities.

Levante Living Trust : Disclaimer & Appendix

RISK FACTORS

Investment in securities of the Fund involves a degree of risk and is suitable only for investors who can withstand the loss of their investment. No assurance, representation, or warranty can be given that the Fund’s investment objectives will be achieved or that investors will receive a return of their invested capital.

Disclaimer An offering memorandum dated May 26, 2023, (the “Offering Memorandum”) containing important information relating to the securities described in this document (the “Securities”) has been filed with the securities regulatory authorities in each of the jurisdictions where a distribution has occurred or will occur pursuant to the Offering Memorandum. A copy of the Offering Memorandum is required to be delivered to you at the same time or before you sign the agreement to purchase the Securities described in this document pursuant to the Offering Memorandum. This document does not provide disclosure of all information required for an investor to make an informed investment decision. Investors should read the Offering Memorandum of Levante Living Trust (the “Fund”) especially the risk factors relating to the Fund and the Securities offered, before making an investment decision.
Legal Notice An investment in the Fund is speculative and involves a high degree of risk. Investors should be aware that this investment has not only the usual risks associated with the financial ability of the Fund to make cash distributions but also risks associated with acquiring, operating, developing and managing senior living facilities and related health care businesses in Canada (such as home care and medical service businesses) to be conducted by the Fund and Levante Living Limited Partnership (the “Partnership”). This is a risk that an investment in the Fund will be lost entirely or in part. Only investors who are willing to rely solely upon the ability, expertise, judgment, discretion, integrity and good faith of management of the Fund, the Partnership and the officers of Levante Living GP Inc. (the “General Partner” and, the officers of the General Partner, together with management of the Fund and the Partnership, “Management”), who do not require immediate liquidity of their investment and who can afford the loss of their entire investment should consider an investment in the Fund. Prospective investors should read the entire Offering Memorandum and consult with their own professional advisors to ascertain and assess the income tax, legal, risks and other aspects of their investment in the Fund before making an investment. There is no guarantee of performance, and past or projected performance is not indicative of future results. No person has been authorized to give any information or to make any representation not contained in this document or the Offering Memorandum. No securities regulatory authority has assessed the merits of, or expressed an opinion about the Securities, the information contained in this document or the Offering Memorandum. The Securities will only be offered and sold in such jurisdictions where they may be lawfully offered for sale and, in such jurisdictions, only by persons permitted to sell such Securities. The Securities may only be sold to prospective investors who reside in certain provinces and territories of Canada and who meet certain eligibility criteria on a basis which is exempt from the prospectus requirements of applicable Canadian securities laws. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws. Accordingly, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and state securities laws, these securities may not be offered or sold within the United States or to, or for the account of benefit of, "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act). This document contains statistical data, market research and industry forecasts that were obtained from government or other industry publications and reports or are based on estimates derived from such publications and reports. Government and industry publications and reports generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information. While the Fund believes this data to be reliable, market and industry data is subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. The Fund has not independently verified any of the data from independent third-party sources referred to in this document or ascertained the underlying assumptions relied upon by such sources.
Forward Looking Information This document contains forward-looking statements or forward-looking information (in this section, collectively, "forward-looking statements"). These statements relate to the Fund's expectation about future events, the future performance, future results, performance achievements, prospects or opportunities of the Fund, the Partnership and the senior living sector. All statements other than statements of historical facts are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "targeting", "target", "intend", "could", "might", "continue", or the negative of these terms or other comparable terminology. These statements are only predictions. This document contains forward-looking statements pertaining to, among other things: the future offering price of class C units of the Fund; the investment opportunities, objectives and strategies of the Fund and the Partnership; Management's belief that there are opportunities for value creation in acquiring, operating, developing and managing mid-market senior living facilities; Management's belief that its investment rationale and strategy can achieve returns for investors; Management's belief that investing in a quality team provides a competitive edge; the realization of anticipated value creation and benefits from the Partnership's investment strategy; the realization of anticipated benefits of acquisitions and redevelopment of the Partnership’s properties, the timing thereof and the methods of funding; the potential for future acquisitions of additional properties and suites; the outlook of the senior living sector, including the demand for senior living facilities and demographic growth forecasts; the expectation, timing and payment of the targeted distribution; the Fund's and the Partnership's intentions and expectations regarding payment of selling and trailing commissions; the potential for future acquisitions, the number of beds obtained and the approximate value of such assets; and the Fund's and the Partnership's treatment under governmental regulatory regimes, securities laws and tax laws. Forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific. Those assumptions are based on information currently available to the Fund, including information obtained by the Fund from third-party industry analysts and other arm's length sources, which may prove to be incorrect. The Fund and the Partnership have made assumptions as set forth in the Offering Memorandum, including those assumptions set out under the heading "Cautionary Statements – Forward Looking Information" in the Offering Memorandum. Forward-looking statements are based (in whole or in part) upon factors, many of which are beyond the control of the Fund, which may cause actual results, performance or achievements of the Partnership’s properties and the Partnership and its subsidiaries, and, consequently, those of the Fund, to differ materially from those contemplated (whether expressly or by implication) in the forward-looking statements. The Fund's and the Partnership's actual results could differ materially from those anticipated in these forward-looking statements and may have a material adverse effect on the Partnership's business, results of operations, financial condition and outlook and credit stability, due to those risks described under "Item 9 - Risk Factors" in the Offering Memorandum, many of which are beyond the control of the Fund or the Partnership. Readers are cautioned that "Item 9 - Risk Factors" in the Offering Memorandum is not exhaustive. Although Management believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results. Because of the risks, uncertainties and assumptions contained herein and in the Offering Memorandum, prospective investors should not place undue reliance on forward-looking statements. The Fund's actual results could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits the Partnership and the Fund will derive therefrom. The Fund has included the above summary related to forward-looking statements in order to provide readers with a more complete perspective on the Fund's and the Partnership’s current and future operations and such information may not be appropriate for other purposes. The forward-looking statements in this document are given as at May 26, 2023, and the Fund is not under any duty to update any of the forward-looking statements after such date to conform such statements to actual results or to changes in the Fund’s expectations except as otherwise required by applicable legislation. The forward-looking statements contained in this document are expressly qualified by the foregoing cautionary statements.
Investors Rights Securities legislation in certain of the provinces and territories of Canada provides investors with a statutory right of action for damages or rescission in cases where an offering memorandum or any amendment thereto contains an untrue statement of a material fact or omits to state a material fact that is required to be stated or is necessary to make any statement contained therein not misleading in light of the circumstances in which it was made (a "misrepresentation"). These rights, or notice with respect thereto, must be exercised or delivered, as the case may be, by investors within the time limits prescribed and are subject to the defenses and limitations contained under the applicable securities legislation. The following summary is subject to the express provisions of applicable securities legislation and the regulations, rules and policy statements thereunder. Investors should refer to the securities legislation applicable in their province or territory along with the regulations, rules and policy statements thereunder for the complete text of these provisions or should consult with their legal advisor. The statutory rights of action described below are in addition to and without derogation from any other right or remedy that investors may have at law. If you are subject to the laws of Ontario, Saskatchewan, Nova Scotia or New Brunswick, those laws provide, in part, that if there is a misrepresentation in an offering memorandum, which was a misrepresentation at the time that you subscribed for the securities, then you will be deemed to have relied upon the misrepresentation and will, as provided below, have a right of action against the issuer of the securities (and, in certain instances, other persons) in respect of the securities purchased by you for damages, or alternatively, while still the owner of any of the securities purchased, for rescission, in which case, if you elect to exercise the right of rescission, you will have no right of action for damages against the issuer of the securities provided that: (1) no person or company will be liable if it proves that you purchased the securities with knowledge of the misrepresentation; (2) in the case of an action for damages, the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation; and (3) in no case will the amount recoverable in any action exceed the price at which the securities were purchased by you. In Ontario, Saskatchewan or New Brunswick, in the case of an action for rescission, no action may be commenced more than 180 days after the date of the transaction that gave rise to the cause of action. In the case of any action other than an action for rescission, (A) in Ontario, no action may be commenced later than the earlier of (i) 180 days after you first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the date of the transaction that gave rise to the cause of action, and (B) in Saskatchewan or New Brunswick, no action may be commenced later than the earlier of (i) one year after you first had knowledge of the facts giving rise to the cause of action or (ii) six years after the date of the transaction that gave rise to the cause of action. In Nova Scotia, no action (for rescission or otherwise) may be commenced later than 120 days after the date on which payment was made for the securities. If you are subject to the laws of any other province or territory, reference should be made to the full text of the applicable provisions of the securities legislation in such provinces or territories or consultation should be undertaken with professional advisors.
Risks General Business Risks Personnel costs and retention of key personnel Financing and interest rates General litigation risk Government regulations and regulatory changes Risks related to managing and operating long term care facilities Real property ownership and concentration risk Competition Joint venture interests Risks Related to the Offering Cash distributions are not guaranteed Distributions may consist of proceeds of offerings or borrowed funds Restrictions on redemption Redemption rights Unitholders do not have the same rights as shareholders Risks Relating to the Entities Blind pool risk Reliance on management General economic conditions Reliance on assumptions Limited operating history Potential conflicts of interest Inability to remove management.

Pinnacle Wealth Brokers Inc.

Internal Compliance Audit : Levante Living Trust 20230628IB : 1,2,3,4,7,8,18A,18B,19

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