Northwest Healthcare -- summary under Cross-Border REITs

Offering

Of units of the REIT, which is TSXV-listed, at $2.00 per unit for gross proceeds of $25M ($28.75M if over-allotment).

Current structure

Asset manager interest. As a result of the preliminary transactions described below for conversion to an international REIT (see 5 October 2012 Circular of the REIT then named GT Canada Medical Properties REIT), NorthWest Value Partner Inc. ("NWVP'), which is the asset manager of the REIT, is the largest unitholder of Northwest Healthcare Properties REIT ("NWHP REIT") and is owned by Paul Lana, the CEO of the REIT , holds 26.5M, or 88%, of the units of the REIT and 55.9M exchangeable Class B units of the REIT's subsidiary LP ("NWI LP"), so that after giving effect to the exchange of the Class B units, NFWVP holds 96% of the REIT units.

SLA on New Zealand REIT

The REIT holds an indirect 20% interest in the Vital Trust, an NSX-listed trust invested in health-care properties in Australia and New Zealand. NWI LP has transferred such units to a Canadian financial institution under a securities lending agreement under which the counterparty pays amounts equal to the returns on the lent units and also exercises voting rights in accordance with the instructions of NWI LP.

Brazil. Through an LLC and two-tiers of Brazilian subsidiaries of NWI LP (with an individual holding one share in each), it holds a Brazilian children's hospital which it acquired under a sale lease-back arrangement, with a portion of the rents receivable having been securitized.

Germany

A German limited partnership (KG) holding a Berlin medical office building portfolio is held through a tiered structure of two Gibralter corporations on top of a S.à r.l. on top of a GmbH, with a management company of Paul Lana holding a 10% interest in the top Gibralter company.

Preliminary transactions for conversion to international REIT

On December 24, 2010 a former capital pool company was converted into the REIT, which by May 2012, held 12 Canadian medical office buildings. NWVP acquired 82% of the REIT units pursuant to a take-over bid circular on June 11, 2012, at $1.87 per unit. In November 2012, all of the REIT's buildings were sold to a subsidiary LP of NWHL REIT for cash of $9.2M and a $30M promissory note. On November 16, 2012, the REIT acquired the international portfolio described above from NWVP and announced an increase to its annual distributions from $0.064 per unit to $0.16 per unit (95% of AFFO).

Put/Call Agreement

On November 16, 2012, the REIT and NorthWest Operating Trust ("NW Trust" - a trust of which Paul Lana is the sole trustee and a beneficiary) entered into a put/call agreement under which the REIT could acquire up to approimately 28% of the outstanding units of NWHP REIT pursuant to a put right of NW Trust or a call right of the REIT.

FX hedging

Management intends to implement FX hedging of the REIT's Canadian dollar distributions on a one-year rolling basis.

Canadian tax consequences

The REIT expects to qualify as a REIT provided the October 24, 2012 proposals are enacted. Furthermore, it will not be subject to the SIFT rules if it does not hold any non-portfolio property.

It is expected that income earned by some of the foreign subsidiaries will be fapi and, therefore, would be included in computing the income of NWI LP. No assurance is given that the foreign tax credit generator proposals (draft s. 91(4.1) et seq.) will not apply to NWI LP to deny deductions for foreign accrual tax.