Nova Net Lease REIT Unit (NNLu)

The REIT was formed on July 27, 2021, as a newly created, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario, where one unit of the REIT was issued for $10 in cash. The declaration of trust of the REIT was filed on SEDAR+ at www.sedarplus.ca in conjunction with the filing of the Prospectus for the REIT’s initial public offering of trust units (the “Offering”) on the CSE. The REIT’s registered office is located at 200 Bay Street, North Tower, Suite 1200, Toronto, Ontario, Canada, M5J 2J2. From formation to September 1, 2021, the REIT had no operations. On September 1, 2021, all of the outstanding shares of Verdant Growth Properties Corp. (“Verdant”) were exchanged for shares in the REIT on a 10 for 1 basis, making Verdant a wholly-owned subsidiary of the REIT (the “Share Exchange”). Verdant, a Delaware corporation, was formed on October 27, 2020, for the purpose of owning and leasing, on a triple-net basis, cannabis-related real estate assets in the United States (the “U.S.”). From inception until the Share Exchange, Verdant had been preparing for an initial public offering on the CSE. The REIT was formed to affect the cross-border structure whereby the REIT is classified as a U.S. corporation for U.S. federal income tax purposes pursuant to section 7874 of the United States Internal Revenue Code of 1986, as amended (the “Code”). As a result, it is permitted to elect to be treated as a real estate investment trust under the Code, notwithstanding it is organized as a Canadian entity. The REIT is considered an umbrella partnership real estate investment trust for U.S. federal income tax purposes. Operations of the REIT are conducted primarily through the Operating Partnership, a subsidiary of Verdant, which was formed under the laws of the State of Delaware. At formation, the Operating Partnership was a single member LLC with Verdant owning 100% of the Class A Units.