Starlight Western Canada Multi-Family (No. 2) Fund Announces Receipt of Exemptive Relief Relating to Special Meeting

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

TORONTO, Dec. 4, 2025 /CNW/ - Starlight Western Canada Multi-Family (No. 2) Fund (the "Fund") today announced that further to the announcement on October 30, 2025 of the Fund relating to the proposed transaction to consolidate the assets of the Fund with the assets of Starlight Western Canada Multi-Family Limited Partnership into a single platform (the "Transaction"), the Fund has received discretionary exemptive relief from the Ontario Securities Commission (the "OSC") from certain requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") which will allow the Fund to conduct a single vote with unitholders of the Fund voting together as a single class in connection with the previously announced unitholder meeting to approve the Transaction.

MI 61-101 requires approval of the 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 at the special meeting. The OSC has granted exemptive relief from this requirement, and instead, unitholders the Fund will vote as a single class, on that basis that, among other reasons: (i) the declaration of trust of the Fund provides that unitholders vote as a single class unless the nature of the business to be transacted at the meeting affects holders of one class of units in a manner materially different from its effect on holders of another class of units, and the Fund's manager and the Fund have determined that the Transaction does not affect holders of one class of units in a manner materially different from its effect on holders of another class of units; (ii) since the relative economic entitlements as between classes within the Fund are to be determined in accordance with the formulas established in the declaration of trust that were set at the time of the Fund's initial public offering when investors selected their preferred class and purchased their units, the economic impact of the Transaction will be determined pursuant to such formulas and the Transaction will not alter such entitlements or otherwise provide for the payment of cash or assets to unitholders in a manner that differs from the pre-established entitlements in the declaration of trust; (iii) negotiation of the Transaction was overseen by a fully independent Board of Trustees for purposes of MI 61-101; (iv) the Board of Trustees has received a fairness opinion; (v) the Board of Trustees believes that providing a class vote would provide disproportionate power to a potentially small number of unitholders; and (vi) to the best of the knowledge of the manager of the Fund and the Fund, there is no reason to believe that the unitholders of any particular class would not approve the Transaction.

Voting

The deadline to submit votes is Wednesday, December 10, 2025 at 10:00 a.m. (Toronto time) for registered unitholders, and for beneficial unitholders, such earlier time as specified by their intermediaries. The Fund encourages all unitholders to vote to avoid missing this deadline.

The Fund's special meeting is scheduled for Friday, December 12, 2025 at 10:00 a.m. (Toronto time) virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/1863 (password: "sw2025").

If you have any questions about how to exercise your voting rights, please contact TSX Trust Company, toll-free in North America at [phone] or if calling from outside North America at [phone] or by email at [email protected].

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking information within the meaning of Canadian securities laws and which reflect the Fund's current expectations regarding future events, including statements relating to the Transaction. Forward-looking information is provided for the purposes of assisting the reader in understanding the Fund's financial performance, financial position and cash flows as at and for the periods ended on certain dates and to present information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes.

Forward-looking statements involve known and unknown risks and uncertainties, which may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities may not be achieved. Those risks and uncertainties include: the extent and sustainability of potential higher levels of inflation and the potential impact on the Fund's operating costs; the impact of any tariffs and retaliatory tariffs on the economy; changes in government legislation or tax laws which would impact any potential income taxes or other taxes rendered or payable with respect to the properties or the Fund's legal entities; the impact of elevated interest rates and inflation; the extent to which favorable operating conditions achieved during historical periods may continue in future periods; the applicability of any government regulation concerning the Fund's residents or rents; the realization of property value appreciation and the timing thereof; the extent and pace at which any changes in interest rates that impact the Fund's weighted average interest rate may occur; and the availability of debt financing. A variety of factors, many of which are beyond the Fund's control, affect the operations, performance and results of the Fund and its business, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results.

There are numerous risks and uncertainties which include, but are not limited to, risks related to the Units, risks related to the Fund and its business including inflation and changes in interest rates. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements as there can be no assurance actual results will be consistent with such forward- looking statements. Although the Fund believes the expectations reflected in such forward-looking information are reasonable and represent the Fund's projections, expectations and beliefs at this time, such information involves known and unknown risks and uncertainties which may cause the Fund's actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially from the Fund's expectations include, among other things, the impact of inflation, the availability of mortgage financing and the interest rates for such financing, and general economic and market factors, including interest rates, business competition and changes in government regulations or in tax laws. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information, as there can be no assurance that actual results will be consistent with such forward-looking information.

Information contained in forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances, including the following: the applicability of any government regulation concerning the Fund's residents or rents; the realization of property value appreciation and the timing thereof; the inventory of residential real estate properties; the ability of the Fund to benefit from any asset management initiatives at certain properties; the price at which the properties may be disposed and the timing thereof; closing and other transaction costs in connection with the disposition of the properties; availability of mortgage financing and current rates and market expectations for future interest rates; the capital structure of the Fund; the extent of competition for residential properties; the growth in net operating income generated from asset management initiatives; the population of residential real estate market participants; assumptions about the markets in which the Fund operates; expenditures and fees in connection with the maintenance, operation and administration of the properties; the ability of Starlight Investments CDN AM Group LP (the "Manager") to manage and operate the properties; the global and Canadian economic environment; the impact, if any, of inflation on the Fund's operating costs; and governmental regulations or tax laws. There can be no assurance regarding: (a) inflation or changes in interest rates on the Fund's business, operations or performance; (b) the Fund's ability to mitigate such impacts; (c) credit, market, operational, and liquidity risks generally; (d) that the Manager or any of its affiliates, will continue its involvement as asset manager of the Fund in accordance with its current asset management agreement; and (e) other risks inherent to the Fund's business and/or factors beyond its control which could have a material adverse effect on the Fund.

The forward-looking information included in this press release relates only to events or information as of the date on which the statements are made in this press release. Except as specifically required by applicable Canadian securities law, the Fund undertakes no obligation to update or revise publicly any forward-looking information, whether because of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

ABOUT STARLIGHT WESTERN CANADA MULTI-FAMILY (NO. 2) FUND

The Fund is a trust formed under the laws of Ontario for the primary purpose of indirectly acquiring, owning and operating a portfolio of income producing multi-family rental properties located in BC. The Fund currently has interests in and operates a portfolio comprising interests in 944 income producing multi-family suites located in Western Canada.

Please visit us at www.starlightinvest.com and connect with us on LinkedIn at www.linkedin.com/company/starlight-investments-ltd-.

SOURCE Starlight Western Canada Multi-Family (No. 2) Fund

Daniel Drimmer, Founder and Chief Executive Officer, Starlight Western Canada Multi-Family (No. 2) Fund, [phone], [email protected]; Martin Liddell, Chief Financial Officer, Starlight Western Canada Multi-Family (No. 2) Fund, [phone], [email protected]