Nexliving Announces Transaction To Acquire 108 Townhomes In Ottawa

(MENAFN- GlobeNewsWire - Nasdaq) HALIFAX, Nova Scotia, Sept. 25, 2025 (GLOBE NEWSWIRE) -- NexLiving Communities Inc. (“NexLiving” or the“Company”) is pleased to announce it has secured an option to acquire five blocks of townhomes, for a total of 108 units, located in Ottawa, Ontario (the“Properties”). The Properties will be part of a master-planned community in the established and growing Barrhaven suburb of Ottawa. Construction is expected to be completed in late 2026.

Stavro Stathonikos, President & CEO of NexLiving, commented:“We're pleased to announce this acquisition, which highlights the type of off-market opportunities we're seeing through our strategic relationship with Devcore. The transaction provides an entry point into the Ottawa housing market while mitigating risks across construction, lease-up, and financing. Once complete, our portfolio will have grown by more than 10% this year, funded entirely through free cash flow and without issuing new equity. This acquisition is expected to deliver double-digit returns for shareholders and aligns with our strategy to grow in our core markets with newly built, well-appointed, larger rental suites designed for long-term residents.”

Description of the Properties

The acquisition consists of 108 two-storey stacked townhomes to be constructed within The Conservancy, a master-planned community in Barrhaven, Ottawa. The townhomes range from 900 to 1,033 sq. ft. and include 2 bedrooms, 2 bathrooms, and a dedicated surface parking spot. Interiors feature 9' ceilings, granite countertops, laminate flooring, and a full appliance package. The community offers proximity to nearby schools, parks, shopping, and is adjacent to planned transit infrastructure, including the future LRT extension. The net property operating income (“NOI”) of the Properties is estimated to be $2.0 to 2.3 million annually based on current Ottawa market rents, projected operating costs, and stabilized occupancy rates for the Properties.

Transaction Structure

NexLiving initially entered into purchase agreements to acquire the Properties on June 27, 2025 with Caivan Homes Barrhaven Conservancy Inc., an arm's-length party to NexLiving. NexLiving expects to facilitate the transfer or assignment of these agreements to a newly formed single-purpose entity (the“SPE”), which is owned by Devcore Group Inc. (“Devcore”) for the purposes of mitigating certain risk related to the lease-up, financing and construction of the Properties. NexLiving has provided financing to the SPE via a zero-coupon, two-year convertible debenture in the principal amount of approximately $4.35 million (the“Debenture”), which NexLiving entered into on the date hereof. The Debenture represents an approximately 10% capital position based on the total purchase price of the Properties of approximately $43.5 million, with the balance to be financed through long-term CMHC-insured mortgages.

Performance Objectives

Under the terms of the Debenture, Devcore is acting as a service provider to develop the Properties and will be responsible for providing a 12-month rental income guarantee starting from the occupancy permit date of each of the five blocks, arranging long-term CMHC-insured mortgage financing, and securing an estimated $5 million HST rebate (the“Performance Objectives”). NexLiving will convert the Debenture and acquire full ownership of the SPE upon achievement of the Performance Conditions within the two-year term. As consideration, Devcore will receive a performance-based fee equal to 40% of the potential HST rebate (the“Performance Fee”), which is capped at approximately $2.0 million.

Debenture

The Debenture contains customary covenants for transactions of this nature, requiring Devcore to meet the Performance Objectives and prohibiting any dividends, distributions, or other payments by the SPE while the Debenture remains outstanding. NexLiving's obligation to convert the Debenture is contingent on Devcore achieving the Performance Objectives. If there is any shortfall, the Debenture amount will increase, with a corresponding reduction in the Performance Fee of up to $2 million to offset the difference. All profits generated by the SPE during the Debenture term will be retained within the SPE for NexLiving's benefit. If the Performance Objectives are not achieved within the two-year term, NexLiving will have the option to decline conversion and instead receive full repayment of the principal.

Closing of the property acquisition by the SPE is anticipated for late 2026, subject to successful construction completion, inspections by both Devcore and NexLiving, and receipt of occupancy permits. NexLiving, in the event that the Performance Objectives are met, expects to convert the Debenture and acquire the Properties prior to maturity of the Debenture.

About the Company

NexLiving continues to execute on its plan to acquire recently built or refurbished, highly leased multi-residential properties in bedroom communities across Canada. NexLiving aims to deliver exceptional living experiences to our residents and provide comfortable, affordable housing solutions that cater to a wide range of demographics. The properties offer a range of modern and updated suites, with a variety of amenities and features that allow residents to experience a hassle-free and maintenance-free lifestyle. NexLiving is committed to investing in its properties to ensure that they are modern and up to date. For its recently acquired properties in Ontario, the Company has undertaken a targeted value-add capital program to modernize and reposition the large existing suites. The Company currently owns 2,083 units in New Brunswick, Ontario and Quebec. NexLiving has also developed a robust pipeline of qualified properties for potential acquisition. By screening the properties identified to match the criteria set out by the Company (proximity to healthcare, amenities, services and recreation), management has assembled a significant pipeline of potential acquisitions for consideration by the Board.

For more information about NexLiving, please refer to our website at and our public disclosure at

Forward-Looking Statements

This news release contains forward-looking information, future-oriented financial information, or financial outlooks within the meaning of applicable Canadian securities laws (“forward-looking statements”). All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as“plans”,“expects”,“is expected”,“budget”,“scheduled”,“projects”,“estimates”,“forecasts”,“intends”,“continues”,“anticipates”, or“does not anticipate” or“believes” or variations (including negative variations) of such words and phrases. Forward-looking statements may also state that certain actions, events or results“may”,“could”,“should”,“would”,“might” or“will” be taken, occur or be achieved. Forward-looking statements contained in this news release include, but are not limited to, statements regarding purchase of the Properties, construction of the Properties, the expected NOI of the Properties, conversion of the Debenture, and the Performance Fee. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These forward-looking statements reflect the current expectations of the Company's management regarding future events and operating performance, but involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual events could differ materially from those projected herein and depend on a number of factors. These risks and uncertainties are more fully described in NexLiving's regulatory filings, which can be obtained on SEDAR+ at , under NexLiving's profile, as well as under the“Risk Factors section of the Company's MD&A released on August 21, 2025. Although forward-looking statements contained in this news release are based upon what management believes are reasonable assumptions, there can be no assurance that the Company's actual results will be consistent with these forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this new release speak only as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law. The purpose of disclosing any future-oriented financial information or financial outlooks within the meaning of Canadian securities laws in this press release is to provide investors with more information concerning the expected financial impact on NexLiving of the transactions described in this press release. Readers are cautioned that such information may not be appropriate for other purposes.

Securities Law Matters

As Devcore and its principal Jean-Pierre Poulin are“related parties” of NexLiving (as a significant shareholder and a director, respectively), as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the transactions described herein will constitute a“related party transaction” (as defined under MI 61-101).

In connection with the transactions described herein, NexLiving is relying on the exemption from the formal valuation requirement under section 5.5(b) of MI 61-101, as NexLiving is listed on the TSX Venture Exchange (the“TSXV”). In addition, NexLiving is relying on the exemption from the minority approval requirement under section 5.7(1)(a) of MI 61-101, as neither the fair market value of the subject matter of the transactions described herein, nor the fair market value of the consideration for the transactions described herein, insofar as they involve Devcore, exceeds 25 per cent of Nex's market capitalization, in light of the size of the principal amount of the Debenture and the Performance Fee.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

For further information please contact:
Stavro Stathonikos
...
416-876-6617

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