Mini-tender offers seek to acquire less than 5% of a company's shares. The Securities and Exchange Commission (SEC) cautions against mini-tender offers (sec.gov/investor/pubs/minitend.htm) as they typically do not have the same disclosure and procedural protections as traditional tender offers, where bidders must comply with SEC rules designed to protect investors.

This unsolicited mini-tender offer is in response to our announcement in November of a definitive transaction agreement with Sonida Senior Living, Inc. (Sonida), a publicly traded company on the NYSE (SNDA). This proposed transaction provides our shareholders with the opportunity to receive full and real-time liquidity through cash and unrestricted stock. It is currently anticipated that this transaction is expected to close in late-first quarter or early-second quarter, 2026.

CHP shareholders holding a majority of CHP shares entitled to vote are required to approve the transaction. If approved, shareholders would receive estimated transaction consideration of $6.90 per CHP common share, consisting of $2.32 in cash plus an estimated $4.58 in unrestricted, freely tradable Sonida common stock. The stock portion is subject to a two-way collar mechanism to protect value for CHP shareholders during the period between Nov. 4, 2025, and the ultimate closing date of the transaction. The $6.90 represents a premium to the $6.64 midpoint of our most recent estimated net asset value (NAV)¹ per share as of Dec. 31, 2024. The transaction is subject to approval by SNDA stockholders holding a majority of the SNDA shares entitled to vote and other customary closing conditions, including governmental and third-party consents.

CHP expects to continue to make quarterly distributions up to the actual closing date of the anticipated transaction in 2026. Typically, for companies engaged in a transaction like ours, regular distributions or dividends are usually discontinued between the signing of the definitive agreement and the closing of the transaction. Shareholders who accept Mackenzie's offer would not be entitled to expected future CHP distributions after March 2.

Mackenzie's mini-tender offer of $4.55 per share is 31.5% lower than our most recent estimated NAV per share as of Dec. 31, 2024, and 34.1% lower than the proposed estimated transaction consideration payable to CHP shareholders should they vote to approve the transaction.

MacKenzie states that it is "making this offer in view of making a profit, so the price offered is below the REIT's estimated $6.64 per share value," and that it is " motivated to establish the lowest price which might be acceptable to shareholders."

MacKenzie conceded that it did not independently appraise CHP's shares or properties and is not qualified to appraise real estate. The firm also did not retain an independent advisor to evaluate or render an opinion as to the fairness of the $4.55 offer price.

None of CHP's directors, executive officers, affiliates or subsidiaries intend to sell their shares to MacKenzie.

The MacKenzie offer specifies that any distributions made after March 2, 2026, will be assigned to them.

The estimated NAV per share is only an estimate based on a snapshot in time and several assumptions and estimates which can be considered inherently imprecise. The NAV is based on numerous assumptions with respect to industry, business, economic and regulatory conditions, all of which are subject to changes. Throughout the valuation process, the valuation committee, our advisor and senior members of management reviewed, confirmed and approved the processes and methodologies and their consistency with real estate industry standards and best practices.