Toronto, Ontario--(Newsfile Corp. - November 9, 2025) - Northwest Healthcare Properties Real Estate Investment Trust (TSX: NWH.UN) (the "REIT" or "Northwest") today announces it has entered into a conditional agreement for the internalization of management (the "Internalization") at Vital Healthcare Property Trust ("Vital").

"We are pleased to enter into an agreement for the Internalization of Vital, which will deliver immediate operational and financial benefits for both Northwest and Vital," said Zachary Vaughan, Chief Executive Officer of Northwest. "Internalizing Vital's management is fully aligned with our strategy to simplify our business, reallocate capital back to North America, and create value for our unitholders. This transaction further strengthens our balance sheet and demonstrates our continued commitment to disciplined capital allocation. For Vital, the Internalization is expected to deliver enhanced returns to unitholders (including Northwest as Vital's largest unitholder) and solidifies Vital's position as a leading investor in and developer of healthcare infrastructure in the Australasian market."

As a result of this transaction, Northwest expects to receive NZ$214 million (approximately $170 million) in cash in exchange for its external management rights over Vital. Vital will fund the Internalization by way of a capital raise launched concurrently with the announcement today. Northwest will remain Vital's largest unitholder, with an approximate 24% equity interest post capital raise.

Northwest intends to use the proceeds from the Internalization to further reduce leverage and capitalize on accretive growth initiatives. Operational efficiencies from the Internalization are expected to include significant reductions in general and administrative expenses, simplified operations, and a lower headcount.

Closing of the Internalization is conditional on a number of matters, including Vital lender consents; regulatory approvals; and a Vital capital raise of at least NZ$175 million, net (approximately $140 million). The Internalization is expected to be completed on December 31, 2025, or, if more time is required to satisfy the closing conditions, in the first quarter of 2026.

Northwest will not participate in the upcoming Vital capital raise, which allows Vital to broaden its unitholder base and overall liquidity. Northwest has agreed to maintain it's existing unitholding until February 2026 and will maintain two representatives on Vital's Board based on its resulting equity holding.

Northwest will release its financial results for the third quarter ended September 30, 2025, on Tuesday, November 11, 2025, after the markets close. A conference call to discuss these results will be held on Wednesday, November 12, 2025, at 10:00 a.m. ET.

About Northwest

Northwest provides investors with access to a portfolio of high-quality international healthcare real estate infrastructure comprised as at August 12, 2025, of interests in a diversified portfolio of 168 income-producing properties and 15.8 million square feet of gross leasable area located throughout major markets in North America, Australasia, Brazil and Europe. The REIT's portfolio of medical outpatient buildings, clinics, and hospitals is characterized by long-term indexed leases and stable occupancies. Northwest leverages its global workforce in eight countries to serve as a long-term real estate partner to leading healthcare operators. For additional information please visit: www.nwhreit.com.

Forward-Looking Statements

This press release may contain forward-looking statements with respect to the REIT, its operations, strategy, financial performance and condition. These statements generally can be identified by words such as 'may', 'will', 'expect', 'estimate', 'anticipate', 'intends', 'believe', 'normalized', 'contracted', or 'continue' or the negative thereof or similar variations. Forward-looking statements in this press release may include statements concerning the expected completion of the Internalization, the use of proceeds from the Internalization, the efficiencies and other benefits expected to be received from the Internalization, the REIT's relationship with Vital going forward and long-term value for unitholders. The REIT's actual results and performance discussed herein could differ materially from those expressed or implied by such statements. The forward-looking statements contained in this press release are based on numerous assumptions which may prove incorrect, and which could cause actual results or events to differ materially from the forward-looking statements. Such assumptions include, but are not limited to (i) the successful completion of the Internalization, including satisfaction of all necessary closing conditions, (ii) the REIT being able to realize the expected operational benefits and cost savings from the Internalization, (iii) the REIT's properties continuing to perform as they have recently, (iv) various general economic and market factors, including exchange rates remaining constant, local real estate conditions remaining strong, and interest rates remaining at current levels or decreasing, and (v) the availability of equity and debt financing to the REIT and the REIT's ability to refinance, or extend the maturity of, its existing debt. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the transactions contemplated herein are completed. Important factors that could cause actual results to differ materially from expectations include, among other things, the inability to successfully complete the Internalization, the inability to realize the benefits of the Internalization, general economic and market factors, competition, changes in government regulations, and the factors described under 'Risks and Uncertainties' in the REIT's Annual Information Form and the risks and uncertainties set out in the REIT's most recent MD&A which are available on SEDAR+ at www.sedarplus.ca.

These cautionary statements qualify all forward-looking statements attributable to the REIT and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release, and, except as expressly required by applicable law, the REIT assumes no obligation to update such statements.

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