WIXLIB

(continued from cover)Following completion of the Acquisition, the Retained Interest Holders (as defined herein) are expected to own an aggregate of 5,432,940Class B Units and 38,685 Units, together representing an approximate 46.7% effective interest in the REIT, or an approximate 43.2%effective interest in the REIT if the Over-Allotment Option is exercised in full (in each case, determined as if all Class B Units are redeemedfor Units). The Retained Interest Holders include the REIT’s executive officers, who will collectively beneficially own 2,789,149 Class BUnits and 17,408 Units (including indirectly on a proportionate basis through direct and indirect ownership interests in Legacy Holdings (asdefined herein)), together representing an approximate effective interest in the REIT of 23.9%, or an approximate effective interest in theREIT of 22.2% if the Over-Allotment Option is exercised in full (in each case, determined as if all Class B Units are redeemed for Units).The REIT’s executive officers control (through effective control of Legacy Holdings by the REIT’s President and Chief Executive Officerand Chief Investment Officer) an additional 2,607,538 Class B Units owned by Legacy Holdings, representing, in the aggregate together withtheir beneficial interest, an approximate 46.2% effective interest in the REIT, or an approximate 42.8% effective interest in the REIT if theOver-Allotment Option is exercised in full (in each case, determined as if all Class B Units are redeemed for Units). See ‘‘Retained InterestHolders’’ and ‘‘Plan of Distribution’’. On Closing, the REIT and the Retained Interest Holders will enter into an investor rights agreement(the ‘‘Investor Rights Agreement’’) to provide certain customary investor rights. See ‘‘Retained Interest Holders — Investor RightsAgreement’’.The REIT, indirectly through Management FC, LLC, will employ an experienced executive team of manufactured housing real estateprofessionals composed of the same team that currently manages all of the Initial Communities and the Rental Homes Fleet.On Closing, the REIT, through Flagship Operating, LLC, will enter into an agreement with Empower Park, LLC (‘‘Empower’’), an entitymajority-owned by the REIT’s President and Chief Executive Officer and Chief Investment Officer, pursuant to which Empower will providethe REIT with opportunities to purchase MHCs owned or proposed to be acquired by Empower. The REIT, through Flagship TRS, LLC,will act as manager to Empower, for which Flagship TRS, LLC will be paid certain fees. See ‘‘Growth Strategies of the REIT’’ and‘‘Arrangements with Empower’’.Offering Price: 15.00 per UnitPer Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Total Offering(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Price tothe Public(1)Underwriters’FeeNet Proceedsto the REIT(2) 15.00 93,750,000 0.90 5,625,000 14.10 88,125,000Notes:(1)The Offering Price was established by negotiation among the REIT, the Promoter and the Underwriters (as defined below) and hasbeen determined, in part, based on the forecasted net earnings and the resulting calculation of AFFO for the Forecast Period. See‘‘Financial Forecast’’.(2)Before deducting the REIT’s expenses of the Offering, estimated to be approximately 7,000,000, which, together with theUnderwriters’ fee, will be paid from the proceeds of the Offering.(3)The REIT has granted the Underwriters an option (the ‘‘Over-Allotment Option’’), exercisable in whole or in part at any time up to30 days after Closing, to purchase up to an additional 937,500 Units at the Offering Price, solely to cover the Underwriters’over-allocation position, if any, and for consequent market stabilization purposes. If the Over-Allotment Option is exercised in full, thetotal ‘‘Price to the Public’’, ‘‘Underwriters’ Fee’’ and ‘‘Net Proceeds to the REIT’’, before deducting the expenses of the Offering, willbe 107,812,500, 6,468,750 and 101,343,750, respectively. This prospectus also qualifies the grant of the Over-Allotment Option. Apurchaser who acquires Units forming part of the Underwriters’ over-allocation position acquires those Units under this prospectus,regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondarymarket purchases. See ‘‘Plan of Distribution’’.The following table sets out the number of Units that may be issued to the Underwriters pursuant to the Over-Allotment Option.Underwriters’ PositionOver-Allotment Option . . . . . . . . .Maximum Size or Number ofUnits AvailableOption to acquire up to 937,500 UnitsExercise PeriodExercise PriceExercisable at any time up to30 days after ClosingOffering PriceCanaccord Genuity Corp. (‘‘CG’’), BMO Nesbitt Burns Inc. (‘‘BMONB’’ and, together with CG, the ‘‘Lead Underwriters’’), CIBC WorldMarkets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., Echelon WealthPartners Inc. and Industrial Alliance Securities Inc. (together with the Lead Underwriters, the ‘‘Underwriters’’), as principals, conditionallyoffer the Units qualified under this prospectus, subject to prior sale, if, as and when issued by the REIT and accepted by the Underwriters inaccordance with the conditions contained in the underwriting agreement between the REIT, the Promoter and the Underwriters referred tounder ‘‘Plan of Distribution’’ and subject to the approval of certain legal matters on behalf of the REIT by Blake, Cassels & Graydon LLP(with respect to Canadian matters), Adams, Stepner, Woltermann & Dusing, PLLC (with respect to U.S. corporate matters) and TaftStettinius & Hollister LLP (with respect to U.S. tax matters) and on behalf of the Underwriters by Torys LLP.In connection with this distribution, the Underwriters have been granted the Over-Allotment Option and may, subject to applicable law,over-allocate or effect transactions which stabilize or maintain the market price of the Units at levels other than those which otherwise mightprevail on the open market. Such transactions, if commenced, may be discontinued at any time. After the Underwriters have madereasonable efforts to sell all of the Units at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from

time to time in order to sell any of the Units remaining unsold. Any such reduction will not affect the proceeds received by the REIT. See ‘‘Planof Distribution’’.Subscriptions will be received subject to rejection or allocation in whole or in part and the Underwriters reserve the right to close thesubscription books at any time without notice. Closing is expected to occur on October 7, 2020 or such other date as the REIT and the LeadUnderwriters may agree, but in any event no later than October 14, 2020. Registrations and transfers of Units will be effected electronicallythrough the non-certificated inventory system administered by CDS Clearing and Depository Services Inc. Beneficial owners of Units willnot, except in certain limited circumstances, be entitled to receive physical certificates evidencing their ownership of Units. See ‘‘Declarationof Trust and Description of REIT Units — Non-Certificated Inventory System’’ and ‘‘Plan of Distribution’’.There is no market through which the Units may be sold and purchasers may not be able to resell Units purchased under this prospectus. Thismay affect the pricing of the Units in the secondary market, the transparency and availability of trading prices, the liquidity of the Units andthe extent of issuer regulation. The REIT has received conditional approval from the Toronto Stock Exchange (the ‘‘TSX’’) to list the Unitsdistributed under the Offering on the TSX under the symbol ‘‘MHC.U’’. Listing is subject to the REIT fulfilling all of the requirements ofthe TSX on or before November 2, 2020. See ‘‘Risk Factors’’.A return on a purchaser’s investment in Units is not comparable to the return on an investment in a fixed income security. The recovery ofthe initial investment in Units by an investor is at risk, and the anticipated return on an investment is based on many performanceassumptions. Although the REIT intends to make distributions of available cash to Unitholders in accordance with its distribution policy,these cash distributions are not guaranteed and may be reduced or suspended at the discretion of the trustees of the REIT (the ‘‘Trustees’’).The ability of the REIT to make distributions and the actual amount distributed on Units will depend on numerous factors, including thefinancial performance of the REIT’s properties, debt covenants and other contractual obligations, working capital requirements and futurecapital requirements, all of which are subject to a number of risks. In addition, the market value of the Units may decline if the REIT isunable to meet its cash distribution and AFFO targets in the future, and that decline may be significant. It is important for a person makingan investment in Units to consider the particular risk factors that may affect the REIT, its business and the real estate industry, and thereforethe stability of distributions to Unitholders. A prospective purchaser should review this document in its entirety and carefully consider therisk factors described under ‘‘Risk Factors’’ before purchasing Units.Because the REIT will be treated as a real estate investment trust for U.S. federal income tax purposes, distributions paid by the REIT toCanadian investors that are made out of the REIT’s current or accumulated earnings and profits (as determined under U.S. federal incometax principles) and not designated by the REIT as a capital gain dividend, generally will be subject to U.S. withholding tax at a rate of 30%,which may be reduced to 15% for investors that qualify for benefits under the United States-Canada Income Tax Convention (1980, asamended) (the ‘‘Treaty’’) and certain requirements under the Treaty, provided that the required form evidencing eligibility for such benefitsis filed with the REIT or the appropriate withholding agent. To the extent a Canadian investor is subject to U.S. withholding tax in respect ofdistributions paid by the REIT on the Units out of the REIT’s current or accumulated earnings and profits, the amount of such tax may beeligible for foreign tax credit or deduction treatment, subject to the detailed rules and limitations under the Tax Act (as defined herein). Solong as the Units continue to be regularly traded on an established securities market, distributions with respect to Units in excess of theREIT’s current and accumulated earnings and profits that are distributed to Canadian investors that have not owned (or been deemed toown) more than 10% of the outstanding Units generally will not be subject to U.S. withholding tax, although there can be no assurances thatwithholding on such amounts will not be required. The REIT estimates that approximately 45% to 55% of the monthly cash distributions tobe paid to Unitholders in 2020 will be made out of the REIT’s current or accumulated earnings and profits as determined for U.S. taxpurposes and, accordingly, will be subject to U.S. withholding tax. The composition of distributions for U.S. federal income tax purposes maychange over time and may be different from the composition for Canadian federal income tax purposes, which may affect the after-tax returnto Unitholders. Qualified residents of Canada that are tax-exempt entities established to provide pension, retirement or other employeebenefits (including trusts governed by an RRSP, RRIF or DPSP (each as defined herein), but excluding trusts governed by a TFSA, RESP orRDSP (each as defined herein)) may be eligible for an exemption from U.S. withholding tax. The foregoing is qualified by the more detailedsummary in this prospectus. See ‘‘Certain Canadian Federal Income Tax Considerations’’ and ‘‘Certain U.S. Federal Income TaxConsiderations’’. See also ‘‘Distribution Policy’’ and ‘‘Risk Factors — Tax-Related Risks’’.The after-tax return from an investment in Units to Unitholders subject to Canadian federal income tax (including with regard to the abilityof Unitholders to effectively utilize foreign tax credits or deductions in respect of U.S. withholding taxes) will depend, in part, on thecomposition for Canadian federal income tax purposes of distributions paid by the REIT, portions of which may be fully or partially taxableor may constitute tax deferred returns of capital (i.e., returns that initially are non-taxable but which reduce the adjusted cost base of theUnitholders’ Units). In particular, Unitholders may not be eligible to claim a foreign tax credit or deduction in respect of U.S. withholdingtax applicable to distributions that are treated as returns of capital for Canadian federal income tax purposes. The REIT estimates thatapproximately 80% or more of the monthly cash distributions to be made by the REIT to Unitholders will be tax deferred for Canadianfederal income tax purposes in 2020. The composition of distributions for Canadian federal income tax purposes may change over time andmay be different from the composition for U.S. tax purposes, thus affecting the after-tax return to Unitholders. See ‘‘Distribution Policy’’ and‘‘Risk Factors — Tax-Related Risks’’.The Promoter, which has acted as a promoter within the meaning of applicable Canadian securities laws, is organized under the laws of aforeign jurisdiction. Flagship Operating, LLC, which is a subsidiary of the REIT, is organized under the laws of a foreign jurisdiction. ColliersInternational Valuation & Advisory Services, LLC, which has prepared the Appraisal (as defined herein), is organized under the laws of aforeign jurisdiction. Kurtis Keeney, Nathaniel Smith, Eddie Carlisle and Peter Bynoe are Trustees and/or executive officers of the REIT andreside outside Canada. Each of the Promoter, Flagship Operating, LLC, Kurtis Keeney, Nathaniel Smith, Eddie Carlisle and Peter Bynoehave appointed Blakes Extra-Provincial Services Inc., 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9, Canada, as their respectiveagent for service of process in Ontario. Purchasers are advised that it may not be possible for investors to enforce judgments obtained inCanada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or whoresides outside of Canada, even if the party has appointed an agent for service of process in Canada. See ‘‘Enforcement of Judgments againstForeign Persons’’ and ‘‘Risk Factors’’.The REIT is not a trust company and is not registered under applicable legislation governing trust companies as it does not carry on orintend to carry on the business of a trust company. The Units are not ‘‘deposits’’ within the meaning of the Canada Deposit InsuranceCorporation Act and are not insured under the provisions of that statute or any other legislation.All capitalized terms referred to above are defined elsewhere in this prospectus including under ‘‘Glossary’’.

TABLE OF CONTENTSPageGLOSSARY . . . . . . . . . . . . . . . . . . . . . . . .1ABOUT THIS PROSPECTUS . . . . . . . . . .7MEANING OF CERTAIN REFERENCES .7MARKET AND INDUSTRY DATA . . . . . .PageDECLARATION OF TRUST ANDDESCRIPTION OF REIT UNITS . . . . . .122US HOLDCO . . . . . . . . . . . . . . . . . . . . . . .134FLAGSHIP OPERATING, LLC . . . . . . . . .1348DISTRIBUTION POLICY . . . . . . . . . . . . .137FORWARD-LOOKING STATEMENTS . . .8CERTAIN CANADIAN FEDERALINCOME TAX CONSIDERATIONS . . . .138NON-IFRS MEASURES . . . . . . . . . . . . . . .10MARKETING MATERIALS . . . . . . . . . . .11CERTAIN U.S. FEDERAL INCOME TAXCONSIDERATIONS . . . . . . . . . . . . . . . .144ELIGIBILITY FOR INVESTMENT . . . . . .12PLAN OF DISTRIBUTION . . . . . . . . . . . .163PRIOR ISSUANCES . . . . . . . . . . . . . . . . .166EXCHANGE RATE INFORMATION . . . . .12USE OF PROCEEDS . . . . . . . . . . . . . . . . .166PROSPECTUS SUMMARY . . . . . . . . . . . .13RISK FACTORS . . . . . . . . . . . . . . . . . . . . .166THE REIT . . . . . . . . . . . . . . . . . . . . . . . . .38INVESTMENT HIGHLIGHTS . . . . . . . . . .39ENFORCEMENT OF JUDGMENTSAGAINST FOREIGN PERSONS . . . . . . .194MATERIAL CONTRACTS . . . . . . . . . . . . .194GROWTH STRATEGIES OF THE REIT . .41INTERESTS OF MANAGEMENT ANDOTHERS IN MATERIALTRANSACTIONS . . . . . . . . . . . . . . . . . .195OVERVIEW OF THE UNITED STATESMANUFACTURED HOUSINGCOMMUNITY INDUSTRY . . . . . . . . . . .45PROMOTER . . . . . . . . . . . . . . . . . . . . . . .195INITIAL COMMUNITY MARKETS . . . . .53PRINCIPAL UNITHOLDERS . . . . . . . . . .195THE INITIAL PORTFOLIO . . . . . . . . . . . .56ASSESSMENTS AND VALUATIONS OFTHE INITIAL PORTFOLIO . . . . . . . . . .61MANAGEMENT’S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS . . . . . . . . . . . . . . . . . . . .196DEBT STRATEGY AND INDEBTEDNESS .66LEGAL PROCEEDINGS ANDREGULATORY ACTIONS . . . . . . . . . . .248THE ACQUISITION . . . . . . . . . . . . . . . . .70RETAINED INTEREST HOLDERS . . . . . .76LEGAL MATTERS AND INTERESTS OFEXPERTS . . . . . . . . . . . . . . . . . . . . . . . .248ARRANGEMENTS WITH EMPOWER . . .80AUDITORS AND TRANSFER AGENTAND REGISTRAR . . . . . . . . . . . . . . . . .248CAPITALIZATION OF THE REIT . . . . . .85PURCHASERS’ STATUTORY RIGHTS . . .248FINANCIAL FORECAST . . . . . . . . . . . . . .85EXEMPTIONS FROM CERTAINPROVISIONS OF NATIONALINSTRUMENT 41-101 . . . . . . . . . . . . . .248FORECAST NON-IFRSRECONCILIATION . . . . . . . . . . . . . . . .98INDEX TO FINANCIAL STATEMENTS . .F-1POST-CLOSING STRUCTURE . . . . . . . . .100CHARTER OF THE AUDITCOMMITTEE . . . . . . . . . . . . . . . . . . . . .A-1TRUSTEES AND MANAGEMENT OFTHE REIT . . . . . . . . . . . . . . . . . . . . . . .101CERTIFICATE OF THE REIT AND THEPROMOTER . . . . . . . . . . . . . . . . . . . . .C-1EXECUTIVE COMPENSATION . . . . . . . .114CERTIFICATE OF OPERATING ENTITY .C-2INVESTMENT GUIDELINES ANDOPERATING POLICIES . . . . . . . . . . . . .118CERTIFICATE OF THEUNDERWRITERS . . . . . . . . . . . . . . . . .C-3

GLOSSARY‘‘Acquired Issuer’’ has the meaning given to that term under ‘‘Investment Guidelines and Operating Policies —Investment Guidelines’’.‘‘Acquisition’’ means the indirect acquisition by the REIT of the Initial Portfolio, as more particularly describedunder ‘‘The Acquisition’’.‘‘Advance Notice Provision’’ has the meaning given to that term under ‘‘Declaration of Trust and Description ofREIT Units — Advance Notice Provision’’.‘‘affiliate’’ has the meaning given to that term in National Instrument 45-106 — Prospectus Exemptions, subjectto the term ‘‘issuer’’ in such instrument being ascribed the same meaning as the term ‘‘person’’ in suchinstrument.‘‘AFFO’’ has the meaning given to that term under ‘‘Non-IFRS Measures’’.‘‘AFFO payout ratio’’ has the meaning given to that term under ‘‘Non-IFRS Measures’’.‘‘Appraisal’’ means the independent estimate of the aggregate market value of the Initial Communities and theREIT’s head office property on a portfolio basis provided by the Appraiser, as more particularly described under‘‘Assessments and Valuations of the Initial Portfolio — Independent Appraisal’’.‘‘Appraiser’’ means Colliers International Valuation & Advisory Services, LLC.‘‘BMONB’’ means BMO Nesbitt Burns Inc.‘‘Board’’ means the board of trustees of the REIT.‘‘CBCA’’ means the Canada Business Corporation Act, as amended.‘‘CDS’’ means CDS Clearing and Depository Services Inc.‘‘CG’’ means Canaccord Genuity Corp.‘‘Class A Units’’ means the class A units of Flagship Operating, LLC.‘‘Class B Units’’ means the class B units of Flagship Operating, LLC.‘‘Closing’’ means the Closing of the Offering and the Acquisition and other related transactions, the materialterms of which are described in this prospectus.‘‘Closing Date’’ means October 7, 2020, or such other date as the REIT and the Lead Underwriters may agree, butin any event no later than October 14, 2020.‘‘Closing Market Price’’ has the meaning given to that term under ‘‘Declaration of Trust and Description of REITUnits — Redemption Right’’.‘‘CMBS’’ means commercial mortgage-backed securities.‘‘CMBS-Secured Initial Communities’’ has the meaning given to that term under ‘‘Debt Strategy andIndebtedness — Summary of Indebtedness’’.‘‘Code’’ means the United States Internal Revenue Code of 1986, as amended.‘‘Code of Conduct’’ has the meaning given to that term under ‘‘Trustees and Management of the REIT —Governance and Board of Trustees’’.‘‘Contribution Agreement’’ has the meaning given to that term under ‘‘The Acquisition — ContributionAgreement’’.‘‘control’’ means the possession by any person, of the ownership, control or direction, directly or indirectly, of50% or more of the outstanding voting securities of a person, or in the case of a limited partnership, thepossession by any person of the ownership, control or direction, directly or indirectly, of 50% or more of theoutstanding voting securities of the general partner; and each of ‘‘controlled by’’ or ‘‘controlling’’ has acorresponding meaning.1

‘‘CRA’’ means the Canada Revenue Agency.‘‘Debt to Gross Book Value Ratio’’ has the meaning given to that term under ‘‘Non-IFRS Measures’’.‘‘Declaration of Trust’’ means the declaration of trust of the REIT dated as of August 12, 2020, as it will beamended and restated on or prior to Closing, as more particularly described under ‘‘Declaration of Trust andDescription of REIT Units’’.‘‘Demand Distribution’’ has the meaning given to that term under ‘‘Retained Interest Holders — Investor RightsAgreement — Registration Rights’’.‘‘Demand Registration Right’’ has the meaning given to that term under ‘‘Retained Interest Holders — InvestorRights Agreement — Registration Rights’’.‘‘Distribution Date’’ means, in respect of a calendar month, on or about the 15th day of the following calendarmonth or such other date as the Trustees so determine in their discretion.‘‘DPSP’’ has the meaning given to that term under ‘‘Eligibility for Investment’’.‘‘Empower’’ means Empower Park, LLC.‘‘Empower Opportunity’’ has the meaning given to that term under ‘‘Arrangements with Empower — ROFOAgreement’’.‘‘Empower ROFO’’ has the meaning given to that term under ‘‘Arrangements with Empower — ROFOAgreement’’.‘‘Exempt Plans’’ has the meaning given to that term under ‘‘Eligibility for Investment’’.‘‘FFO’’ has the meaning given to that term under ‘‘Non-IFRS Measures’’.‘‘Financial Forecast’’ means the financial forecast of the REIT contained under ‘‘Financial Forecast’’.‘‘Flagship Manageco’’ means Manag

FLAGSHIP COMMUNITIES REAL ESTATE INVESTMENT TRUST 93,750,000 6,250,000 Units The price per Unit is stated in U.S. dollars. This prospectus qualifies the distribution to the public (the ''Offering'') of 6,250,000 trust units (the ''Units'') of Flagship Communities Real Estate