Mr. Glen McMillan reports

BRIDGEMARQ REAL ESTATE SERVICES(TM) ANNOUNCES FILING OF SPECIAL MEETING MATERIALS IN RESPECT OF STRATEGIC TRANSACTION

Bridgemarq Real Estate Services Inc. has filed and is in the process of mailing the management information circular and related materials in connection with the special meeting of its shareholders to be held virtually on March 25, 2024.

The meeting relates to the previously announced proposed acquisition of the issued and outstanding shares of Bridgemarq Real Estate Services Manager Ltd. and Proprio Direct Inc. (together with their subsidiaries, the target entities) from an affiliate of Brookfield Business Partners, and the settlement of certain deferred management fees and distribution payments owing by the company. As consideration, the company will issue Class B subordinated limited partnership units of Residential Income Fund LP, to Brookfield, pursuant to a definitive agreement dated as of Dec. 14, 2023 (the purchase agreement and, collectively, the transaction).

The transaction is expected to provide a number of meaningful benefits to shareholders, including the following:

• Compelling pro forma financial metrics -- the transaction is expected to meaningfully enhance the scale of Bridgemarq and deleverage the business through the settlement of certain deferred management fees and distributions owing to Brookfield. Given the expected liquidity of the pro forma entity, the company anticipates maintaining existing levels of cash dividends per share, subject to the discretion of the board.
• Expanded acquisition and growth opportunities -- with the acquisition of the target entities, the transaction is expected to add to Bridgemarq's capability to capture future growth across a broader spectrum of the real estate industry, through both organic growth and future acquisition opportunities. The addition of highly regarded best-in-class real estate brokerage operations is expected to provide Bridgemarq with the scale to grow in its current markets and to expand beyond those markets, increasing value for shareholders. Particularly, the Proprio direct model provides compelling opportunities to expand its platform to markets outside of Quebec.
• Expanded revenue opportunities -- the broadening of the company's business to include brokerage operations is expected to enable Bridgemarq to capture additional revenue and add increased capability to service sales representatives in the markets the company serves.
• Simplified organizational structure -- the transaction is expected to result in a more traditional and simplified organizational model, allowing for increased efficiency of operations and focused, dedicated management.
• Stronger alignment of interests -- the simplified organizational structure resulting from the transaction is expected to create a stronger alignment of interests among management, the board and shareholders, and more efficient decision-making. By combining the target entities with the Royal LePage and Via Capitale franchise networks, the transaction is also expected to empower the management team to respond to market dynamics more efficiently through its enhanced service offerings.
• Strengthened franchise network -- with the expansion of business lines to include direct brokerage operations, Bridgemarq is expected to be in a better position to grow its industry-leading national network of Realtors and brokers, in addition to diversifying its revenue streams.
• Proven leadership team -- the business of Bridgemarq following the completion of the transaction will be led by Spencer Enright as chief executive officer, the current chief executive officer of the manager, and Mr. Enright will continue to serve as a director on the board. The company's current chief financial officer, Glen McMillan, will continue in his role with the company. The company's current chief executive officer, Phil Soper, will continue his role in managing all brokerage and franchise relationships as the president of the company. Mr. Enright, Mr. McMillan and Mr. Soper are talented and experienced executives whose dedicated efforts and focus will continue to benefit the future operations and business plans of Bridgemarq following the completion of the transaction.
• Benefits from increased size and scale -- upon completion of the transaction, the company will have broader revenue sources, which may be of interest to a broader investor base and potentially attract analyst coverage, providing more exposure for the company's restricted voting shares.

Further details regarding the expected benefits of the transaction, as well as details regarding the potential risks of the transaction, are included in the circular available on SEDAR+ under the company's issuer profile and on the company's website.

As a result of the transaction, Brookfield's ownership interest in the company is expected to increase from approximately 28.4 per cent to approximately 41.7 per cent on a fully diluted basis, subject to applicable purchase price adjustments. Under applicable Toronto Stock Exchange rules, the transaction will be subject to approval by Bridgemarq's shareholders, as the number of exchangeable units to be issued to Brookfield, an insider of the company, exceeds 10 per cent of the total number of outstanding restricted voting shares. In accordance with the TSX rules, Brookfield, and its associates and affiliates, will be excluded for the purposes of such shareholder approval. Senior officers and directors of the company (representing approximately 0.8 per cent of the restricted voting shares) have entered into voting and support agreements pursuant to which they have agreed to, among other things, vote their restricted voting shares in favour of the transaction.

The board of directors of the company, acting on the unanimous recommendation of the special committee of the board composed solely of independent directors, has unanimously approved the transaction and recommends that holders of restricted voting shares vote in favour of the transaction resolution. In making its recommendation, the board considered a number of factors, including, among others, the special committee's receipt of a fairness opinion from Blair Franklin Capital Partners Inc., which concluded that in Blair Franklin's opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the issuance of the exchangeable units to Brookfield pursuant to the transaction is fair, from a financial point of view, to the company.

Meeting and circular

At the meeting, holders of the restricted voting shares will be asked to consider, and if deemed advisable, to pass an ordinary resolution approving the issuance by the partnership of up to three million exchangeable units, in accordance with the terms of the purchase agreement, and the issuance by Bridgemarq of the equivalent number of restricted voting shares that may be issued by the company upon the exchange of such exchangeable units.

The meeting is scheduled to be held as a virtual meeting, accessible on-line, on March 25, 2024, at 11 a.m. (Eastern Time), using the password bresi2024, which is case sensitive. Shareholders of record as at the close of business on Feb. 14, 2024, are entitled to receive notice of and vote at the meeting.

Holders of restricted voting shares are encouraged to vote on the transaction resolution as soon as possible by proxy or voting instruction form. Proxies must be submitted no later than 11 a.m. (ET) on March 21, 2024, or 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of any adjourned or postponed meeting. Shareholders may also vote on-line during the meeting, as more particularly described in the circular.

If shareholders have any questions or require more information with respect to voting their restricted voting shares, they can contact Bridgemarq's proxy adviser, Carson Proxy Advisors, at 1-800-530-5189 (collect: 416-751-2066) or info@carsonproxy.com to discuss.

The circular provides important information on the transaction and related matters, including the background to the transaction, the rationale for the recommendations made by the special committee and the board, information concerning the target entities and the company following completion of the transaction, and procedures relating to voting and virtually attending the meeting. Shareholders are urged to read the circular and its appendices carefully and in their entirety, and, if assistance is required, to consult with their financial, legal, tax or other professional advisers. The circular and the purchase agreement are available on SEDAR+ under the company's issuer profile.

In addition to shareholder approval, the completion of the transaction is subject to, among other things, applicable regulatory approvals, including TSX approval, and the satisfaction or waiver of certain other closing conditions customary in transactions of this nature. Subject to the satisfaction of such conditions, the transaction is expected to close by the end of March, 2024.

About Bridgemarq Real Estate Services Inc.

Bridgemarq is a leading provider of services to residential real estate brokers and a network of approximately 21,000 Realtors. It operates in Canada under the Royal LePage, Via Capitale, and Johnston & Daniel brands.

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