Mr. Samir Manji of Sandpiper Group reports

SANDPIPER GROUP ANNOUNCES ITS OPPOSITION TO H&R'S PROPOSED GO RESIDENTIAL TRANSACTION

Sandpiper Group, which owns approximately 1 per cent of the outstanding units of H & R Real Estate Investment Trust, opposes and intends to vote its units against the proposed transaction under which H & R's assets would be sold to GO Residential Real Estate Investment Trust and a buyer group that includes Blackstone, Crestpoint and CRAL Class B Ltd. (CRAL), a company controlled by the family of H & R's executive chairman and chief executive officer, Thomas J. Hofstedter. Under the transaction, H & R unitholders would receive $4.28 in cash plus 0.5688 of a GO REIT unit for each H & R unit.

Highlights:

• Sandpiper, owner of approximately 1 per cent of H & R's outstanding units, intends to vote against the arrangement.
• Based on Oct. 1, 2026, prices disclosed in H & R's management information circular, the consideration was worth approximately $10.15 per unit below the fair-market-value range of $10.80 to $13.20 set by the independent trustees' independent valuator.
• Sandpiper believes better alternatives are available to maximize value for all unitholders.

Sandpiper has serious concerns with the transaction. This release sets out five key reasons, drawn from public disclosure, including H & R's management information circular dated Oct. 2, 2026, and filed on Oct. 8, 2026.

1. The value falls short on key metrics

$10.15: That is what the consideration was worth per H & R unit at the GO REIT price and exchange rate disclosed in the circular as of Oct. 1, 2026. The headline value of $12.01 per unit depended on GO REIT's unit price on Aug. 10, 2026, the day before the transaction was announced.

At $10.15, the consideration is below: (i) H & R's reported NAV (net asset value) of $16.23 per unit at June 30, 2026; (ii) the fair-market-value range of $10.80 to $13.20 set by National Bank Financial, the independent valuator engaged by H & R's independent trustees; (iii) $10.49, the unaffected June 10, 2026, price against which the board measures its 14.5-per-cent premium; and (iv) $10.89, the price at which H & R units traded the day before the transaction was announced.

2. Unitholders were apparently offered more in cash

$12.50: As disclosed in the circular, in 2025, multiple buyer groups made non-binding proposals to acquire H & R at all-cash prices of up to $12.50 per unit, and H & R appears to have told each of them that was not enough. H & R's board has since accepted mostly-unit consideration worth about $10.15 on Oct. 1, 2026, from a purchaser group that includes H & R's own CEO, who played a role in the transaction.

3. One set of terms for CRAL, another for public unitholders

$413-million: According to the circular, CRAL, controlled by the Hofstedter family, is to pay about $1.56-billion for assets with an IFRS (international financial reporting standards) value of about $1.98-billion. No independent valuation of that price is described. Further, about $529-million is satisfied with CRAL's own H & R units and the net proceeds of package assets sold to third parties since signing are also credited to CRAL and those sales are instructive. H & R has sold its interest in 25 Sheppard Avenue West for $81.5-million, its full IFRS value, and has agreed to sell the Caledon lands for $436-million in cash, $36-million above their IFRS value.

4. Insiders receive a fixed price; public unitholders bear market risk

$12.01: As disclosed in the circular, that is the fixed cash price at which vested trustee and executive equity awards, including awards that vest on the change of control, will be redeemed. Public unitholders, by contrast, may receive less per unit (about $10.15 per unit at Oct. 1, 2026) and bear the full market risk on the GO REIT units they receive.

5. Unitholders take on GO REIT's market risk and a significant tax bill

52 per cent: That is how far GO REIT's unit price had fallen from its $15 (U.S.) July, 2025, IPO (initial public offering) price as of Oct. 6, 2026, the last trading day before the first public opposition to the transaction. Issuing about 134.2 million new GO REIT units risks a market overhang in a security that, to Sandpiper's knowledge, has no major index inclusion.

According to the circular, H & R estimates taxable income of $4.25 to $4.75 per unit, of which $3 to $3.35 is ordinary income for taxable Canadian-resident unitholders, significantly reducing the after-tax value of the $4.28 cash payment. While unitholders may consider selling their units on the TSX before closing as an alternative, unitholders doing so may be selling below the price at which H & R units traded before the transaction was announced -- a result that, in Sandpiper's view, highlights the shortcomings of the transaction.

Better alternatives are available

Sandpiper believes the transaction is not the right way to maximize value for H & R's public unitholders. Sandpiper believes that, if the transaction does not proceed, unitholders would retain the opportunity to pursue alternatives that deliver better value on terms that are transparent, balanced and fair to all unitholders.

"The central question is whether this particular transaction delivers compelling value to H & R's public unitholders on terms that are transparent, balanced and in our best interests. We have serious concerns that it does not," said Samir Manji, founder and chief executive officer of Sandpiper Group. "That is why Sandpiper intends to vote against the transaction."

Advisers

Sandpiper has retained Norton Rose Fulbright Canada LLP as legal counsel and Kingsdale Advisors as strategic adviser.

We seek Safe Harbor.