An anonymous director of Melcor reports

MELCOR REIT AND MELCOR DEVELOPMENTS ANNOUNCE CLOSING OF ARRANGEMENT

Melcor Real Estate Investment Trust (Melcor REIT) and Melcor Developments Ltd. (Melcor) have noted that in accordance with the previously announced plan of arrangement pursuant to the Business Corporations Act (Alberta), (i) Melcor acquired its unowned equity interest (approximately 45 per cent) in Melcor REIT LP (REIT LP) for $5.50 per Class A LP unit in cash consideration; and (ii) the REIT used the proceeds from the REIT LP sale to repurchase and cancel all of the REIT's outstanding participating trust units for consideration of $5.50 per unit less any applicable withholding taxes.

As previously announced, the arrangement was approved by the REIT's unitholders at a special meeting held on April 11, 2025, and the Court of King's Bench of Alberta granted the final order in respect of the arrangement on April 16, 2025.

The REIT's units are expected to be de-listed from the Toronto Stock Exchange after the markets close on April 24, 2025, and the REIT intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations after the units have been delisted.

Each holder of units is entitled to receive the consideration per unit. To receive their respective consideration, registered unitholders must complete and sign the letter of transmittal and deliver it, together with the certificate(s) (if applicable) representing the units and other documents required, to the depositary, Odyssey Trust Company, Trader's Bank Building, 702-67 Yonge St., Toronto, Ont., M5E 1J8, attention: corporate actions. The letter of transmittal was enclosed with the management information circular of the REIT dated March 10, 2025, and is available the under REIT's profile on SEDAR+. If you have any questions or require further information about the procedures to complete your letter of transmittal, please contact Odyssey Trust Company by telephone toll-free in North America at 1-888-290-1175 or outside North America at 1-587-885-0960, by e-mail at corp.actions@odysseytrust.com, or by visiting Odyssey Trust Company's website. Unitholders who hold their units in the name of an intermediary should contact that intermediary in regards to receiving the consideration for their units.

A copy of the purchaser's early warning report will be filed on the REIT's profile on SEDAR+.

Arrangement distribution

The arrangement provided for a non-cash distribution by the REIT to holders of units of record immediately prior to the effective time of the arrangement. The arrangement distribution, being 40 cents per outstanding unit, was equal to the REIT's estimated taxable income and capital gains for the period from Jan. 1, 2025, to closing (the stub year). The arrangement distribution was intended to reduce the REIT's taxable income for stub year to nil.

The payment of the arrangement distribution was made in accordance with the plan of arrangement by the issuance of additional trust units immediately prior to closing. Immediately following the arrangement distribution, and pursuant to the plan of arrangement, the number of outstanding units were consolidated so that each unitholder holds exactly the same number of units after the consolidation as each unitholder held immediately prior to the arrangement distribution.

Advisers

DLA Piper (Canada) LLP acted as legal counsel to the REIT independent committee of the board of trustees in connection with the arrangement. Bryan & Company LLP acted as legal counsel to Melcor. BMO Capital Markets acted as exclusive financial adviser to the REIT independent committee and Ventum Capital Markets acted as independent financial adviser and independent valuator to the REIT independent committee. CIBC Capital Markets acted as exclusive financial adviser to Melcor and ATB Capital Markets acted as strategic adviser to the independent committee of the board of directors of Melcor. Laurel Hill acted as proxy adviser to the REIT.

About Melcor Real Estate Investment Trust

Melcor REIT is an unincorporated, open-ended real estate investment trust. Melcor REIT owned a portfolio of interests in 34 properties representing approximately 2.8 million square feet of gross leasable area located across Alberta and in Regina, Sask.

About Melcor Developments Ltd.

Melcor is a diversified real estate development and asset management company that transforms real estate from raw land through to high-quality finished product in both residential and commercial built form. Melcor develops and manages mixed-use residential communities, business and industrial parks, office buildings, retail commercial centres, and golf courses. Melcor owns a well-diversified portfolio of assets in Alberta, Saskatchewan, British Columbia, Arizona and Colorado.

Melcor has been focused on real estate since 1923. The company has built over 140 communities and commercial projects across Western Canada and today manages 4.48 million square feet in commercial real estate assets and 449 residential rental units. Melcor is committed to building communities that enrich quality of life -- communities where people live, work, shop and play.

Melcor's headquarters are located in Edmonton, Alta., with regional offices throughout Alberta and in British Columbia and Arizona. Melcor has been a public company since 1968 and trades on the Toronto Stock Exchange (TSX: MRD).

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