Mr. Blair Welch reports

SLATE GROCERY REIT ENTERS INTO DEFINITIVE AGREEMENT TO BE ACQUIRED BY BRIXMOR AND EVERVIEW PARTNERS IN A US$2.3 BILLION TRANSACTION FOR US$13.00 PER UNIT IN CASH

Slate Grocery REIT has entered into a definitive arrangement agreement with a joint venture (the purchaser) between Brixmor Property Group Inc. and affiliates of Everview Partners LP, pursuant to which the purchaser will acquire all of the issued and outstanding trust units of the REIT for $13.00 (U.S.) in cash per unit, representing a total enterprise value of approximately $2.3-billion (U.S.).

The all-cash transaction provides unitholders with immediate liquidity and certainty of value at an attractive premium. The consideration represents a premium of approximately 13 per cent to the closing price of the units on May 21, 2026, the last trading day prior to the public announcement of the strategic review process, and a premium of approximately 20 per cent to the closing price of the units on Sept. 23, 2026, the last trading day prior to the REIT's announcement of the suspension of distributions.

The transaction is the culmination of the strategic review process previously announced by the REIT on May 22, 2026. At that time, the REIT announced that the board of trustees had established a special committee comprised solely of independent trustees in response to an unsolicited proposal from affiliates of Slate Asset Management (Canada) LP, the external manager of the REIT, and that the special committee had a broad mandate to consider and evaluate strategic alternatives, including a potential sale of the REIT.

"Following a comprehensive strategic review process, including a competitive auction process, the special committee unanimously concluded that this transaction represents the best available outcome for the REIT and its unitholders. The transaction provides unitholders with immediate liquidity and certainty of value at an attractive all-cash price, and is the culmination of a competitive process focused on maximizing value for all unitholders. This outcome reflects strong institutional conviction in grocery-anchored real estate. We're confident Brixmor and Everview's combined resources and commitment to this sector position this portfolio well for its next chapter," said Marc Rouleau, chair of the special committee of the REIT.

"This outcome validates what we have long believed: grocery-anchored essential real estate is a high-quality, in-demand asset class and active in-house management creates measurable value for investors. The special committee ran a rigorous process and Slate Asset management, as external manager of the REIT and the REIT's largest investor, is fully supportive of the outcome. We are proud of the institutional caliber portfolio our team built and managed, and we are immediately focused on what comes next: redeploying capital into grocery-anchored real estate in North America and continuing to grow Slate's grocery platform in Europe, which is already one of the largest portfolios on the continent," said Blair Welch, chief executive officer of the REIT and co-founding partner of Slate Asset management.

Special committee and board recommendation

Following an extensive strategic review process, including a competitive auction process, and after consultation with its financial, legal, tax and real estate advisers, the special committee unanimously determined that the transaction is fair to unitholders and in the best interests of the REIT, and unanimously recommended that the board approve the arrangement agreement and recommend that unitholders vote in favour of the transaction.

The board, having received the unanimous recommendation of the special committee, has unanimously determined, with interested trustees abstaining from voting, that the transaction is in the best interests of the REIT and is fair to unitholders (other than the manager and its affiliates and related parties), and unanimously recommends that unitholders vote for the transaction.

In reaching its recommendation, the special committee considered, among other things: the immediate liquidity and certainty of value provided by the all-cash consideration; the premium to the REIT's trading price; the comprehensive strategic review process; the relative attractiveness of the transaction compared with other strategic alternatives reasonably available to the REIT, including proposals received in the REIT's competitive auction process; the terms of the arrangement agreement; and the fairness opinions received from Evercore Group LLC and CIBC World Markets Inc.

Fairness opinions

Each of Evercore Group, as financial adviser to the special committee, and CIBC World Markets Inc., retained to provide an independent fairness opinion, has provided a fairness opinion to the special committee and the board to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by unitholders (other than the manager and its affiliates and related parties) pursuant to the arrangement agreement is fair, from a financial point of view, to such unitholders.

Voting and support agreements

Concurrently with the execution of the arrangement agreement, each of the trustees holding units and the manager and its affiliates agreed to vote their respective units, as applicable, in favour of the transaction pursuant to voting and support agreements, subject to customary exceptions. The units represented by the voting and support agreements represent approximately 5.9 per cent of the issued and outstanding units of the REIT.

Transaction details

The transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (Ontario) and the Trustee Act (Ontario), and is expected to close in the first quarter of 2027, subject to customary closing conditions, including receipt of unitholder approval and approval of the Ontario Superior Court of Justice (Commercial List) and the concurrent termination of the management agreement with the manager. The transaction is not subject to any financing conditions and, other than any approval that may be required under the Investment Canada Act (Canada), is not subject to any regulatory approvals.

The required unitholder approval for the transaction will consist of: (i) at least 66.66 per cent of the votes cast on the arrangement by unitholders voting together as a single class; and (ii) a simple majority of the votes cast on the arrangement by such unitholders, excluding the manager and its affiliates and related parties, will vote together as a single class, in each case as required by Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

The arrangement agreement contains customary non-solicitation covenants on the part of the REIT, subject to customary "fiduciary out" provisions. A termination fee of approximately $31-million (U.S.) would be payable by the REIT to the purchaser in certain circumstances, including in the context of a superior proposal supported by the REIT. The REIT would also be entitled to a reverse termination fee payable by the purchaser of approximately $63-million (U.S.) if the transaction is not completed in certain circumstances.

The purchaser has provided evidence of fully committed financing, including debt commitment letters and equity commitment letters.

If the transaction closes after Jan. 20, 2027, unitholders will also receive additional cash consideration of 0.2482 U.S. cent per unit for each day from and after such date until closing, which would increase the aggregate consideration payable to unitholders by approximately $150,000 (U.S.) per day.

Following completion of the transaction, the REIT will become a privately held entity, the units will no longer be listed on the Toronto Stock Exchange (the TSX) and the REIT will cease to be a reporting issuer under Canadian securities laws.

No distributions will be declared or paid by the REIT for October, 2026, through the closing of the transaction.

Acquisition of NA Essential's joint venture interests

Effective as of the closing of the transaction, pursuant to a purchase agreement entered into by purchaser and Slate North American Essential Real Estate REIT Inc. (NA Essential), the purchaser will acquire the interest of NA Essential in the joint ventures between the REIT and NA Essential, for an aggregate purchase price of approximately $187.5-million (U.S.) (subject to a corresponding adjustment if the transaction closes after Jan. 20, 2027).

Termination of management agreement

The REIT is externally managed by the manager pursuant to the third amended and restated management agreement dated Oct. 1, 2021. The transaction is conditioned upon the termination of the management agreement, which termination shall become effective upon closing. The manager has agreed to the termination of the management agreement at closing in exchange for a fixed payment of $50-million (U.S.), which is inclusive of all severance, reimbursement, termination costs, change of control payments and other amounts that may otherwise be payable in connection with the termination of the management agreement. The termination payment has been approved by the independent trustees of the REIT.

Additional information and unitholder meeting

Additional information regarding the transaction will be included in an information circular that the REIT will prepare, file and mail to unitholders in advance of the special meeting to be held to consider and approve the transaction. Copies of the arrangement agreement and the information circular will be available under the REIT's profile on SEDAR+.

Advisers

Evercore Group is acting as exclusive financial adviser to the special committee. CIBC World Markets has been retained as financial adviser to the special committee to provide an independent fairness opinion to the special committee and the board. Fasken Martineau DuMoulin LLP and Sidley Austin LLP are acting as independent legal counsel to the special committee. Raider Hill Advisors LLC is acting as exclusive special real estate adviser to the special committee. Hogan Lovells Cadwalader U.S. LLP is acting as legal counsel to Brixmor, Simpson Thacher & Bartlett LLP is acting as legal counsel to Everview, and Davies Ward Phillips & Vineberg LLP is acting as Canadian counsel for Brixmor and Everview. RBC Capital Markets is acting as lead financial adviser and Wells Fargo Securities is acting as a financial adviser to Brixmor and the purchaser. Cushman & Wakefield is acting as real estate adviser to Brixmor. McCarthy Tetrault LLP is acting as legal counsel to the manager and NA Essential.

About Slate Grocery REIT

Slate Grocery is an owner and operator of United States grocery-anchored real estate. The REIT owns and operates critical real estate infrastructure across major U.S. metro markets that communities rely upon for their everyday needs. The REIT's resilient grocery-anchored portfolio and strong credit tenants are expected to provide unitholders with durable cash flows and the potential for capital appreciation over the longer term.

About Brixmor Property Group Inc.

Brixmor (New York Stock Exchange: BRX) owns and operates a high-quality, national portfolio of open-air shopping centres. Brixmor's 346 retail centers comprise approximately 63 million square feet of prime retail space in established trade areas. Brixmor's properties reflect its vision "to be the centre of the communities we serve" and are home to a diverse mix of thriving national, regional and local retailers. Brixmor is a valued partner to a broad range of retailers, including The TJX companies, The Kroger Co., Publix Super Markets and Ross Stores.

About Slate Asset management

Slate Asset management is a global investor and manager focused on essential real estate and infrastructure assets. Slate Asset management focuses on fundamentals with the objective of creating long-term value for its investors and partners across the real assets space. Slate Asset management is supported by exceptional people and flexible capital, which enable it to originate and execute on a wide range of compelling investment opportunities.

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