Centre des Récollets-Foucher, Limited Partnership Announces Issuer Bid to Purchase a maximum of 304 Units at $6,100 per Unit

MONTRÉAL, Oct. 21, 2026 /CNW/ -- Centre des Récollets-Foucher, Limited Partnership ("CRF" or the "Partnership") announced today that it has commenced an issuer bid (the "Offer") to purchase for cancellation a maximum of 304 limited partnership units of the Partnership ("Units") at a cash purchase price of $6,100 per Unit (the "Purchase Price"), for a maximum aggregate purchase price of $1,854,400. The 304 Units represent approximately 66.4% of the 458 Units currently issued and outstanding. The Offer is being made to holders of Units ("Unitholders") in Canada and is not conditional upon any minimum number of Units being deposited, but is subject to other conditions customary for transactions of this nature. The Offer will expire at 5:00 p.m. (Montréal time) on November 27, 2026, unless extended, varied or withdrawn.

Support Agreements and Undertaking. On September 25, 2026, the Partnership entered into support agreements (the "Support Agreements") with each of 146844 Canada Inc. (a company controlled by Dr. Christel Mathis) and Dr. Gemma Cheng, who jointly hold 154 Units (approximately 33.62% of the issued and outstanding Units). Under the Support Agreements, until the expiry of the Offer, neither of them (nor their respective affiliates) will deposit Units under the Offer without the prior written consent of Centre des Récollets-Foucher Management Corporation, the general partner of the Partnership (the "General Partner"). As a result, it is expected that all Units tendered under the Offer will be purchased.

In addition, Redbourne Group Holdings Inc. ("Group"), Redbourne Enterprises Inc. ("Enterprises") and Redbourne Enterprises Management Inc. (the "Manager" and, collectively with Group and Enterprises, the "Redbourne Parties") have delivered an undertaking in favour of 146844 Canada Inc. and Dr. Cheng (the "Undertaking"). Under the Undertaking, (i) Group has undertaken to tender all 45 Units it owns under the Offer; (ii) Enterprises, which owns all of the shares of the General Partner, has undertaken to sell those shares upon completion of the Offer to an entity designated by 146844 Canada Inc. and Dr. Cheng under a share purchase agreement to be entered into at that time; and (iii) the Manager has undertaken, upon completion of the Offer, to end leasing activities at the Centre des Récollets-Foucher property (the "Property") and to resign as property manager on or before February 28, 2027.

Accordingly, upon completion of the Offer and the sale of the General Partner's shares, 146844 Canada Inc. and Dr. Cheng are expected to jointly own all or a substantial majority of the outstanding Units and to jointly control the General Partner and, through it, the management of the Partnership and the Property, including decisions on leasing, distributions, financing and any future sale. The Redbourne Parties will cease to hold Units and to act as general partner and property manager. Unitholders who do not tender will remain minority Unitholders, and it is contemplated that the Partnership will cease to be a reporting issuer under the Securities Act (Québec) upon or shortly after completion of the Offer. The Support Agreements and the Undertaking are the only agreements, commitments or understandings between the Partnership and any Unitholder in connection with the Offer.

Rationale and Formal Valuation. The Offer is intended to provide Unitholders wishing to liquidate all or part of their investment with a liquidity opportunity without a sale of the Property or a dissolution of the Partnership. BDO Canada LLP, as independent valuator, prepared a formal valuation under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions, which concluded that, as of September 30, 2026 and subject to the assumptions, qualifications and restrictions therein, the fair market value of the Units ranges from $6,128 to $7,587 per Unit (midpoint of $6,858). The Partnership will fund the Offer from cash on hand.

The board of directors of the General Partner has approved the Offer, but neither the Partnership nor the General Partner makes any recommendation as to whether Unitholders should deposit their Units. Unitholders should carefully review the offer to purchase and issuer bid circular dated October 21, 2026 (the "Offer and Circular"), the formal valuation and the letter of transmittal, and consult their own financial, tax and legal advisors.

Forward-Looking Information. All of the statements contained herein, other than statements of fact that are independently verifiable at the date hereof, are forward-looking statements. Such statements, based as they are on the current expectations of management of the General Partner, inherently involve numerous risks and uncertainties, known and unknown, many of which are beyond the Partnership's control, including the satisfaction or waiver of the conditions of the Offer and the number of Units deposited under the Offer. Consequently, actual future results may differ materially from the anticipated results expressed in forward-looking statements, which reflect the Partnership's or the General Partner's expectations only as of the date of this press release. Forward-looking statements are typically identified by words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "strive", "will", "may" and "should" and similar expressions, as they relate to the Partnership, the General Partner and its management. Forward-looking statements are based upon the Partnership's current estimates, beliefs and assumptions, which are based on management's perception of historical trends, current conditions and currently expected future developments, as well as other factors it believes are appropriate in the circumstances. Specific forward-looking statements in this press release include, but are not limited to, statements with respect to the terms, timing and completion of the Offer, the funding of the Offer from cash on hand, the anticipated ownership and control of the Partnership and the General Partner following the Offer, the completion of the transactions contemplated by the Undertaking, including the sale of the shares of the General Partner and the end of leasing activities and resignation of the Manager as property manager, and the Partnership ceasing to be a reporting issuer. CRF disclaims any obligation to update such information except as required by applicable securities laws. This press release is for information purposes only and is not an offer to buy or a solicitation of an offer to sell Units; the Offer is made only by the Offer and Circular.

SOURCE Centre des Récollets-Foucher, Limited Partnership

For further information: Norman G. Spencer, acting as Chief Financial Officer, Centre des Récollets-Foucher Management Corporation, 300-1010 De La Gauchetière Street West, Montréal, Québec H3B 2N2 | [phone] | [email protected]