EARLY WARNING NEWS RELEASE FOR MG

EARLY WARNING NEWS RELEASE PURSUANT TO NATIONAL INSTRUMENTS 62-103 AND 62-104

TORONTO, April 2, 2026 /CNW/ - Further to disclosure requirements of applicable securities laws, Penguin Properties Inc. ("Penguin"), is issuing this news release to disclose changes in the holdings of Penguin, M.S. Goldhar ("MG") and certain related entities, of securities of SmartCentres Real Estate Investment Trust (the "REIT") since January 19, 2022, the date of the last early warning report filed by MG (the "2022 Reporting").

Since the date of the 2022 Reporting:

(i)	MG acquired beneficial ownership of an aggregate of:
	(a)	864,800 trust units of the REIT ("Units") on the open market through the facilities of the Toronto Stock Exchange;
	(b)	216,901 exchangeable Class B limited partnership units of subsidiary partnerships of the REIT ("Class B Units") (exchangeable into Units on a one-for-one basis) pursuant to the exercise of rights under previously disclosed property acquisition arrangements of the REIT;
	(c)	216,901 special voting units ("Special Voting Units") that were received in association (on a one-to-one basis) with the acquisition of the Class B Units described directly above;
	(d)	591,862 Special Voting Units in accordance with the Voting Top-Up Right pursuant to the REIT's Declaration of Trust (any Special Voting Units issued/cancelled from time to time in accordance with the Voting Top-Up Right are hereinafter referred to as "Additional Special Voting Units");
	(e)	233,550 deferred units issued pursuant to the REIT's deferred unit plan ("Vested Deferred Units"); and
	(f)	946,655 performance units issued pursuant to the REIT's equity incentive plan ("Vested Performance Units"), and
(ii)	As a result of the expiry of the Voting Top-Up Right on December 31, 2025 (as previously disclosed by the REIT), 8,755,838 Additional Special Voting Units (including the Additional Special Voting Units from (i)(d) above) beneficially owned by MG were automatically cancelled for no consideration (the activities described in (i) and (ii) are collectively referred to herein as the "Unit Activity").

As of the date of the 2022 Reporting, and prior to giving effect to the Unit Activity, MG had beneficial ownership of 15,032,063 Units, then representing approximately 10.4% of the REIT's issued and outstanding Units at the date of the 2022 Reporting, which together with MG's then beneficial ownership of:

(i)	21,942,400 Class B Units;
(ii)	30,106,376 Special Voting Units, comprised of: (a) 21,942,400 Special Voting Units associated (on a one-to-one basis) with the Class B Units set out in (i) above); and (b) 8,163,976 Additional Special Voting Units; and
(iii)	133,951 Vested Deferred Units,

collectively represented approximately:

(i)	22.3% of the REIT's issued and outstanding Units (assuming the exchange of all of the Class B Units, and conversion of all Vested Deferred Units, beneficially owned by MG for Units);
(ii)	24.2% of the REIT's issued and outstanding voting securities; and
(iii)	72.3% of the issued and outstanding Special Voting Units (including Additional Special Voting Units).

As of the date hereof, after giving effect to the Unit Activity, MG has beneficial ownership of 15,896,863 Units, representing approximately 11.0% of the REIT's issued and outstanding Units. which together with MG's then beneficial ownership of:

(i)	22,159,301 Class B Units;
(ii)	22,159,301 Special Voting Units associated (on a one-to-one basis) with the Class B Units set out in (i) above);
(iii)	367,501 Vested Deferred Units; and
(iv)	946,655 Vested Performance Units,

collectively represent approximately:

(i)	23.4% of the REIT's issued and outstanding Units (assuming the exchange of all of the Class B Units, and the conversion of all Vested Deferred Units and redemption of all Vested Performance Units, beneficially owned by MG for Units), an increase of approximately 1.1 percentage points compared to MG's securityholding percentage of approximately 22.3% of the REIT's issued and outstanding Units (assuming the exchange of all of the Class B Units, and conversion of all Vested Deferred Units, beneficially owned by MG for Units) as of the date of the 2022 Reporting and prior to giving effect to the Unit Activity;
(ii)	21.3% of the REIT's issued and outstanding voting securities, a decrease of approximately 2.9 percentage points compared to MG's security holding percentage of approximately 24.2% of the REIT's issued and outstanding voting securities as of the date of the 2022 Reporting and prior to giving effect to the Unit Activity; and
(iii)	65.9% of the issued and outstanding Special Voting Units, a decrease of approximately 6.4 percentage points compared to MG's securityholding percentage of 72.3% of the issued and outstanding Special Voting Units (including Additional Special Voting Units) as of the date of the 2022 Reporting and prior to giving effect to the Unit Activity.

MG intends to exercise his rights under the Declaration of Trust, including the right to appoint trustees as described in Item 6 of the early warning report to be filed in conjunction with this news release (the "Early Warning Report").  Depending on various factors, including, without limitation, market conditions, general economic and industry conditions, the REIT's business and financial condition and/or any other factors that MG may deem relevant, MG may take such actions with respect to his investment in the REIT as he deems appropriate including, without limitation, (i) acquiring, exercising, converting, exchanging, selling or otherwise disposing of securities of the REIT or securities exercisable for, or convertible or exchangeable into, securities of the REIT and/or (ii) developing plans or intentions or taking actions which relate to or would result in one or more of the transactions or matters referred to in paragraphs (a) through (k) of Item 5 of the Early Warning Report.

This news release is being issued as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 – Take-Over Bids and Issuer Bids and relates to the REIT and MG, each of 3200 Highway 7, Vaughan, Ontario, L4K 5Z5.  A copy of the Early Warning Report to be filed in conjunction with this news release can be obtained by contacting Joseph Amato at [phone].

SOURCE Penguin Properties Inc.