--  Transaction maximizes value and provides immediate liquidity for First 
      Capital unitholders 
 
   --  Total consideration of $24.40 per unit represents a premium of 17% to 
      First Capital's 20-day volume-weighted average price and a premium of 8% 
      to First Capital's Net Asset Value of $22.57 per unit 
 
   --  Transaction received unanimous support from the First Capital Board of 
      Trustees, which recommends First Capital unitholders vote IN FAVOUR of 
      the Transaction 
 
   --  The First Capital Board of Trustees and the First Capital Special 
      Committee have obtained fairness opinions from RBC Capital Markets and 
      National Bank Capital Markets 
 
   --  KingSett to acquire First Capital's issued and outstanding units, 
      including approximately $4.4 billion of First Capital assets, comprising 
      a needs-based retail portfolio, high-street retail properties, 
      development and other financial assets 
 
   --  Choice Properties to acquire approximately $5.0 billion of First 
      Capital's necessity-based neighbourhood shopping centres, which will 
      materially strengthen its leading retail portfolio and drive incremental 
      long-term growth and value creation 
 
   --  Choice Properties to host call with investment community today at 8 
      a.m. ET, details included below 
TORONTO--(BUSINESS WIRE)--April 16, 2026-- 

First Capital REIT ("First Capital" or the "REIT") (TSX: FCR.UN), KingSett Capital, on behalf of KingSett Real Estate Growth LP No. 8 and other investors, (collectively "KingSett"), and Choice Properties REIT ("Choice Properties") (TSX: CHP.UN) today announced that they have entered into an agreement (the "Arrangement Agreement") pursuant to which KingSett and Choice Properties will acquire First Capital in a unit and cash transaction valued at approximately $9.4 billion, including the assumption of certain debt (the "Transaction").

Under the terms of the Arrangement Agreement, First Capital unitholders will receive consideration of $19.24 in cash and 0.3186 units of Choice Properties per First Capital unit, which represents total consideration of $24.40 per First Capital unit (the "Transaction Price") based on the closing unit price of Choice Properties on April 15, 2026. The Transaction Price represents a premium of 17% to First Capital's 20-day volume-weighted average price through April 15, 2026, and a premium of 8% to First Capital's Net Asset Value of $22.57 per unit. Additionally, the Transaction Price represents a premium of 12% and 21% to First Capital's closing unit price and 90-day volume-weighted average price through April 15, 2026, respectively.

Upon close of the Transaction, Choice Properties will acquire approximately $5.0 billion of high-quality retail assets from First Capital (the "Choice Properties Acquisition Portfolio"). KingSett will acquire approximately $4.4 billion of First Capital assets and all of First Capital's issued and outstanding units.

Paul Douglas, Chair of First Capital's Board of Trustees, said, "We are pleased to deliver immediate value to our investors through this Transaction. Supported by the recommendation of a Special Committee comprised of independent trustees, the First Capital Board believes this Transaction is in the best interests of First Capital unitholders. Accordingly, the Board recommends that unitholders vote in favour of the Transaction."

"This is an excellent transaction for our investors, which recognizes their longstanding support and commitment to First Capital," added Adam Paul, First Capital's President and Chief Executive Officer. "I am deeply grateful to our employees -- many of whom will continue to support the assets acquired by KingSett and Choice -- as well as to my partners on the executive leadership team, who have remained singularly focused on what was in the best interests of First Capital unitholders, and whose diligence and work ethic were critical in bringing us to this point."

Rob Kumer, Chief Executive Officer at KingSett Capital, said, "This Transaction comes at a time when we are seeing renewed optimism and positive momentum in Canadian real estate. We have partnered with Choice Properties to align the right assets with our respective strategies to deliver maximum value to First Capital's unitholders. We look forward to working with First Capital's tenants, partners and other stakeholders in the years ahead."

Rael Diamond, President and Chief Executive Officer of Choice Properties, said, "This is an exciting and transformative transaction that will solidify Choice Properties as Canada's leading REIT. Choice Properties is acquiring best-in-class, necessity-based neighbourhood shopping centres that will significantly strengthen our portfolio. We believe this is a unique and compelling opportunity that will increase our presence in urban markets and further diversify our tenant base. Importantly, we expect the combination of these assets with our existing portfolio will deliver enhanced long-term growth and value for our unitholders."

Benefits to First Capital Unitholders

   --  Attractive Premium -- The Transaction Price represents an all-time high 
      unit price, a premium of 17% to First Capital's 20-day volume-weighted 
      average price through April 15, 2026 and a premium of 8% to First 
      Capital's Net Asset Value of $22.57 per unit. 
 
   --  Immediate Liquidity -- The Transaction provides immediate liquidity to 
      First Capital unitholders, offering a total consideration mix of 79% cash 
      and 21% units of Choice Properties. 
 
   --  Continued Growth Opportunity -- The Transaction provides First Capital 
      unitholders with the opportunity to participate in the continued growth 
      of many of First Capital's assets, as well as the broader Choice 
      Properties portfolio, through ownership of Choice Properties units. The 
      combined portfolio delivers enhanced national scale, enabling greater 
      support for tenant growth and attracting best-in-class talent, while also 
      benefiting from Choice Properties' proven ability to create value at the 
      property level. 

Benefits to Choice Properties Unitholders

   --  Acquisition of Best-in-Class Assets -- The Choice Properties 
      Acquisition Portfolio is comprised of core necessity-based shopping 
      centres, located in urban neighbourhoods with the strongest demographics 
      in Canada. The Choice Properties Acquisition Portfolio materially 
      strengthens Choice Properties' national retail portfolio with exposure of 
      approximately 83% and 92% to MTVi and VECTOMii markets, respectively, in 
      addition to increasing third-party retail tenant exposure by nearly 50% 
      on a GLA basis. 
 
   --  Complementary and Strategic Fit -- The Choice Properties Acquisition 
      Portfolio is strategically aligned and highly complementary to Choice 
      Properties' integrated commercial real estate platform, providing 
      enhanced cash flow growth and enabling greater service and opportunities 
      for Choice Properties' tenants and partners. 
 
   --  Positioned for Long-term Growth -- The quality of the Choice Properties 
      Acquisition Portfolio and diversification of tenants is expected to 
      enhance Choice Properties' ability to outperform across market cycles and 
      deliver higher cash flow and net asset value growth over the long-term. 
 
 
   --  Enhanced Capital Markets Profile -- With greater scale and liquidity, 
      Choice Properties will strengthen its capital markets profile. Choice 
      Properties is committed to maintaining a disciplined capital structure 
      and investment-grade credit rating and has a clear path to near-term 
      deleveraging. 

Choice Properties Transaction Details

The approximate $5.0 billion Choice Properties Acquisition Portfolio comprises approximately $4.8 billion, or 8.0 million square feet, of income producing assets, along with approximately $0.2 billion of properties under development. The Choice Properties Acquisition Portfolio is expected to generate full-year NOI of approximately $235 million in 2027, with an annual growth rate of approximately 3.5% in the near-term.

Choice Properties intends to finance its acquisition of the Choice Properties Acquisition Portfolio through a combination of debt and equity. This includes the issuance of 68.6 million units of Choice Properties to First Capital unitholders valued at $1.1 billion based on Choice Properties' closing unit price on April 15, 2026, a $0.6 billion equity investment from George Weston Limited ("GWL") (TSX: GWL) for 38.0 million units, the assumption of First Capital's $2.3 billion of outstanding unsecured debentures, and the assumption of approximately $0.4 billion of existing in-place mortgages. The remaining consideration is expected to be financed via the issuance of new unsecured debentures by Choice Properties.

Choice Properties expects pro forma annualized net debt to adjusted EBITDA to be approximately 8.5x following closing of the Transaction. Choice Properties will maintain a disciplined capital structure and has a clear path to deleveraging through i) strong EBITDA growth from Choice Properties' combined portfolio; and ii) disciplined investment capital management through balanced capital recycling and development consistent with recent levels. Choice Properties expects net debt to adjusted EBITDA to decline to low-8x in the near-term, with a long-term target of 7.5x. Choice Properties has a proven track record of successfully reducing leverage following transformational acquisitions as demonstrated by its acquisition of Canadian REIT for $6.0 billion in 2018.

Concurrent with Transaction completion, Choice Properties will assume First Capital's $2.3 billion of outstanding unsecured debentures as successor entity to First Capital, in accordance with the trust indenture.

KingSett Transaction Details

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