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Smartcentres Real Estate Investment Trust (SRU-UN-T) Quote - Press Release

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Early Warning News Release Pursuant to National Instruments 62-103 and 62-104

CNW Group - Tue Mar 19, 4:03PM CDT

Further to disclosure requirements of applicable securities laws, Mitchell Goldhar announces that he has, since the last early warning report dated October 4, 2017, acquired beneficial ownership of equity and voting securities of SmartCentres Real Estate Investment Trust (the "REIT") consisting of (i) 53,002 units of the REIT ("Units") pursuant to the exercise of rights under previously disclosed property acquisition arrangements of the REIT; (ii) 130,095 exchangeable Class B limited partnership units ("Class B Units") (exchangeable into Units on a one-for-one basis) of subsidiary partnerships of the REIT (the "Partnerships"), together with an equal number of associated non-participating special voting units ("Special Voting Units") pursuant to the exercise of rights under previously disclosed property acquisition arrangements of the REIT; and (iii) 3,207,396 Special Voting Units pursuant to the terms of Section 6.1.5 of the amended and restated declaration of trust of the REIT (the "Declaration of Trust", and any Special Voting Units issued from time to time pursuant to Section 6.1.5 of the Declaration of Trust hereinafter referred to as "Additional Special Voting Units") whereby Mitchell Goldhar has minimum voting entitlements in specified circumstances (the foregoing acquisitions described in (i), (ii) and (iii) collectively referred to hereinafter as the "Unit Activity").

Prior to the Unit Activity, Mitchell Goldhar had beneficial ownership of: (i) 13,782,861 Units (then representing approximately 10.4% of the REIT's issued and outstanding Units as at October 4, 2017); (ii) 21,366,132 Class B Units (and an equal number of associated Special Voting Units); and (iii) 6,219,693 Additional Special Voting Units, which collectively represented approximately 22.1% and 25% of all of the REIT's then issued and outstanding equity securities and voting securities, respectively.

After giving effect to the Unit Activity, Mitchell Goldhar has beneficial ownership of 13,835,863 Units, representing approximately 9.7% of the REIT's outstanding Units, which together with Mitchell Goldhar's beneficial ownership of 21,496,227 Class B Units of the Partnerships (and an equal number of associated Special Voting Units), and 9,427,089 Additional Special Voting Units, represents approximately: (i) 21.6% of all of the REIT's issued and outstanding Units (assuming the exchange of all of the Class B Units beneficially owned by Mitchell Goldhar); and (ii) 25% of all of the REIT's issued and outstanding voting securities. The Unit Activity represent approximately 0.1% and 1.9% of all of the REIT's issued and outstanding equity securities and voting securities, respectively. The Special Voting Units (including Additional Special Voting Units) acquired as part of the Unit Activity represent approximately 9.1% of the REIT's issued and outstanding Special Voting Units (including Additional Special Voting Units).

Mitchell Goldhar acquired beneficial ownership of the securities reported herein pursuant to previously disclosed property acquisition arrangements and the terms of the Declaration of Trust. Mitchell Goldhar intends to exercise his rights under the Declaration of Trust, including the right to appoint trustees and as described in Item 6 of the early warning report to be filed on SEDAR in respect of the Unit Activity. 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 Mitchell Goldhar may deem relevant, Mitchell Goldhar 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 to be filed on SEDAR in respect of the Unit Activity.

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 Mitchell Goldhar, each of 3200 Highway 7, Vaughan, Ontario, L4K 5Z5.

SOURCE Mitchell Goldhar

View original content: http://www.newswire.ca/en/releases/archive/March2019/19/c6193.html

SOURCE: Mitchell Goldhar

Further information (including a copy of the early warning report to be filed on
SEDAR) can be obtained at www.sedar.com under the REIT's company profile or by
contacting Joseph Amato at 905-326-6400.

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