Ewing Morris Announces Successful Completion of its Offer for Units of BTB Real Estate Investment Trust

Toronto, Ontario--(Newsfile Corp. - October 20, 2025) - Ewing Morris, on behalf of investment vehicles and accounts managed by it ("Ewing Morris"), today announced the completion of its all-cash offer (the "Offer") to acquire Units (the "Units") in the capital of BTB Real Estate Investment Trust (TSX: BTB.UN) ("BTB" or the "Trust") at a price of $4.10 per Unit, for an aggregate cost of approximately $32,800,000.

The Offer was oversubscribed, and as a result, Ewing Morris will take up the deposited Units on a pro-ration basis, applying a pro-ration factor of approximately 97.9%. In connection with the completion of the Offer, Ewing Morris will take up and pay for Units that have been validly tendered and not withdrawn within three (3) business days. Following the take-up and payment for such Units, Ewing Morris will own a total of 8,243,100 Units, representing approximately 9.85% of BTB's issued and outstanding Units.

Payment for the purchased Units will be effected by Odyssey Trust Company, the depository for the Offer, in accordance with the Offer and applicable law. Unitholders of BTB who have validly deposited and not withdrawn their Units are not required to take any further action to accept the Offer.

The investment reflects Ewing Morris's broader strategy of bringing a private-equity mindset to the public markets—emphasizing active engagement, alignment of interests, and sustainable long-term value creation.

Unitholder Questions

Unitholders of BTB who have questions with respect to the completed Offer, please contact the depositary or the information agent for the Offer at the contact details below:

Cautionary Statement Regarding Forward-Looking Information

This press release may contain forward-looking information and forward-looking statements within the meaning of applicable securities laws. Specifically, certain statements contained in this press release, including without limitation statements regarding the Offer, taking up and paying for Units deposited under the Offer, Ewing Morris' assessment of BTB's future prospects, contain "forward-looking information" and are prospective in nature. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements.

Statements containing forward-looking information are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future outcomes expressed or implied by the statements containing forward-looking information.

Although Ewing Morris believes that the expectations reflected in statements containing forward-looking information herein made by it (and not, for greater certainty, any forward-looking statements attributable to the Trust) are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting the Trust's operations will continue substantially in the current state, including, without limitation, with respect to industry conditions, general levels of economic activity, continuity and availability of personnel, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, taxes, that there will be no unplanned material changes to the Trust's operations, and that the Trust's public disclosure record is accurate in all material respects and is not misleading (including by omission).

Ewing Morris cautions that the foregoing list of material factors and assumptions is not exhaustive. While these factors and assumptions are considered by Ewing Morris to be appropriate and reasonable in the circumstances as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information. Many of these assumptions are based on factors and events that are not within the control of Ewing Morris and there is no assurance that they will prove correct.

Important facts that could cause outcomes to differ materially from those expressed or implied by such forward-looking information include, among other things, actions taken by the Trust in respect of the Offer, the content of subsequent public disclosures by the Trust, the failure to satisfy the conditions to the Offer, general economic conditions, legislative or regulatory changes and changes in capital or securities markets. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although Ewing Morris has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to Ewing Morris or that Ewing Morris presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.

Statements containing forward-looking information in this press release are based on Ewing Morris' beliefs and opinions at the time the statements are made, and there should be no expectation that such forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Ewing Morris disclaims any obligation to do so, except as required by applicable law. All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/271177