GO Residential REIT Files Management Information Circular and Urges Unitholders to Vote FOR the Issuance of Trust Units in Connection with Previously Announced Transaction with H&R REIT

GO Residential REIT Files Management Information Circular and Urges Unitholders to Vote FOR the Issuance of Trust Units in Connection with Previously Announced Transaction with H&R REIT

Board of Trustees Unanimously Recommends Approval of Trust Unit Issuance to Complete Acquisition of 27-Property Portfolio

• Management information circular and related voting materials have been filed on SEDAR+ in connection with proposed acquisition of 27 properties from H&R Real Estate Investment Trust announced August 11, 2026 (the "Transaction")
• Transaction will see GO Residential REIT indirectly acquire 10,295 residential suites across 27 properties in eight U.S. markets
• Transaction expected to be accretive to FFO Adjusted per Unit and AFFO Adjusted per Unit following closing, supported by approximately US$15 million of expected annualized synergies and US$51 million of additional consideration over the first two years following closing, providing greater certainty around cash flows during the initial ownership period, and a bridge to the portfolio's expected stabilized earnings power
• Board of trustees unanimously recommends unitholders vote FOR the resolution to approve the issuance of approximately 134.2 million GO Residential REIT trust units
• VOTING DEADLINE: Unitholders must submit voting instructions by 11:00 am (Toronto time) on November 11, 2026

TORONTO and NEW YORK, Oct. 8, 2026 /CNW/ -- GO Residential Real Estate Investment Trust ("GO Residential REIT" or "GO") (TSX: GO.U) today announced the filing of its management information circular (the "Circular") and related voting materials in connection with its previously announced proposed indirect acquisition of a 27-property portfolio from H&R Real Estate Investment Trust ("H&R REIT"). The Circular has been filed in connection with a special meeting of GO unitholders, scheduled for November 13, 2026 (the "Special Meeting"), at which unitholders will be asked to approve the issuance of approximately 134.2 million trust units of GO as partial consideration for the Transaction. A copy of the Circular is available at www.sedarplus.ca under GO's profile and at GO's website at investors.goresidentialreit.com/transaction.

Upon closing, GO will own 13,026  residential suites across 35 residential properties in eight U.S. markets. GO is expected to be the second-largest publicly-traded residential real estate investment trust in Canada and the seventh-largest publicly-traded residential real estate investment trust in the United States, in each case by enterprise value as of June 30, 2026. A Property Book providing a comprehensive property-by-property description of the complete portfolio that will comprise the pro forma GO following closing was also filed by GO under its profile on SEDAR+ last week and is available on GO's website.

In connection with the filing of the Circular, GO has issued a letter to unitholders outlining the strategic merits of the Transaction, and why GO's board of trustees unanimously recommends unitholders vote FOR the resolution to approve the issuance of approximately 134.2 million trust units of GO to enable the Transaction to be completed. This letter is included below.

How to vote

Unitholder votes must be received by 11:00 am (Toronto time) on the proxy deadline date of November 11, 2026. There are different ways to vote depending on whether you are a registered unitholder or a beneficial unitholder. Unitholders who hold their trust units through a broker or intermediary are urged to contact their brokers or intermediaries immediately to ensure their instructions are recorded prior to the deadlines set by such brokers or intermediaries, which will be in advance of the proxy deadline date. Full details are included in the Circular.

For assistance with voting, unitholders may also contact Laurel Hill Advisory Group by calling 1-877-452-7184 (toll-free in Canada and the United States) or 1-416-304-0211 (International), by texting "INFO" to either number, or by email at assistance@laurelhill.com.

LETTER TO GO UNITHOLDERS

Dear GO Unitholders:

On August 11, 2026, we announced an agreement to indirectly acquire a portfolio of 27 properties from H&R REIT. As founders and two of the largest individual trust unitholders of GO Residential REIT, we were thrilled to reach this agreement and are tremendously excited about the opportunity this represents for GO Residential REIT and our fellow unitholders. This Transaction is expected to fundamentally transform GO Residential REIT by providing a strengthened platform for value creation.

We are asking you to vote to approve the issuance of approximately 134.2 million trust units of GO Residential REIT to complete the Transaction, and we want to explain, directly and plainly, why we believe you should.

When we founded GO Residential REIT, we had a clear ambition: to build a premier luxury residential real estate investment trust. We began with five exceptional buildings in one of the strongest residential rental markets in North America. In our first twelve months as a public entity, we expanded operating margins, and we grew our initial portfolio from five properties in Manhattan to eight properties across New York City, with acquisitions of an additional two properties pending completion.

In conversation after conversation with our unitholders, the message has been consistent: GO Residential REIT is an exceptional platform constrained by its size, perceptions of concentration risk, limited trading liquidity and leverage. These are legitimate observations that have shaped our thinking about how to build on the foundation we have created with our unitholders' support. The Transaction answers many of the identified issues and establishes our path forward for creating value for unitholders into the future.

What this Transaction does:

The Transaction will see GO Residential REIT indirectly acquire 27 properties from H&R REIT, comprising:

• 23 Sunbelt residential communities managed under the Lantower brand,
  
  
• an approximate 50% interest in Jackson Park (a luxury high-rise in Long Island City),
  
  
• a 50% interest in River Landing in Miami,
  
  
• a Class A office tower at Two Gotham Center in New York City, and
  
  
• a mixed-use commercial and office asset in Dallas.

Upon completion of the Transaction, GO Residential REIT will own 13,026 residential suites across 35 properties in eight U.S. markets. We will be the second-largest publicly-traded residential real estate investment trust in Canada and the seventh-largest publicly-traded residential real estate investment trust in the United States, in each case, by enterprise value as of June 30, 2026. We strongly believe that the transition from a small-cap real estate investment trust to a larger-capitalization real estate investment trust will enable GO Residential REIT to capitalize on new opportunities and compete with other major players in the real estate industry.

Why we believe this is the right transaction, at the right time:

• High-Quality, Class A Portfolio at an Attractive Basis. The properties to be acquired pursuant to the Transaction will complement GO Residential REIT's existing trophy New York City portfolio with Class A properties acquired at an attractive basis relative to estimated replacement cost and private market values. Upon completion of the Transaction, we expect to continue to have among the highest average monthly rental rates of any publicly-traded residential real estate investment trust in Canada or the United States, supporting sustained income growth and reflecting the quality and desirability of our assets. In addition, GO Residential REIT is expected to own a modern portfolio, averaging just 11 years in age, that is among the newest of its Canadian and U.S. public residential real estate investment trust peers. The implied acquisition basis represents an attractive entry point on both a per-unit and a capitalization-rate basis relative to comparable asset transactions and replacement cost, providing GO Residential REIT with meaningful embedded value from day one.
  
  
• Accretive to FFO Adjusted and AFFO Adjusted Earnings. The Transaction is expected to be accretive to our FFO Adjusted per Unit and AFFO Adjusted per Unit, supported by approximately US$15 million of expected annualized transaction synergies derived from property-level margin enhancement, procurement efficiencies and overhead and operational integration that are expected to be realized within 12 to 18 months following completion of the Transaction. Today, our distribution coverage and resulting AFFO Adjusted payout ratio are strong. Tomorrow, we believe they will be even stronger by virtue of this expected accretion. In addition, unitholders will benefit from approximately US$51 million of additional consideration from CRAL Class B Limited, a company controlled by members of the family of Thomas J. Hofstedter, Executive Chairman and Chief Executive Officer of H&R REIT, during approximately the first two years following the consummation of the Transaction. We expect the additional consideration will provide greater certainty around cash flows during the initial ownership period, and a bridge to the portfolio's expected stabilized earnings power.
  
  
• Strengthened Balance Sheet and Enhanced Financial Flexibility. Upon completion of the Transaction, our debt-to-EBITDA ratio is expected to decrease by more than two times, with further potential reductions from additional consideration provided pursuant to the Transaction and expected post-closing synergies. The strengthened balance sheet is expected to serve as a foundation for flexibility that can potentially be utilized to realize additional value creation.
  
  
• Diversification into High-Growth Sunbelt Markets with Continued Focus on New York City. The Transaction increases GO Residential REIT's exposure to our hometown market – New York City – and provides a presence in three Sunbelt states – Florida, Texas and North Carolina – that we expect to deliver long-term value to unitholders. This diversification is neither a reflection of a change in our outlook for New York City nor an indication of an intention to enter new markets purely on the basis of value. In fact, New York City is expected to account for approximately 70% of the GO Residential REIT portfolio's NOI. We expect New York City to continue to be one of the strongest residential markets in North America and did not take the decision to enter other markets lightly. Tampa, Orlando, Miami, Dallas, Austin, Raleigh-Durham and Charlotte possess underlying supply and demand drivers that are expected to provide for sustainable long-term growth. They represent the exact type of markets that we would be willing to expand beyond New York City for and this Transaction provides for the opportunity to do so in a risk-adjusted manner.
  
  
• Diversification Across Highly Attractive Property Types. The post-Transaction portfolio is also expected to benefit from asset type diversification. The pro forma residential asset mix is comprised of high-rise assets (39%), Class A urban-adjacent multifamily assets (48%) and Class A mid-rise new-construction assets (13%). This strategic weighting is expected to support strong pricing power, low credit risk and high retention, and an institutional-grade platform positioned for operational performance. Let us be clear on one point, however – this Transaction does not mark a strategic shift into non-residential assets. The office and commercial assets being acquired are non-core and we do not expect to strategically target these classes going forward.
  
  
• Enhanced Trading Liquidity and Capital Markets Profile. The Transaction is expected to increase our equity float by approximately fourfold from current levels. This expanded float, together with our institutional-grade scale, is anticipated to improve daily trading liquidity and strengthen the platform's attractiveness to large-scale institutional investors.

Where we are today, versus where we are going:

We have seen the market reaction since we announced this Transaction, and we take it seriously. Our significant personal investments in GO Residential REIT date back to before our initial public offering. Our personal investments have continued to grow in the months since going public and we want to be clear that our conviction and confidence in this story have not diminished. Our convictions have only grown by virtue of the opportunity that now sits before us.

This Transaction represents a potential turning point for GO Residential REIT. It represents the transformation into a scaled, more diversified structure designed to promote stronger and more sustainable long-term growth and the transition into a larger-capitalization real estate investment trust with balance sheet flexibility meant to support greater value creation. From the beginning, our vision has been to build a real estate investment trust and an investment opportunity for the long term. We believe this Transaction is a critical step in that journey, and we are standing behind that belief with our own capital.

What we are asking:

Our board of trustees unanimously recommends that you vote FOR the resolution to approve the issuance of the GO Residential REIT units in connection with this Transaction. We have also entered into support and voting agreements committing to vote our trust units in favour of the Transaction. Each trustee and executive officer of GO Residential REIT that holds trust units or rights to acquire trust units has made the same commitment. In asking for your support, we are not asking you to do something we are unwilling to do ourselves.

A simple majority of votes cast is required for the resolution to pass. Your vote matters. If you hold your trust units through a broker or intermediary, please contact them directly to ensure your instructions are recorded. Proxies submitted in favour of the resolution by the deadline described in the Circular will be voted accordingly.

The Circular contains a full description of the Transaction, the background to the Transaction and the reasons for the board of trustees' recommendation, among other matters. We encourage you to read it and vote in favour of the resolution to approve the issuance of the GO Residential REIT units in connection with this Transaction.

How to vote:

There are different ways to submit your voting instructions depending on whether you are a registered unitholder or a beneficial unitholder.

• Registered Unitholders: You may vote by attending the meeting in person (virtually) or in advance of the meeting by proxy, mail, phone or on the Internet using the details in the accompanying materials.
  
  
• Beneficial Unitholders: You may vote or appoint a proxy using the voting instruction form provided to you in the accompanying materials. Your vote or proxy appointment will be submitted by your bank, trust company, securities broker, trustee, custodian or other nominee who holds trust units on your behalf to GO Residential REIT.

For assistance with voting you may also contact Laurel Hill Advisory Group by calling 1-877-452-7184 (toll-free in Canada and the United States) or 1-416-304-0211 (International), by texting "INFO" to either number, or by email at assistance@laurelhill.com.

Sincerely,

                (signed) Meyer Orbach and Joshua Gotlib

About GO Residential REIT

GO Residential REIT is an internally managed, open ended real estate investment trust established under, and governed by, the laws of the Province of Ontario. GO Residential REIT has been formed to provide investors with an opportunity to invest in luxury high-rise multifamily properties ("LHRs") located in the New York metropolitan area and other major metropolitan cities in the United States. GO Residential REIT currently owns and operates a portfolio of eight LHRs consisting of 2,731 luxury suites located in New York City, New York.

Non-IFRS Financial Measures

In this press release, GO Residential REIT uses certain financial measures that are not defined under International Financial Reporting Standards ("IFRS") including certain non-IFRS measures, such as NOI, FFO Adjusted and AFFO Adjusted, and non-IFRS ratios, such as FFO Adjusted per Unit, AFFO Adjusted per Unit, AFFO Adjusted payout ratio and debt-to-EBITDA ratio. Such non-IFRS measures and ratios are commonly used by entities in the real estate industry as useful metrics for measuring performance. However, they do not have any standardized meaning prescribed by IFRS and are not necessarily comparable to similar measures presented by other publicly traded entities. These measures should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS. GO Residential REIT believes these non-IFRS financial measures and ratios provide useful supplemental information to both management and investors in measuring the operating performance, financial performance and financial condition of GO Residential REIT. See "Non-IFRS Measures" of the management's discussion & analysis for the period ended June 30, 2026 ("Q2 MD&A"), for the descriptions of each non-IFRS measure and to find a quantitative reconciliation to the most directly comparable IFRS measure; "Non-IFRS Measures" and the related quantitative reconciliations are incorporated by reference herein.

Forward-Looking Statements

This press release contains statements that include forward-looking information within the meaning of applicable securities laws (collectively, "forward-looking statements"). Statements containing forward-looking information are neither historical facts nor assurances of future performance, but instead, provide insights regarding management's current expectations and plans and allow investors and others to better understand GO Residential REIT's anticipated business strategy, financial position, results of operations and operating environment. In some cases, forward-looking statements can be identified by terms such as "plans", "expects", "does not expect", "goals", "seek", "strategy", "future", "estimates", "intends", "does not anticipate", "projected", "believes" or variations of such words and phrases to the effect that certain actions, events or results "may", "will", "could", "would", "should", "might", "likely", "occur", "be achieved" or "continue" or the negative thereof or other variations of such words and phrases concerning matters that are not historical facts.

Specific forward-looking information in this press release includes, but is not limited to, statements relating to: GO Residential REIT's intention to complete the Transaction; the number of properties to be acquired; the Special Meeting and the timing thereof; management's views on the positive impacts of the Transaction and the strategic rationale for the Transaction, including the impact of the Transaction on GO Residential REIT's NOI, FFO Adjusted, AFFO Adjusted, balance sheet, FFO Adjusted per Unit, AFFO Adjusted per Unit, AFFO Adjusted payout ratio, pro forma debt-to-EBITDA ratio and trading liquidity; GO Residential REIT's ability to compete with other residential real estate investment trusts; management's beliefs regarding the benefits of geographic and asset type diversification; the increase in the attractiveness of GO Residential REIT to institutional investors; the expected impact of the Transaction on GO Residential REIT's financial position, performance and strategy, including the amount, sources and timing of realization of expected annualized synergies; the underlying supply and demand drivers in the markets in which GO Residential REIT is acquiring the properties; the expected additional consideration to be received pursuant to the Transaction; management's views that GO Residential REIT will continue to have among the highest average monthly rental rates of any publicly-traded residential real estate investment trust in Canada or the United States; and generally, GO Residential REIT's strategy, plans, goals and priorities. There can be no assurance that the proposed Transaction will be completed, or that it will be completed on the terms and conditions previously described or described above.

Forward-looking statements are based on information currently available to management and on estimates and assumptions, including assumptions about future economic conditions and courses of action. Examples of material estimates, assumptions and beliefs made by management in preparing such forward-looking statements include, but are not limited to: the global economy will remain stable over the next 12 months; inflation will remain relatively stable; interest rates will remain relatively stable; no unforeseen changes in the legislative and operating framework for GO Residential REIT will occur, including unforeseen changes to tax laws; conditions within the U.S. LHR industry and residential real estate industry generally, including competition for acquisitions, will be consistent with the current climate; GO Residential REIT's future level of indebtedness and its future growth potential will remain consistent with its current expectations; the Transaction will close according to its terms; GO Residential REIT will be able to refinance its debts as they mature; the Canadian and U.S. capital and financial markets will provide GO Residential REIT with access to equity and/or debt at reasonable rates when required; and the current members of management, including Meyer Orbach and Joshua Gotlib, will continue their involvement with GO Residential REIT.

Although management believes the expectations reflected in such forward-looking statements are reasonable and represent GO Residential REIT's internal expectations and beliefs at this time, such statements involve known and unknown risks and uncertainties and may not prove to be accurate and certain objectives and strategic goals may not be achieved. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not, the times at, or by which, such performance or results will be achieved. While management considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect. A variety of factors, many of which are beyond GO Residential REIT's control, could cause actual results in future periods to differ materially from current expectations of events or results expressed or implied by such forward-looking statements, including, but not limited to: GO Residential REIT's objectives; GO Residential REIT's intention with respect to, and ability to execute, its external and internal growth strategies; GO Residential REIT's capital expenditure requirements and capital expenditures to be made by GO Residential REIT; GO Residential REIT's distribution policy and the expected distributions to be paid to the unitholders of GO Residential REIT; the expected distributions on the common units of GO Residential Operating LLC; GO Residential REIT's debt strategy and debt profile; future compensation and governance practices by GO Residential REIT; the expectation that GO Residential REIT will satisfy the requirements stipulated by the Income Tax Act (Canada) to qualify as a "unit trust" and a "mutual fund trust" (each within the meaning of the Income Tax Act (Canada)); GO Residential REIT's competitive position within its industry; GO Residential REIT's ability to meet its stated objectives; GO Residential REIT's ability to expand its asset base and make accretive acquisitions; GO Residential REIT's ability to maintain its qualification as a real estate investment trust for U.S. federal income tax purposes; expectations regarding industry trends and overall demographic and market growth; expectations regarding laws, rules and regulations applicable to GO Residential REIT; the expected renter base for GO Residential REIT and the terms of future rental contracts to be entered into by GO Residential REIT; and the characteristics and trends of real estate markets in which GO Residential REIT currently owns or is expected to own properties in upon completion of the Transaction; and the factors identified in GO Residential REIT's Q2 MD&A available at www.sedarplus.ca, including under the heading "Risks and Uncertainties" therein. Readers are cautioned against placing undue reliance on forward-looking statements. All forward-looking statements contained in this press release are expressly qualified in their entirety by the foregoing cautionary statements. Except as required by applicable securities laws, GO Residential REIT undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made.

SOURCE GO Residential Real Estate Investment Trust