Margaux REIT Announces Closing of Brokered Private Placement of Secured Debentures and First Tranche of Non-Brokered Private Placement of Units

La Prairie, Quebec--(Newsfile Corp. - July 31, 2026) - Margaux Real Estate Investment Trust (TSXV: ALFA.UN) ("Margaux" or the "REIT") is pleased to announce that it has completed the first tranche closing (the "First Tranche Closing") of its previously announced non-brokered private placement (the "Unit Offering") and has concurrently closed a brokered private placement of secured debentures (the "Debenture Offering").

Closing of Unit Offering

Under the First Tranche Closing, the REIT issued 788,475 units ("Units"), at a price of $1.30 per Unit, for aggregate gross proceeds of $1,025,017.50. Each Unit consists of one (1) trust unit of the REIT (a "Trust Unit") and one-half of one Trust Unit purchase warrant (each whole warrant, a "Warrant"), resulting in the issuance of an aggregate of 788,475 Trust Units and 394,234 Warrants. Each Warrant is exercisable to acquire one additional Trust Unit at a price of $1.50 per Trust Unit for a period of twenty-four (24) months from the date of issuance. No finder's fee or commission was paid or is payable by the REIT in connection with the First Tranche Closing.

The net proceeds from the First Tranche Closing are expected to be used, together with the net proceeds of the Debenture Offering, to fund the acquisition of a self-storage property located in Saint-Basile-le-Grand, Quebec (see the REIT's news release dated July 10, 2026 for further details), with the balance, if any, to be used for general working capital.

The First Tranche Closing remains subject to final acceptance from the TSX Venture Exchange (the "TSXV"). Additionally, the Trust Units and Warrants issued are subject to a four month and one day hold period from the date of issuance.

Insiders subscribed for 153,850 Units sold in the First Tranche Closing for a total of 19.51% of the Units issued under the First Tranche Closing, which increases the percentage ownership of outstanding Trust Units owned by such insiders to 7.70% on a non-diluted basis. The placements to such insiders constituted a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Neither the REIT, nor to the knowledge of the REIT after reasonable inquiry, a related party, has knowledge of any material information concerning the REIT or its securities that has not been generally disclosed.

The REIT is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to sections 5.5(a) and 5.7(1)(a)) on the basis that neither the fair market value of the Units distributed to, nor the consideration received from, related parties exceeded 25% of the REIT's market capitalization for the purposes of MI 61-101. The REIT did not file a material change report more than 21 days before the First Tranche Closing because the details of the participation therein by related parties of the REIT were not settled until shortly prior to the First Tranche Closing and the REIT wished to close on an expedited basis for business reasons.

Closing of Debenture Offering

The Debenture Offering was completed for aggregate gross proceeds of $2,700,000 through the issuance of non-convertible, secured debentures of the REIT (the "Debentures"), with iA Capital Markets (a division of iA Private Wealth Inc., the "Agent") acting as sole lead agent and sole bookrunner on a commercially reasonable efforts basis, pursuant to an agency agreement entered into between the REIT and the Agent. The Debenture Offering closed concurrently with the First Tranche Closing on July 31, 2026 (the "Closing Date").

The Debentures were issued in denominations of $1,000 and bear interest at a rate of 9.0% per annum from the Closing Date, payable quarterly. The Debentures mature on the date that is thirty-six (36) months from the Closing Date (the "Maturity Date"). The Debentures are redeemable, in whole or in part, at the option of the REIT, at any time prior to the date that is twenty-four (24) months after the Closing Date, at a redemption price equal to (i) 100% of the principal amount thereof, plus (ii) all accrued and unpaid interest thereon to the redemption date, plus (iii) an amount equal to the interest that would have accrued from the redemption date to the date that is twenty-four (24) months after the Closing Date; provided that, commencing on the date that is twelve (12) months after the Closing Date, the REIT may redeem up to an aggregate maximum principal amount of $1,500,000 of the Debentures at a redemption price equal to 100% of the principal amount, plus all accrued and unpaid interest to the redemption date and plus, in lieu of the additional interest described in (iii) above, a premium equal to 2% of the principal amount redeemed. On and after the date that is twenty-four (24) months from the Closing Date, the Debentures are redeemable, in whole or in part, at the option of the REIT, at 100% of the principal amount plus accrued and unpaid interest to the redemption date.

If the principal amount of the Debentures, together with all accrued and unpaid interest thereon, is not paid in full on the Maturity Date, a late payment fee equal to 4% of the principal amount then outstanding will apply and the interest rate will increase to 12% per annum from and after the Maturity Date until such amounts are paid in full.

The Debentures are secured by a deed of movable and immovable hypothec (the "Hypothec") in the amount of $3,600,000 granted in favour of the Agent, in its capacity as hypothecary representative, for the benefit of all holders of Debentures, charging the immovable property indirectly owned by the REIT and located at 131-D Sir Wilfrid-Laurier, Saint-Basile-le-Grand, Québec J3N 1A2 (the "Property"), together with all rents, revenues and profits derived therefrom and all insurance proceeds covering the Property. The Hypothec ranks second in priority to the first-ranking hypothecs granted in favour of the REIT's senior lender, National Bank of Canada (the "Senior Lender"). The repayment of the Debentures is postponed and subordinated to all liabilities and obligations from time to time owing by the REIT to the Senior Lender.

In consideration for its services in connection with the Debenture Offering, the REIT paid to the Agent on the Closing Date a cash commission equal to 4.5% of the gross proceeds of the Debenture Offering, being $121,500, and issued to the Agent that number of non-transferable broker warrants (each, a "Broker Warrant") equal to 4.5% of the gross proceeds of the Debenture Offering divided by $1.25, being 97,200 Broker Warrants. Each Broker Warrant entitles the holder to acquire one Trust Unit at a price of $1.50 per Trust Unit for a period of twenty-four (24) months from the date of issuance.

The net proceeds of the Debenture Offering are expected to be used, together with the net proceeds of the First Tranche Closing, to fund the acquisition of the Property, with the balance, if any, used for general working capital. The Debentures and the Broker Warrants are subject to a four-month and one day hold period from the Closing Date, and the closing of the Debenture Offering remains subject to the final acceptance of the TSXV.

The Debentures will not be listed on any stock exchange.

General

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any offer or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the "United States" or "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or compliance with an exemption from such registration requirements.

For further information on the REIT, readers are referred to the REIT's Canadian regulatory filings on SEDAR+ at sedarplus.ca.

About Margaux REIT

Margaux Real Estate Investment Trust (TSXV: ALFA.UN) is a Quebec-based real estate investment trust specializing in the acquisition and operation of self-storage facilities. It is the only publicly traded REIT in Canada exclusively focused on the self-storage sector. The REIT seeks to acquire assets that generate stable cash flows, offer long-term growth potential, and demonstrate operational resilience.

For further information:

Margaux Real Estate Investment Trust
Michel Lassonde, Chairman of the Board and Chief Executive Officer
Email: [email protected]
Telephone: (514) 795-6955

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Statement Regarding "Forward-Looking" Information

This news release may contain certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively "forward-looking statements"). Generally, forward-looking statements can be identified using forward-looking terminology such as "expected", "anticipated", "aims to", "plans to" or "intends to" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements in this news release include, but are not limited to, statements regarding: the completion of any subsequent tranches of the Unit Offering; obtaining final acceptance of the First Tranche Closing, any subsequent tranches of the Unit Offering, and the Debenture Offering from the TSXV; the REIT's anticipated use of the net proceeds of the Unit Offering and the Debenture Offering; the REIT's ability to service, redeem or repay the Debentures in accordance with their terms; the REIT's strategy of acquiring and operating self-storage facilities; the REIT's ability to identify and acquire assets that generate stable cash flows and offer long-term growth potential; and the REIT's expectations regarding the operational resilience and performance of its self-storage portfolio.

Such forward-looking statements are based on various assumptions and factors that may prove to be incorrect, including, but not limited to, factors and assumptions with respect to: the timing and receipt of required approvals, including final TSXV acceptance of the First Tranche Closing, any subsequent tranches of the Unit Offering, and the Debenture Offering; the accuracy of budgeted costs and expenditures; that market conditions will remain favourable for the completion of any subsequent tranches of the Unit Offering; that there will be sufficient investor demand for the Units offered under any subsequent tranches at the offering price; that no material adverse changes will occur in the REIT's business, operations, assets, liabilities or financial condition prior to the closing of any subsequent tranches of the Unit Offering; that no material changes will occur in applicable securities laws, regulations or regulatory policies that would adversely affect the Unit Offering; that the REIT will receive all necessary regulatory approvals and stock exchange approvals in connection with the Unit Offering and the Debenture Offering; that the REIT will maintain its status as a "real estate investment trust" under applicable tax legislation; that the REIT will be able to service, renew or refinance its existing indebtedness, including its mortgages, balances of sale and existing convertible debentures, on acceptable terms; that the REIT will have sufficient liquidity to meet its financial obligations as they become due, including its obligations under the Debentures; that property taxes and other operating costs will not increase materially; that market conditions and investor sentiment toward real estate investment trusts and the self-storage sector will remain stable or improve; and that the REIT will be able to deploy the proceeds from the Unit Offering and the Debenture Offering as intended without material delays or cost overruns.

Although the REIT believes that the assumptions and factors on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the REIT can give no assurance that they will prove to be correct or that any of the events anticipated by such forward-looking statements will transpire or occur, or if any of them do so, what benefits the REIT will derive therefrom. Actual results may vary from those currently anticipated due to a number of factors and risks including, but not limited to: the risk that any subsequent tranches of the Unit Offering will not be completed on the terms or timing currently contemplated, or at all; the risk that required approvals are not obtained, are delayed or are obtained subject to conditions; general economic conditions in Canada and globally, including the impact of inflation and changing interest rates on consumer and capital markets generally; real estate industry conditions, including fluctuations in property values, occupancy rates and rental rates in the self-storage sector; increases in property taxes and other operating costs; governmental and environmental regulation of the real estate industry; unanticipated operating events; the availability of capital on acceptable terms; the REIT's level of indebtedness and its ability to renew, refinance or repay its mortgages, balances of sale and existing convertible debentures on favourable terms or at all; liquidity risk and the REIT's ability to meet its financial obligations as they become due, including its obligations under the Debentures; timing of capital expenditures; failure to realize anticipated benefits of acquisitions and dispositions; interest rate fluctuations and adverse regulatory and governmental changes; the REIT's ability to maintain its status as a "real estate investment trust" and the adverse tax consequences that could result from a failure to so qualify; potential changes in the intended use of proceeds from the Unit Offering and the Debenture Offering based on business developments or opportunities; dilution to existing unitholders from the issuance of new securities; the REIT's ability to continue as a going concern; market volatility and investor sentiment that could affect the successful completion or pricing of any subsequent tranches of the Unit Offering; regulatory approvals and compliance requirements related to the Unit Offering and the Debenture Offering; the ability to obtain and maintain required permits, licences and approvals; environmental laws, regulations and liabilities; changes in government policy; access to adequate infrastructure and skilled labour; availability of financing; dilution through future equity offerings; reliance on third parties; adverse general economic and market conditions; competition in the self-storage sector; insurance limitations; potential litigation; and the volatility of the market price for the REIT's securities.

Readers are cautioned that the foregoing risk factors are not exhaustive. Undue reliance should not be placed on forward-looking statements because the REIT can give no assurance that they will prove to be correct or that any of the events anticipated by forward-looking statements will transpire or occur, or if any of them do, what benefits the REIT will derive therefrom. Additional risks and uncertainties not presently known to the REIT or that the REIT currently believes to be immaterial may also adversely affect the REIT. The forward-looking statements included in this news release are made as of the date of this news release and the REIT does not undertake to update any forward-looking statements herein, except as required by applicable securities laws. All forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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