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Press release from Marketwire

Retrocom Mid-Market REIT Announces $40,000,000 Bought Deal Financing

Wednesday, June 08, 2011

Retrocom Mid-Market REIT Announces $40,000,000 Bought Deal Financing15:31 EDT Wednesday, June 08, 2011TORONTO, ONTARIO--(Marketwire - June 8, 2011) -NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATESRetrocom Mid-Market Real Estate Investment Trust ("Retrocom") (TSX:RMM.UN) today announced that it has entered into an agreement to sell, on a bought deal basis to a syndicate of underwriters led by TD Securities Inc., $40,000,000 aggregate principal amount of 5.45% convertible unsecured subordinated debentures, due June 30, 2018 (the "Debentures") at a price of $1,000 per Debenture. Retrocom has granted the underwriters an over-allotment option, exercisable in whole or in part at any time up to 30 days following closing, pursuant to which the underwriters may purchase up to an additional $6,000,000 principal amount of Debentures, on the same terms. If the over-allotment option is exercised in full, the gross proceeds from the offering will be $46,000,000.Each Debenture will be convertible at the holder's option into trust units ("Units") of Retrocom at a conversion price of $8.10 per Unit (or 123.4568 Units per $1,000 principal amount of Debentures).The offering is expected to close on or about June 28, 2011, and is subject to the receipt of all necessary regulatory approvals.The net proceeds from the offering are intended to be used to redeem Retrocom's 7.5% convertible unsecured subordinated debentures due July 31, 2012 (the "7.5% Debentures"), to fund planned redevelopment projects and for general trust purposes. The 7.5% Debentures are redeemable at Retrocom's option at any time on or after July 31, 2011, subject to prior delivery by Retrocom of a formal notice of redemption.This press release is not an offer of securities for sale in the United States. The securities being offered have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except in limited circumstances.About Retrocom Mid-Market REIT Retrocom Mid-Market REIT is an Ontario unincorporated, open-end real estate investment trust which focuses on owning and acquiring community-based commercial properties in primary and secondary markets across Canada with the objective of producing a geographically diversified portfolio of properties with stable and growing cash flows.Cautionary StatementsThis press release contains forward-looking statements including statements concerning the expected closing date of the offering and the expected use of proceeds of the offering. In some cases, forward-looking statements can be identified by the use of words such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", and by discussions of strategies that involve risks and uncertainties. The forward-looking statements are based on certain key expectations and assumptions made by the REIT, including in respect of the receipt of all regulatory approvals necessary to complete the offering on a timely basis. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. Although management of the REIT believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that future results, levels of activity, performance or achievements will occur as anticipated. Neither the REIT nor any other person assumes responsibility for the accuracy and completeness of any forward-looking statements, and no one has any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or such other factors which affect this information, except as required by law.FOR FURTHER INFORMATION PLEASE CONTACT: Richard MichaeloffRetrocom Mid-Market Real Estate Investment TrustChief Executive Officer(416) 741-7999(416) 741-7993 (FAX)rmichaeloff@rmmreit.comwww.rmmreit.com