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Press release from Marketwire

Retrocom REIT Completes $86 Million Bought Deal Financing

Monday, May 27, 2013

Retrocom REIT Completes $86 Million Bought Deal Financing

09:12 EDT Monday, May 27, 2013

TORONTO, ONTARIO--(Marketwired - May 27, 2013) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OR TO ANY NON-CANADIAN SOURCE

Retrocom Real Estate Investment Trust (TSX:RMM.UN) (the "REIT" or "Retrocom REIT") today announced the closing of its previously announced public offering of 9,530,000 subscription receipts of the REIT (the "Subscription Receipts") at a price of $5.25 per Subscription Receipt for gross proceeds of approximately $50 million and $25 million aggregate principal amount of 5.50% extendible convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture. Concurrently with the closing of the offering, the syndicate of underwriters led by TD Securities Inc. also exercised their over-allotment option to purchase an additional 1,429,500 Subscription Receipts at the same offering price and $3.75 million aggregate principal amount of additional Debentures on the same terms, for aggregate gross proceeds from the offering, including the proceeds from the exercise of the over-allotment option, of approximately $86 million.

The net proceeds of the offering are expected to be used to partially fund the previously announced purchase by Retrocom REIT of a portfolio of 12 properties from First Capital Realty Inc. (the "Acquisition") for approximately $193 million. The REIT intends to satisfy the balance of the Acquisition purchase price by the assumption of existing mortgage debt on four of the First Capital Properties in an aggregate amount of approximately $40 million, an amount drawn on a secured non-revolving credit facility (the "Bridge Loan"), the net proceeds from a proposed private placement (being approximately $14.7 million) of Units (at a price per Unit of $5.25) and Debentures (on the same terms and conditions, including price, as the Debentures sold in the offering), and cash on hand. The REIT intends to repay the amount drawn on the Bridge Loan from the proceeds of additional first mortgage financing to be placed on certain of the First Capital properties to be acquired by the REIT in the Acquisition.

Further details of the Subscription Receipts, the Debentures and the Acquisition are set out in the amended and restated short form prospectus of the REIT dated May 17, 2013, available on SEDAR at www.sedar.com.

About Retrocom REIT

Retrocom REIT is an unincorporated, open-ended real estate investment trust which focuses on owning and acquiring retail properties across Canada with the goal of enhancing long-term unitholder value. The trustees of the REIT have approved changing the name of the REIT to Retrocom Real Estate Investment Trust, subject to regulatory approval.

Forward-Looking Information

This press release may contain forward-looking statements. 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 regarding, among other things, the use of the net proceeds of the offering and the closing of the Acquisition. 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.

This press release is not an offer of securities for sale in the United States. The offering of securities described in this press release has not been and will not be registered under the United States Securities Act of 1933 and accordingly such securities are not being offered for sale and may 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.

FOR FURTHER INFORMATION PLEASE CONTACT:

Contact Information:
Retrocom REIT
Richard Michaeloff
Chief Executive Officer
(416) 741-7999
(416) 741-7993 (FAX)
rmichaeloff@rmmreit.com
www.rmmreit.com

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