Retrocom REIT Announces Unitholder Approval of Two Acquisitions Totalling Nine Investment Properties for $179 Million

TORONTO, ONTARIO--(Marketwired - Sept. 11, 2014) -

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Retrocom Real Estate Investment Trust ("Retrocom") (TSX:RMM.UN) announced today Unitholders approved two separate previously announced acquisition transactions to acquire nine investment properties in aggregate, consisting of Walmart anchored and Walmart shadow-anchored new format shopping centres. Pursuant to the transactions, Retrocom will acquire seven properties (the "Calloway Properties") from Calloway Real Estate Investment Trust for an aggregate purchase price of approximately $111 million (the "Calloway Acquisition"), and two properties (the "Walmart/SmartCentres Properties") from Wal-Mart Canada Realty Inc. and SmartCentres Realty Inc. for an aggregate purchase price of approximately $68 million (the "Walmart/SmartCentres Acquisition").

At the Special Meeting of Unitholders held September 10, 2014, and excluding votes cast by Mitchell Goldhar, the members of the SC/MRR Group, and their associates and affiliates,

• the resolution approving the Calloway Acquisition received 17,380,064 votes (representing 95.17% of the votes cast) for its approval, and 881,452 votes (or 4.83% of the votes cast) against; and,
  
  
• the resolution approving the Walmart/SmartCentres Acquisition received 17,385,264 votes (representing 95.20% of the votes cast) for its approval, and 876,252 votes (or 4.80% of the votes cast) against.
  
  

Detailed voting results for the meeting are available under Retrocom's profile on SEDAR at www.sedar.com.

"The acquisition of these 9 properties will strengthen Retrocom's cash flow with additional rental income from Walmart, the Canadian Tire Group, Dollarama and other leading Canadian retail tenants," said Richard Michaeloff, Retrocom Trustee and Chief Executive Officer.

Upon closing, the acquisitions will increase Retrocom's total gross leasable area and asset base by 16% and 18%, respectively. All properties offer solid anchor composition with national and regional tenants occupying 97% of the leasable area with Walmart occupying 75% of the leasable area. The combined portfolios have a 99% occupancy rate and weighted average remaining lease term of 11 years. The following table provides a summary description of the properties Retrocom proposes to acquire:

CALLOWAY PROPERTIES
Property Location	Gross Leasable Area (Sq. Ft.)	Occupancy	Year Anchor Built		Major Tenants
Rockland, Ontario	147,358	100.0%	2007		Walmart, Dollarama, LCBO, Boston Pizza, Bulk Barn, The Source, EB Games
Truro, Nova Scotia	132,851	95.4%	2001		Walmart, Dollarama, Reitmans, Penningtons
Napanee, Ontario	109,383	96.4%	2006		Walmart, Dollarama, Mark's, The Source
Magog, Québec	106,976	100.0%	2007		Walmart, TD Bank
Kapuskasing, Ontario	71,306	100.0%	2000		Walmart, Dollar Tree
New Minas, Nova Scotia	45,561	95.5%	2003		Walmart (shadow anchor), Sport Chek, Mark's, Bulk Barn, Bank of Nova Scotia, PJ's Pets, EB Games
Gander, Newfoundland & Labrador	25,235	91.8%	2006		Walmart (shadow anchor), Kent Building Supplies (shadow anchor), Bank of Nova Scotia, Buck or Two, Penningtons, EasyHome, The Source
Total	638,670	97.8%

WALMART/SMARTCENTRES PROPERTIES
Property Location	Gross Leasable Area (Sq. Ft.)	Occupancy	Year Anchor Built		Major Tenants
Orillia, Ontario	241,516	100.0%	2009		Walmart, Winners, Dollarama, Michaels, Staples, Sleep Country
Simcoe, Ontario	129,876	100.0%	2008		Walmart, LCBO, Dollar Tree
Total	371,392	100.0%
Grand Total	1,010,062	98.6%

Retrocom expects to complete the proposed Walmart/SmartCentres Acquisition on or about September 16, 2014, and the proposed Calloway Acquisition in October, 2014, subject in each case to the satisfaction of customary closing conditions.

There can be no assurance that all conditions to the acquisitions will be satisfied or waived or that either or both of the acquisitions will be completed.

About Retrocom REIT

Retrocom is an unincorporated, open-end real estate investment trust which focuses on owning and acquiring retail properties across Canada with the goal of enhancing long-term unitholder value.

Forward-Looking Information

This press release may contain forward-looking statements. These statements relate to, but are not limited to, Retrocom's expectations, intentions, plans and beliefs. 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" or the negative or grammatical variations of these terms or other comparable terminology. Forward-looking statements may sometimes also be identified by discussions of strategies that involve risks and uncertainties, including, for example, the Calloway Acquisition and Walmart/SmartCentres Acquisition described in this press release. By their nature, forward-looking statements involve numerous assumptions and are subject to known and unknown risks, uncertainties and other factors, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. Those risks, uncertainties and other factors include, but are not limited to, competition within the commercial real estate sector, international, national and regional economic conditions and the availability of capital to fund further investments in Retrocom's business. Although management of Retrocom 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, and actual events or results may differ materially from those suggested by any forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statements contained in this press release. Neither Retrocom 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.