1803299 Ontario Inc. Acquired Additional Exchangeable Limited Partnership Units of Nexus Industrial REIT

Toronto, Ontario–(Newsfile Corp. – June 15, 2023) – On June 15, 2023 (the “Closing”), 1803299 Ontario Inc. (the “Acquiror”) sold the properties known municipally as 2234 and 2290 Scanlan Street, London, Ontario (collectively, the “Properties”) to Nexus Industrial REIT (the “REIT”), formerly Nexus Real Estate Investment Trust.

As partial consideration for the acquisition of the Properties (the “Acquisition”), the REIT’s subsidiary, Nobel REIT Limited Partnership, issued 2,359,978 Class B limited partnership units (the “LP Units”) with a value of $24,307,775 to the Acquiror. Each LP Unit is economically equivalent to one trust unit in the REIT (the “Units”) and will entitle the holder thereof to receive distributions in cash from the REIT equal to the distributions that such holder would have received if it was holding one Unit. In addition, each LP Unit is exchangeable, at any time, at the option of the holder, for one Unit. Each LP Unit has attached to it one special voting unit (the “Special Voting Units”, and with the Units, the “Voting Units”) which provides the holder thereof with voting rights in respect of the REIT. The Special Voting Units are not listed on any exchange.

As a result of this transaction, the Acquiror now beneficially owns an additional 2,359,978 Voting Units, representing approximately 2.68% of the outstanding Voting Units outstanding prior to the Acquisition. Prior to the Closing, the Acquiror beneficially owned 13,455,076 LP Units, representing approximately 15.30% of the issued and outstanding Voting Units before giving effect to the Acquisition. After giving effect to the Acquisition, the Acquirer now beneficially owns a total of 15,815,054 Voting Units, representing approximately 17.52% of the issued and outstanding Voting Units and an increase of approximately 2.21% over the previous number of Voting Units owned and controlled prior to the Acquisition.

There are restrictions on the transferability of the LP Units such that the below LP Units shall not be transferable until the corresponding release date. These restrictions on transfer apply even if the LP Units are exchanged into Units during the applicable periods.

Additionally, on July 19, 2022, the Acquiror entered into a commitment letter in respect of a credit facility (the “Credit Facility”) with a lender (the “Lender”). As security for the Acquiror’s obligations pursuant to the Credit Facility, on September 8, 2022, the Acquiror pledged all of the LP Units owned by the Acquiror in favour of the Lender (the “Pledge”), which will now include the LP Units received as partial consideration for the Properties.

Pursuant to the Pledge, all dividends paid on the pledged LP Units in the form of capital stock, warrants, rights or options will be pledged as additional collateral and, in the event of a default under the Credit Facility, all voting rights and rights to receive dividends with respect to the pledged LP Units will become vested in the Lender. Prior to an event of default under the Credit Facility, the Acquiror has the right to exercise all voting rights with respect to the pledged LP Units. Upon an event of default under the Credit Facility, the Lender has the right, among others, to transfer all of the pledged LP Units into its name and to sell or dispose of the pledged LP Units. During the term of the Credit Facility, the pledged LP Units may not be transferred by the Acquiror without the consent of the Lender.

The LP Units are held by the Acquiror for investment purposes. The Acquiror may further acquire or dispose of additional securities of the REIT or its subsidiaries in the future depending on market prices and other various factors including, without limitation, the REIT’s financial position, the price levels of the Units, conditions in the securities markets and general economic and industry conditions, the REIT’s business or financial condition, and other factors and conditions the Acquiror deems appropriate and provided such acquisitions and dispositions may be completed in accordance with applicable securities laws.

This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues which requires a report to be filed under the REIT’s profile on SEDAR (www.sedar.com) containing additional information respecting the foregoing matters. A copy of such report may be obtained by contacting Kathryn Barbon, Treasurer of the Acquiror at 519.842.3363.

The address for the Acquiror is:
500 Highway 3
Tillsonburg, ON N4G 4H8

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The Acquiror is a corporation existing under the laws of the Province of Ontario, the principal business of which is the owning and managing of real property.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/170167