Retrocom Announces Extension of Relationship With SmartCentres

TORONTO, ONTARIO--(Marketwired - May 17, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR TO ANY NON-CANADIAN SOURCE

Retrocom Real Estate Investment Trust (TSX:RMM.UN) ("Retrocom REIT" or the "REIT") announced that it expects to enter into a one-year extension agreement with Mitchell Goldhar, owner of SmartCentres Inc., together with entities controlled by Mr. Goldhar (collectively, the "SC/MRR Group"), the principal terms of which are as follows:

1. the SC/MRR Group's right to a 25% minimum voting entitlement in the REIT will be extended by a one-year period to July 8, 2014;
   
   
2. the minimum voting entitlement will be extended by an additional four-year period to July 8, 2018 if the SC/MRR Group is able to sell or originate the sale to the REIT of an additional $165 million of assets by July 8, 2014 (the "Asset Threshold"); and
   
   
3. subject to customary exceptions, Mr. Goldhar will agree to not sell, and cause or permit the SC/MRR Group to not sell, any Units of the REIT or Class B units of Retrocom LP until the earlier of (a) January 8, 2014 and (b) the date the Asset Threshold is reached

(collectively, the "Extension Transaction").

The Extension Transaction is subject to the receipt of all necessary regulatory and unitholder approvals.

Under its current agreement and since July 8, 2008, the SC/MRR Group has originated approximately $135 million of assets for sale to the REIT. Such agreement would have automatically extended for an additional 5 years if, among other conditions, at least $300 million of assets were sold or originated for sale to the REIT by the SC/MRR Group prior to July 8, 2013. The Extension Transaction being announced today allows for the continuation of the REIT'S strategic relationship with the SC/MRR Group by facilitating more time to achieve the Asset Threshold.

The Extension Transaction does not otherwise affect Mr. Goldhar's ongoing rights to appoint trustees to the Board or the 1,500,000 warrants held by SmartCentres Management Inc. that expire on July 8, 2013, each of which entitle the holder to acquire one (1) Unit of the REIT at a price per Unit of $5.50.

In connection with the foregoing, the REIT will be filing an amendment to its prospectus dated May 13, 2013 in connection with its previously announced offering of subscription receipts and 5.50% extendible convertible unsecured subordinated debentures (the "Offering"). The Offering is now expected to close on or about May 27, 2013 and is subject to certain customary conditions, including the receipt of all necessary regulatory approvals.

About Retrocom REIT

Retrocom REIT 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.

The trustees of Retrocom REIT have approved changing its name from Retrocom Mid-Market Real Estate Investment Trust 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 closing of the Offering, and the closing of the Extension Transaction. 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.

The securities offered pursuant to the Offering have not and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold or delivered in the United States absent registration or an applicable exemption from the registration requirements of U.S. securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, which may be made only by means of a prospectus, the securities in any jurisdiction.