BTB Announces $22 Million Bought Deal of Trust Units

MONTREAL, QUÉBEC--(Marketwired - Oct. 2, 2017) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

BTB Real Estate Investment Trust (TSX:BTB.UN) ("BTB" or the "REIT") announces today that it has reached an agreement with a syndicate of underwriters led by National Bank Financial Inc. and including TD Securities Inc., Laurentian Bank Securities Inc., Raymond James Ltd., Scotiabank, Echelon Wealth Partners Inc., GMP Securities L.P., Industrial Alliance Securities Inc. and Eight Capital to issue to the public, subject to regulatory approval, on a bought deal basis 4,836,000 trust units (the "Units") at a price of $4.55 per Unit for gross proceeds of approximately $22 million. The REIT has granted the underwriters an over-allotment option exercisable in whole or in part at any time up to 30 days after closing to purchase up to an additional 725,400 Units at the same offering price.

The net proceeds from the offering (after deducting the Underwriters' fee and expenses of the offering) will be used to repay a portion of the amounts outstanding on its acquisition line of credit and for general trust purposes, including future acquisitions of a Retail Property (as defined below).

The REIT will file with the securities commissions and other similar regulatory authorities in each of the provinces of Canada a short form preliminary prospectus relating to the offering of the Units on or about October 6, 2017. Closing of the offering is expected to take place on or about October 23, 2017.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been and will not be registered under the U.S. Securities Act of 1933 as amended and may not be offered or sold in the United States absent registration or pursuant to applicable exemption from registration.

Acquisition of a Retail Property

The REIT is finalising its due diligence to acquire a retail property (the "Retail Property") located in the Quebec City region for $35.9 million excluding transaction fees, at a capitalization rate of 6.9%. It is expected that approximately $23.3 million of the purchase price will be financed by way of a new mortgage on the property with the balance being funded using a portion of the proceeds of the offering. The acquisition is expected to close by the end of October 2017, subject to confirmatory due diligence and customary closing conditions.

About BTB

BTB is a real estate investment trust listed on the Toronto Stock Exchange. BTB is an important owner of properties in eastern Canada. BTB now owns 70 retail, office and industrial properties for a total leasable area of more than 5,1 million square feet. BTB's asset value is approximately $675M. The objectives of BTB are: i) to grow its revenues from its assets to increase distributable income and therefore fund distributions; (ii) to maximize the value of its assets through dynamic management of its properties in order to sustain the long-term value of its units; and (iii) to generate cash distributions that are fiscally beneficial to unitholders.

BTB offers a distribution reinvestment plan to unitholders whereby the participants may elect to have their monthly cash distribution reinvested in additional units of BTB at a price based on the weighted average price for BTB's Units on the Toronto Stock Exchange for the five trading days immediately preceding the distribution date, discounted by 3%.

Forward-Looking Statements

This press release may contain forward-looking statements with respect to BTB. These statements generally can be identified by use of forward looking words such as "may", "will", "expect", "estimate", "anticipate", "intends", "believe" or "continue" or the negative thereof or similar variations. The actual results and performance of BTB could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Some important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, changes in government regulation and the factors described from time to time in the documents filed by BTB with the securities regulators in Canada. Forward looking statements in this news release include namely that the offering is expected to close on or about October 23, 2017 and that the acquisition of a Retail Property is expected to close by the end of October 2017. The cautionary statements qualify all forward looking statements attributable to BTB and persons acting on their behalf. Unless otherwise stated or required by applicable law, all forward-looking statements speak only as of the date of this press release.