Early Warning News Release for Mitchell Goldhar

EARLY WARNING NEWS RELEASE PURSUANT TO NATIONAL INSTRUMENTS 62-103 AND 62-104

TORONTO, May 12, 2017 /CNW/ - Mitchell Goldhar ("Goldhar") was advised yesterday by OneREIT (the "REIT") that he would receive (directly or indirectly through controlled affiliates), effective yesterday, 8,129,029 special voting units ("Special Voting Units") of the REIT pursuant to the terms of the Seventh Amended and Restated Declaration of Trust of the REIT dated October 2, 2014, as amended, under which Goldhar has minimum voting entitlements in specified circumstances (the "Special Voting Unit Issuance"). Consequently, and further to disclosure requirements of applicable securities laws, Goldhar announces that, since the last early warning report dated May 6, 2016 and in addition to the disposition previously disclosed therein, he has acquired, directly or indirectly through controlled affiliates, beneficial ownership of voting securities of the REIT in the amount of 8,129,029 Special Voting Units (pursuant to the Special Voting Unit Issuance) (the "Acquisition").

Before the Acquisition, Goldhar, directly or indirectly, had beneficial ownership of, or control over (i) 11,071,560 Special Voting Units, representing approximately 100% of the REIT's issued and outstanding Special Voting Units, which, together with his beneficial ownership of, or control over, 4,929,600 units of the REIT, represented an approximate 18.10% voting interest in the REIT; and (ii) 4,929,600 units of the REIT, which, together with his beneficial ownership of, or control over, 11,071,560 securities that are exchangeable on a one-for-one basis for units of the REIT, represented an approximate 18.10% equity interest in the REIT, in each case on a partially diluted basis.

After giving effect to the Acquisition, Goldhar will, directly or indirectly, have beneficial ownership of, or control over (i) 19,200,589 Special Voting Units, representing approximately 100% of the REIT's issued and outstanding Special Voting Units, which, together with his beneficial ownership of, or control over, 4,929,600 units of the REIT, represents an approximate 25% voting interest in the REIT; and (ii) 4,929,600 units of the REIT, which, together with his beneficial ownership of, or control over, 11,071,560 securities that are exchangeable on a one-for-one basis for units of the REIT, represents an approximate 18.10% equity interest in the REIT. The Acquisition represents approximately 42.34% of the REIT's issued and outstanding Special Voting Units, approximately 8.42% of the REIT's issued and outstanding voting interests and approximately 0% of the REIT's issued and outstanding equity interests. The Acquisition was made without consideration paid or received by Goldhar. 

Goldhar was issued the Special Voting Units in the Acquisition pursuant to the terms of the Declaration of Trust.  Goldhar intends to exercise his rights under the Declaration of Trust, including the right to appoint trustees as previously disclosed and as described in Item 6 of the early warning report to be filed on SEDAR.  Depending on various factors, including, without limitation, market conditions, general economic and industry conditions, the REIT's business and financial condition and/or any other factors that Goldhar may deem relevant, Goldhar may take such actions with respect to his investment in the REIT as he deems appropriate including, without limitation, (i) acquiring, exercising, converting, exchanging, selling or otherwise disposing of securities of the REIT or securities exercisable for, or convertible or exchangeable into, securities of the REIT and/or (ii) developing plans or intentions or taking actions which relate to or would result in one or more of the transactions or matters referred to in paragraphs (a) through (k) of Item 5 of the early warning report to be filed on SEDAR.

This news release is being issued as required by National Instrument 62-103 – The  Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 – Take-Over Bids and Issuer Bids and relates to One REIT and Mitchell Goldhar, each of 700 Applewood Crescent, Suite 300, Vaughan, Ontario  L4K 5X3.

SOURCE Mitchell Goldhar

Further information (including a copy of the early warning report to be filed on SEDAR) can be obtained at www.sedar.com under the REIT's company profile or by contacting Raymond Cheung at [phone].