Early Warning News Release for Mitchell Goldhar

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

TORONTO, Aug. 18, 2017 /CNW/ - Mitchell Goldhar announces that he has acquired, through controlled affiliates, 8,218,472 special voting units ("Special Voting Units") of OneREIT from OneREIT pursuant to the terms of the Declaration of Trust of OneREIT, under which Mr. Goldhar has minimum voting entitlements in specified circumstances (the "Special Voting Unit Issuance").

Before the Special Voting Unit Issuance, Mr. Goldhar had beneficial ownership of, or control over, (i) 11,071,560 Special Voting Units, representing approximately 100% of OneREIT's issued and outstanding Special Voting Units, which, together with his beneficial ownership of, or control over, 4,929,600 units of OneREIT, represented an approximate 18.05% voting interest in OneREIT; and (ii) 4,929,600 units of OneREIT, 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 OneREIT, represented an approximate 18.05% equity interest in OneREIT, in each case on a partially diluted basis.

After giving effect to the Special Voting Unit Issuance, Mr. Goldhar will have beneficial ownership of, or control over, (i) 19,290,032 Special Voting Units, representing approximately 100% of OneREIT's issued and outstanding Special Voting Units, which, together with his beneficial ownership of, or control over, 4,929,600 units of OneREIT, represents an approximate 25% voting interest in OneREIT; 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 OneREIT, represents an approximate 18.05% equity interest in OneREIT. The Special Voting Unit Issuance represents approximately 42.60% of OneREIT's issued and outstanding Special Voting Units, approximately 8.48% of OneREIT's issued and outstanding voting interests and do not represent any of OneREIT's issued and outstanding equity interests. The Special Voting Unit Issuance was made without consideration paid or received by Mr. Goldhar.

Mr. Goldhar was issued the Special Voting Units pursuant to the terms of the Declaration of Trust.  Mr. 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 in respect of the Special Voting Unit Issuance.  Depending on various factors, including, without limitation, market conditions, general economic and industry conditions, OneREIT's business and financial condition and/or any other factors that Mr. Goldhar may deem relevant, Mr. Goldhar may take such actions with respect to his investment in OneREIT as he deems appropriate including, without limitation, (i) acquiring, exercising, converting, exchanging, selling or otherwise disposing of securities of OneREIT or securities exercisable for, or convertible or exchangeable into, securities of OneREIT 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 in respect of the Special Voting Unit Issuance.  Mr. Goldhar has entered into voting and support agreements with Smart Real Estate Investment Trust and Strathallen Acquisitions Inc. pursuant to which all of the Special Voting Units, units of OneREIT and limited partnership units convertible into units of OneREIT owned or controlled by him are to be voted in favour of the transaction announced by OneREIT on August 4, 2017. 

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 OneREIT 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 OneREIT's profile or by contacting Raymond Cheung at [phone].