GAZIT AMERICA ANNOUNCES OFFERING OF RIGHTS TO SUBSCRIBE FOR UNITS CONSISTING
OF COMMON SHARES AND WARRANTS AND EXPECTATIONS REGARDING NEW CREDIT FACILITY

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

TORONTO, Dec. 24 /CNW/ - Gazit America Inc. ("Gazit America" or the "Company") (TSX: GAA) announced today that it has filed a preliminary prospectus with the securities regulatory authorities in each of the provinces of Canada in respect of the distribution of 18,227,027 rights (the "Rights") which will entitle the holders of its outstanding common shares (the "Common Shares") and outstanding Common Share purchase warrants (the "Warrants") to subscribe for units (the "Units") with each Unit consisting of one Common Share and one Warrant. The Warrants will be identical to the Common Share purchase warrants issued by the Company on September 17, 2010 and currently held by existing warrantholders. The terms of the Rights, including the number of Units offered to holders of Rights, will be determined in connection with the filing of the final prospectus. The offering and terms of the Rights are subject to regulatory approval including approval of the Toronto Stock Exchange.

Gazit America's principal shareholder(s), Gazit Maple Inc. and/or one or more of its affiliates (collectively, "Gazit Maple"), has agreed to enter into a stand-by commitment with Gazit America whereby it has agreed to exercise all of the Rights issued to it pursuant to the offering of Rights, and purchase, at the applicable exercise price per Unit, all Units that are not issued to holders of Common Shares and Warrants pursuant to this offering of Rights. Gazit Maple will not be paid a stand-by fee in consideration for this commitment.

Each holder of Rights that subscribes for the maximum number of Units to which the holder is entitled to subscribe will have an additional subscription privilege pursuant to which such holder will be entitled to subscribe for additional Units, if available, at the applicable exercise price per Unit.

The Rights are being issued to all holders of Gazit America's Common Shares and Warrants; however, Rights will not be registered under the laws of any foreign jurisdiction, including the United States Securities Act of 1933, as amended. Consequently, no Rights will be delivered to any registered or beneficial holder of Gazit America's Common Shares or Warrants who has, or who appears to Gazit America to have, an address not in Canada as of the record date. Such Rights will instead be delivered by Gazit America to the subscription agent for the Rights for sale. In lieu of Rights, such non-resident shareholders will receive their pro rata share of the cash proceeds from the sale of such Rights, less commissions, expenses and applicable withholding taxes.

Further information regarding the offering of Rights can be found in the preliminary prospectus which was filed today under Gazit America's profile on SEDAR at www.sedar.com.

The Company also announced today that it expects to enter a revolving credit facility agreement (the "Credit Facility") with Gazit Maple. The Company expects to use proceeds from the Credit Facility to fund potential acquisitions. The Credit Facility is expected to be on reasonable commercial terms that are not less advantageous to the Company than if the loan were obtained from a third party lender. Entering into of the Credit Facility is subject to acceptance or approval of the Toronto Stock Exchange.

The Company expects to use the gross proceeds of the offering of Rights to pay the expenses of the offering, repay amounts outstanding under the Credit Facility and the remainder, if any, will be used to fund potential acquisitions and for general working capital purposes.

This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority. This press release is not an offer of securities for sale in the United States. The securities being offered have not been and will not be registered under the United States Securities Act of 1933 and accordingly are not being offered for sale and may not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person.

ABOUT GAZIT AMERICA (TSX: GAA)

Gazit America is focused on entrepreneurial real estate opportunities including the acquisition and development of income-producing properties, investments in public and private real estate entities, investments in joint ventures and other structured acquisitions and investments in commercial and residential mortgage-backed securities. Gazit America currently owns approximately 14% of Equity One, Inc., a company that trades on the New York Stock Exchange under the ticker EQY, and three properties comprised of six medical office buildings totalling approximately 164,000 square feet of rentable space located in Cambridge, London and Ottawa, Ontario.

FORWARD LOOKING STATEMENT ADVISORY

This press release contains forward-looking statements, and other statements concerning Gazit America's objectives and strategies and management's beliefs, plans. estimates and intentions. The forward-looking statements are not historical facts but reflect Gazit America's current expectations regarding future results or events and are based on information currently available to management. Certain material factors and assumptions were applied in providing these forward-looking statements. All forward-looking statements in this press release are qualified by these cautionary statements.

Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, management can give no assurance that actual results will be consistent with these forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risks and Uncertainties" in Gazit America's current Management's Discussion and Analysis and "Risk Factors" in Gazit America's current Annual Information Form.

Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Gazit America undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws.

These forward-looking statements are made as of the date of this press release.

For further information: regarding Gazit America: Gail Mifsud, C.E.O., Gazit America Inc., 109 Atlantic Avenue, Suite 303, Toronto, Ontario, Canada, M6K 1X4, Tel: [phone], Fax: [phone], [email protected], www.gazitamerica.com