Nova Net Lease REIT Files Final Prospectus for Initial Public Offering of Trust Units

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

TORONTO, Dec. 29, 2021 /CNW/ - Nova Net Lease REIT ("NOVA" or the "REIT") is pleased to announce that it has filed, and obtained a receipt for, a final long-form prospectus for its initial public offering (the "Offering") of trust units of the REIT ("Units") with the securities regulatory authorities in each of the provinces and territories of Canada (except Quebec). The Units issued pursuant to the Offering (the "Offered Units") will be issued at a price of US$1.25 per Offered Unit (the "Offering Price") for minimum gross proceeds from the Offering of US$3,500,000 and maximum gross proceeds of the Offering of US$6,000,000.

The Offering is being completed on a best efforts basis by Canaccord Genuity Corp., Echelon Wealth Partners Inc. and Haywood Securities Inc. (collectively, the "Agents"). The REIT has granted to the Agents an over-allotment option, exercisable in whole or in part at any time for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offered Units at the Offering Price.

"Our filing of the final prospectus and receipt of a conditional listing approval of the Units onto the CSE marks a significant milestone for the REIT and is a big step towards us establishing a platform to leverage our first-mover advantage as the only Canadian publicly listed REIT exclusively addressing US regulated cannabis real estate. Our platform will deliver investors an opportunity to provide capital to the accelerating U.S. cannabis market, which we believe to be underserved," commented Richard Michaeloff, CEO, President and Trustee of the REIT. "With a number of potential acquisitions identified that in aggregate, are valued at over US$1 billion with cap rates between 10% and 13%, a management team and board with a demonstrated track record, and access to the public markets, we believe we are well positioned in the sector," he added.

The REIT is a newly created, unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. The REIT has been formed to acquire specialized industrial and retail properties leased to experienced, top-tier, creditworthy state-licensed operators for their Regulated Cannabis facilities ("Licensed Facilities") in the United States. The REIT intends to acquire properties through sale-leaseback transactions and lease such properties on a triple net lease basis for a targeted 10 to 15 year term and strives to negotiate annual rental rate increases in the leases. The REIT's portfolio will consist of only Licensed Facilities in the United States with a targeted mix of 80% cultivation/grow/processing facilities and 20% retail/dispensary. Upon closing of the Offering ("Closing"), the REIT will be internally managed by a vertically integrated team of seasoned real estate and cannabis professionals with expertise across the spectrum of real estate investment management, including: acquisitions, underwriting, financing, asset management, property management, operations, development and redevelopment, accounting, regulatory affairs and marketing. The REIT will use the net proceeds of the Offering to fund transaction costs associated with the Closing and for general working capital purposes. The proceeds received by the REIT on the exercise of the Over-Allotment Option, to the extent exercised, will be used by the REIT for general working capital purposes. None of the net proceeds from the Offering will be deployed by the REIT to acquire Licensed Facilities.

The first distribution is expected to be for the period from Closing to January 30, 2022 and is expected to be paid on February 15, 2022 (assuming that Closing occurs on January 4, 2022).

The Canadian Securities Exchange (the "CSE") has conditionally approved the listing of the Units under the symbol "NNL.U". Listing of the Units is subject to the REIT fulfilling all of the requirements of the CSE.

Financial Advisor

Novus Merchant Partners acted as exclusive financial advisor to Nova Net Lease REIT.

About the Offering

This Offering is only being made to the public by prospectus (the "Prospectus"). The Prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada (except Quebec). Copies of the prospectus may be obtained from any of the Agents and are available on SEDAR at www.sedar.com. Investors should read the Prospectus before making an investment decision.

None of the net proceeds from the Offering will be deployed by the REIT to acquire Licensed Facilities.

In addition, as at the date of the Prospectus, the REIT is not a party to any definitive agreement with respect to a future property acquisition by the REIT and there are no assurances that the REIT will be able to enter into, or successfully close, such definitive acquisition agreements in the future. See "Forward-Looking Statements", "Use of Proceeds" and "Risk Factors" in the Prospectus.

The Offering is expected to close on or about January 4, 2022, subject to customary closing conditions. Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals.

No securities regulatory authority has either approved or disapproved the contents of this news release. The Units have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act"), as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act, as amended) except pursuant to certain exemptions from the registrations requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Units in the United States or to, or for the account or benefit of, U.S. persons.

Forward-Looking Statements

This press release contains statements that include forward-looking information within the meaning of Canadian securities laws. These forward-looking statements reflect the current expectations of the REIT regarding future events, including statements concerning the Offering, the closing of the Offering and the timing thereof, the use of proceeds of the Offering, anticipated distributions, timing thereof and the listing of the Units on the CSE. In some cases, forward-looking statements can be identified by terms such as "may", "will", "could", "occur", "expect", "anticipate", "believe", "intend", "estimate", "target", "project", "predict", "forecast", "continue", or the negative thereof or other similar expressions concerning matters that are not historical facts.

These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any result expressed or implied by such forward-looking statements, including the risk factors set forth in the Prospectus under the heading "Risk Factors".

Although forward-looking statements contained in this press release are based upon what management of NOVA believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. NOVA undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

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SOURCE Nova Net Lease REIT

Richard Michaeloff, Chief Executive Officer, Nova Net Lease REIT, Tel: [phone]