PADLOCK PARTNERS UK FUND III FILES PRELIMINARY PROSPECTUS FOR INITIAL PUBLIC OFFERING

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

TORONTO, June 3, 2022 /CNW/ - Padlock Partners UK Fund III (the "Trust") announced today that it has filed with the securities commissions or similar authorities in each of the provinces and territories of Canada, and obtained a receipt for, a preliminary prospectus for an initial public offering of trust units (the "Offering"). The preliminary prospectus qualifies the distribution of a minimum of C$25 million and a maximum of C$40 million of Class A Units, Class F Units, Class C Units and/or Class U Units of the Trust at a price of C$10.00 per Class A Unit, Class F Unit and Class C Unit and £10.00 per Class U Unit.

The Trust is an unincorporated investment trust and was established for the primary purpose of investing in a diversified portfolio of income producing commercial real estate properties in the United Kingdom with a focus on self-storage properties. Following completion of the Offering, the Trust intends to indirectly acquire a development property located in Watford, United Kingdom. The balance of the net proceeds of the Offering will be used for capital expenditures on the to-be-acquired property (including to develop the property) and to subsequently acquire one or more additional properties in the United Kingdom, consistent with the Trust's investment objectives to, among other things, provide unitholders with an opportunity to invest in a portfolio of diversified income-producing commercial real estate properties in the United Kingdom, with a particular focus on self-storage properties.

Padlock Capital Partners III, LLC (the "Manager"), an affiliate of Clear Sky Capital Inc. ("Clear Sky"), is the promoter of the Trust and will also act as manager of the portfolio of properties. Since its inception in 2009 and through the first quarter of 2022, Clear Sky and its affiliates have acquired or developed approximately US$1.19 billion of real estate and operating asset investments, investing approximately US$473 million of equity through various investment vehicles. Clear Sky's investments are diversified across real estate sectors including multifamily, car wash, self-storage, manufactured housing and co-working salon suites.

The syndicate of agents for the Offering will be led by CIBC World Markets Inc. and includes Richardson Wealth Limited, Wellington-Altus Private Wealth Inc., Canaccord Genuity Corp., National Bank Financial Inc. and Raymond James Ltd. (collectively, the "Agents").

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities of the Trust in the United States, nor shall there be any sale of the securities of the Trust in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.

A preliminary 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. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from the Agents and are available on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

Forward-looking Statements

This news 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 Trust, Clear Sky and the Manager regarding future events, including statements concerning the use of proceeds of the Offering. In some cases, forward-looking statements can be identified by terms such as "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "seek", "aim", "estimate", "target", "project", "predict", "forecast", "potential", "continue", "likely", "schedule", or the negative thereof or other similar expressions concerning matters that are not historical facts.

Material factors and assumptions used by management of the Trust to develop the forward-looking information include, but are not limited to, the Trust's current expectations about: the availability of properties for acquisition and the price at which such properties may be acquired; opportunities in the United Kingdom self-storage real estate market;  the availability of mortgage financing; the Manager's expectations regarding the expected timeline for the Trust's development plans in respect of the property; the Manager's expectations regarding the operation and development of the property, including, but not limited to, the planned conversion of open warehouse space into self-storage units; the capital structure of the Trust; the global and United Kingdom economic environment; the impact of negative geopolitical events, including the conflict in Ukraine; foreign currency exchange rates; and governmental regulations or tax laws. While management considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect.

Although management believes the expectations reflected in such forward-looking statements are reasonable and represent the Trust's internal projections, expectations and beliefs at this time, such statements involve known and unknown risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities may not be achieved. A variety of factors, many of which are beyond the Trust's control, could cause actual results in future periods to differ materially from current expectations of estimated or anticipated events or results expressed or implied by such forward-looking statements. Such factors include the risks identified in the preliminary prospectus, including under the heading "Risk Factors" therein, as well as, among other things, risks related to the availability of suitable properties for purchase by the Trust, the availability of mortgage financing for such properties, and general economic and market factors, including interest rates, prospective purchasers of real estate, business competition, negative geo-political events, changes in government regulations or income tax laws. Readers are cautioned against placing undue reliance on forward-looking statements. Except as required by applicable Canadian securities laws, the Trust undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

SOURCE Padlock Partners UK Fund III

John Stevenson, Chief Executive Officer, Padlock Partners UK Fund III, [email protected]; Matthew Collins, Chief Financial Officer, Padlock Partners UK Fund III, [email protected]; Contact Telephone Number for Padlock Partners UK Fund III: 602-428-8961