PLAZACORP WILLOWGROVE RESIDENTIAL REAL ESTATE DEVELOPMENT TRUST FILES AMENDED AND RESTATED PRELIMINARY PROSPECTUS IN RESPECT OF ITS MAXIMUM $75 MILLION INITIAL PUBLIC OFFERING OF UNITS

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

TORONTO, Nov. 12, 2024 /CNW/ - Plazacorp Willowgrove Residential Real Estate Development Trust (the "REDT") announced today that it has filed with the securities regulatory authorities in each of the provinces of Canada, other than Québec, and obtained a receipt for, an amended and restated preliminary prospectus amending and restating the preliminary prospectus dated November 5, 2024, and it has filed with the securities commission in Québec, and obtained a receipt for, a preliminary prospectus (the "Prospectus") for its proposed initial public offering of its trust units (the "Offering").

The Prospectus qualifies the distribution of a minimum of C$60 million and a maximum of C$75 million of Class A Units and/or Class F Units of the REDT at a price of C$10.00 per Class A Unit and Class F Unit.

The REDT is a newly-created, unincorporated investment trust, currently owned by Plazacorp Investments Limited ("Plazacorp"), and was established for the primary purpose of indirectly owning a majority equity interest in a project (the "Project") to develop two residential subdivisions comprising 676 residences (467 townhomes and 209 single detached homes), and 297 serviced lots on 213 acres of land in Markham and Stouffville, Ontario.

The REDT will aim to develop the Project and, commencing on the sale of homes in the Project, declare and pay to unitholders of the REDT cash distributions out of the available cash flow.

The current owners of the Project will retain a minority ownership interest in the Project following the closing of the Offering and the acquisition of an interest in the Project by the REDT, as further specified in the Prospectus. None of the current owners will receive any of the net proceeds of the Offering, which will be used to pay the costs and expenses of the Offering and to fund the development of the Project, as further specified in the Prospectus.

Significant development approval and pre-development progress has been made to date, including zoning and subdivision approvals, finalization of a Master Environmental Servicing Plan in conjunction with the area municipalities, Conservation Authority and Regional government, and assembling a multidisciplinary team of local counsel, architects, planners and engineers to comprehensively design the sites. Total forecasted costs for the Project are approximately C$804.3 million.

The REDT will be managed by Plazacorp Willowgrove REDT Management Inc., an affiliate of Plazacorp, and administered by a board of trustees, a majority of whom are considered independent by the REDT. The Project will be developed by Plazacorp Upper Markham Management Limited Partnership, a limited partnership which will be controlled by Plazacorp that will earn certain fees in connection with the development of the Project and the sale of lots in the Project.

CIBC World Markets Inc. (the "Agent") is the sole agent for the Offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities of the REDT in the United States, nor shall there be any sale of the securities of the REDT 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 within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.

An amended and restated preliminary prospectus and preliminary prospectus, as applicable, containing important information relating to these securities has been filed with securities regulatory authorities in each of the provinces of Canada. The Prospectus is still subject to completion or amendment. A copy of the Prospectus may be obtained from the Agent and is available on SEDAR+ at www.sedarplus.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.

Plazacorp Willowgrove Residential Real Estate Development Trust

Plazacorp Willowgrove Residential Real Estate Development Trust was established for the primary purpose of indirectly owning an interest in a project to develop two residential subdivisions comprising 676 residences (467 townhomes and 209 single detached homes), and 297 serviced lots on 213 acres of land in Markham and Stouffville, Ontario.

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 REDT regarding future events, including statements concerning the use of proceeds of the Offering, expectations with respect to the development of the Project, the timing of construction and completion, expected construction plans, the expected number and breakdown of units constructed and the sale of units. 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 REDT to develop the forward-looking information include, but are not limited to, the REDT's current expectations about: construction and development risk; obtaining necessary development permits for the Project; the realization of property value appreciation and timing thereof; the inventory of residential properties; competition from developers of residential properties; the Markham and Stouffville, Ontario real estate markets; government legal and regulatory changes; property encumbrances relating to the Project; closing and other transaction costs in connection with the acquisition and disposition of the Project; the availability of financing and current interest rates; demographic trends; fluctuations in interest rates; litigation risks; the relative illiquidity of real property investments; the Canadian economic environment; the geographic concentration of the REDT's business; natural disasters and severe weather; demand levels for residential properties in Markham and Stouffville, Ontario and local economic conditions; negative geopolitical events; public health crises; the capital structure of the REDT; distributions; capital depletion; potential conflicts of interest; reliance on the good faith and ability of the Project's project manager to manage the Project; the limited operating history of the REDT; the limited experience of management of the REDT with respect to managing a reporting issuer; the limited liquidity of the Class A Units and Class F Units; and tax laws. While management of the REDT 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 REDT'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 REDT'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 Prospectus, including under the heading "Risk Factors" therein. Readers are cautioned against placing undue reliance on forward-looking statements. Except as required by applicable Canadian securities laws, the REDT 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 Plazacorp Willowgrove Residential Real Estate Development Trust

Jayne Jones, Executive Assistant, Plazacorp Investments Limited, Phone: [phone], Email: [email protected]