Whiterock REIT Completes $45 Million Public Equity Offering

TSX- WRK.UN

TORONTO , Feb. 11 /CNW/ - Whiterock Real Estate Investment Trust ("Whiterock") announced today that it has closed its previously-announced public equity offering consisting of 3,015,000 trust units at a price of $14.95 per unit, for gross proceeds of approximately $45 million . The offering was completed on a bought deal basis, through a syndicate of underwriters led by TD Securities Inc. and including CIBC World Markets Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., Canaccord Financial Ltd., National Bank Financial Inc., and Dundee Securities Corporation.

Whiterock has granted the underwriters an over-allotment option to purchase up to an additional 452,500 trust units at the same offering price, exercisable in whole or in part at any time for a period of up to 30 days following the closing of the offering to cover over-allotments, if any. If the over-allotment option is exercised in full, the gross proceeds of the offering will total approximately $51.8 million .

Whiterock intends to use the net proceeds of the offering to fund the acquisition of a 49.9% equity interest in a $214 million portfolio of office properties in the Greater Toronto Area (the "Acquisition") and for general trust purposes.

Whiterock also announced today that, as currently structured, management believes that Whiterock qualifies for the REIT exception to the SIFT rules beginning in 2010 and therefore will not be subject to the changes to the tax treatment of publicly traded trusts first announced on October 31, 2006 .

With the completion of the Acquisition, which is expected to close on February 12, 2010 , Whiterock's aggregate real estate portfolio will total approximately four million square feet across 54 properties in seven provinces, with a weighted average lease term of more than 7 years, and 54% of the portfolio will consist of government and investment-grade tenants.

Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of applicable securities legislation, including but not limited to statements with respect to the intended use of proceeds of the public equity offering. These forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "estimate", "anticipate", "intend", "believe" or "continue", the negative forms thereof and similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs, and are based on information currently available to management. These statements are not guarantees of future events or performance and, by their nature, are based on Whiterock's estimates and assumptions, which are subject to known and unknown risks, uncertainties and other factors that may cause the actual events, results or prospects to be materially different from those expressed or implied herein. Readers are cautioned that a number of risks, uncertainties and other factors, including but not limited to the risk that the transactions described herein may not be completed in a timely way or at all, and the risks discussed in Whiterock's various securities filings, including the section entitled "Risk Factors" in Whiterock's Annual Information Form, which can be obtained at www.sedar.com, could cause actual events, results or prospects to differ materially from those stated or implied. These risks, uncertainties and other factors should be considered carefully, and a reader should not place undue reliance on forward-looking statements, as there can be no assurance that actual events, results or prospects will be consistent with such statements. Except as required by law, Whiterock does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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For further information: www.whiterockreit.ca; Frank Bucys, CFO, [phone]; Jennifer Kosloski, [phone]