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GT Canada Medical Properties REIT receives conditional acceptance from TSXV on proposed sale of portfolio

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TORONTO, Sept. 5, 2012 /CNW/ - In connection with the previously announced sale (the "Disposition Transaction") of GT Canada Medical Properties Real Estate Investment Trust's (TSX-V:MOB.UN) ("GT Canada") existing medical office building portfolio to NorthWest Healthcare Properties REIT ("NWHP REIT") as part of the take-over bid (the "Take-Over Bid") of GT Canada by NorthWest Value Partners ("NorthWest"), the TSX Venture Exchange ("TSXV") has conditionally accepted the Disposition Transaction, subject to certain conditions being satisfied. One such condition is the approval of the Disposition Transaction from disinterested unitholders of GT Canada, which would exclude any "associate" or "affiliate" of NorthWest.

Disinterested unitholder approval of the Disposition Transaction will either be obtained by way of written consent or by way of the passing of a resolution at a meeting of unitholders.

Information with respect to the Disposition Transaction was provided to all unitholders of GT Canada in the Trustees' Circular issued on April 27, 2012 in response to the Take-Over Bid. Further information regarding the Disposition Transaction is set out in GT Canada's annual information form dated as of August 14, 2012. In addition, the two acquisition agreements that were entered into to effect the Disposition Transaction (both described in further detail below), are publicly filed on SEDAR.

Background to the Disposition Transaction

The Disposition Transaction will be effected in two separate transactions. The first transaction will result in the medical office building in Port Hope, Ontario (the "Port Hope Property") being conveyed to NWHP REIT, with the second transaction resulting in the conveyance of the balance of GT Canada's portfolio of properties to NWHP REIT.

(a) Sale of Port Hope Property

The sale of the Port Hope Property will be effected pursuant to an acquisition agreement dated June 19, 2012 (the "Port Hope Acquisition Agreement") between GT Canada General Partner Inc. (the "General Partner"), in its capacity as the general partner of GT Canada Operating (I) L.P. ("GT LP"), and NHP Holdings Inc. ("NHP GP"), in its capacity as the general partner of NHP Holdings Limited Partnership ("NHP Partnership"); both NHP GP and NHP Partnership being subsidiaries of NWHP REIT. Pursuant to the Port Hope Acquisition Agreement, GT LP will sell its interest in Port Hope Limited Partnership to NHP Partnership, which will effectively result in the transfer of the Port Hope Property to NHP Partnership.

The purchase price for the Port Hope Property is $7,875,000 (subject to customary adjustments), and is to be satisfied by the assumption of mortgage debt on the Port Hope Property by NHP Partnership in the amount of approximately $4,979,000, with the balance satisfied by, at GT Canada's option, the issuance of: (i) NWHP REIT units, (ii) Class B limited partnership units of NHP Partnership, and/or (iii) a promissory note (repayable upon demand, at the REIT's option, in either cash, Class B limited partnership units of NHP Partnership or NWHP REIT units). GT Canada is required to make an election on the form of the balance of the consideration to be paid five days prior to the closing date of the transaction. For purposes of the Port Hope Acquisition Agreement, the units of NWHP REIT or NHP Partnership, as applicable, will be valued at $12.3125 per unit, being a 1.5% discount to $12.50 (which was the closing price of the NWHP REIT units on the trading date prior to approval of the transaction by the independent members of NWHP REIT board of trustees).

(b) Sale of Balance of Portfolio

The sale of the balance of the Portfolio (all properties of GT Canada other than the Port Hope Property) will be effected pursuant to an acquisition agreement dated May 31, 2012 (the "Portfolio Acquisition Agreement") between GT Canada, NWHP REIT and NHP GP, in its capacity as the general partner of NHP Partnership. Pursuant to the Portfolio Acquisition Agreement, GT Canada will sell its interest in GT LP to NHP Partnership, which will effectively result in the transfer of the balance of the Portfolio to NHP Partnership.

The purchase price for the balance of GT Canada's portfolio of properties other than the Port Hope Property is $76,120,000 (subject to customary adjustments), and is to be satisfied by the assumption of mortgage debt on the balance of GT Canada's portfolio of properties by NHP Partnership in the amount of approximately $42,979,000, with the balance satisfied by, at GT Canada's option, the issuance of: (i) NWHP REIT units, (ii) Class B limited partnership units of NHP Partnership, and/or (iii) a promissory note (repayable upon demand, at the REIT's option, in either cash, Class B limited partnership units of NHP Partnership or NWHP REIT units). GT Canada is required to make an election on the form of the balance of the consideration to be paid five days prior to the closing date of the transaction. For purposes of the Portfolio Acquisition Agreement, the units of NWHP REIT or NHP Partnership, as applicable, will be valued at $12.3125 per unit, being a 1.5% discount to $12.50 (which was the closing price of the NWHP REIT units on the trading date prior to approval of the transaction by the independent members of NWHP REIT board of trustees).

The descriptions of the Port Hope Acquisition Agreement and the Portfolio Acquisition Agreement are qualified in their entirety by reference to the actual agreements, which are available on SEDAR.

Following the Disposition Transaction, NorthWest intends to reconfigure GT Canada to support its international healthcare real estate initiatives, which include healthcare property investments in Australia/New Zealand, Brazil and Germany.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING INFORMATION

Certain statements contained in this news release may contain projections and "forward-looking statements" within the meaning of that phrase under Canadian securities laws. When used in this new release, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions may be used to identify forward-looking statements. Those statements reflect NorthWest's and GT Canada's current views with respect to future events or conditions, including matters relating to the Disposition Transaction. By their nature, those statements reflect management's current views, beliefs and assumptions and are subject to certain risks and uncertainties, known and unknown, including, without limitation, risks disclosed in the takeover bid and directors' circulars mailed in connection with the Offer. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by these forward-looking statements. Neither NorthWest nor GT Canada intend to nor assume any obligation to update these forward-looking statements whether as a result of new information, plans, events or otherwise, unless required by law.


SOURCE GT Canada Medical Properties Real Estate Investment Trust



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