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2014

Slate U.S. Opportunity (No. 2) Realty Trust Announces Combination Transaction and Special Meeting of Unitholders

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TORONTO, Jan. 30, 2014 /CNW/ - Slate U.S. Opportunity (No. 2) Realty Trust (the "Trust") is pleased to announce that its board of trustees has unanimously approved a proposed transaction (the "Combination Transaction") pursuant to which Slate U.S. Opportunity (No. 1) Realty Trust ("SUSO 1") will (i) acquire all of the assets of the Trust and U.S. Grocery Anchored Retail (1A), (1B) and (1C) Limited Partnerships ("GAR") and (ii) list as a publicly traded real estate investment trust under the name "Slate Retail REIT" (the "REIT") on the Toronto Stock Exchange (the "TSX").

A special meeting of unitholders of the Trust (the "Unitholders") will be held at the offices of Goodmans LLP (333 Bay Street, Suite 3400, Toronto, Ontario M5H 2S7) on March 3, 2014 at 10:30 a.m. EST to consider the approval of the Combination Transaction.

The Trust believes that the Combination Transaction:

(a)


will provide additional liquidity to Unitholders by redeeming all units of the Trust in exchange for TSX-listed class U units of SUSO 1;


(b)


will create a larger entity with improved access to capital markets, enhanced geographic and tenant diversification and the ability to conduct follow-on offerings to efficiently raise equity capital for future growth;


(c)


will allow Unitholders to participate in the future growth of the REIT, which entity will be managed by Slate Properties Inc. (the current manager of the Trust) based on the same investment strategy used by the Trust;


(d)


is consistent with the liquidity strategy of the Trust, as disclosed in its initial public offering prospectus; and


(e)


will provide Unitholders with monthly, as opposed to quarterly, cash distributions.


The Combination Transaction is expected to close in March 2014. In addition to approval by the Unitholders, the Combination Transaction is conditional upon receiving the approval of unitholders of SUSO 1 and GAR and the Toronto Stock Exchange for the listing of the class U units of SUSO 1 and receiving certain lender consents.  Further details on the Combination Transaction will be set out in the management information circular of the Trust to be mailed to Unitholders in advance of the special meeting.

ABOUT SLATE U.S. OPPORTUNITY (NO. 2) REALTY TRUST

The Trust was established for the primary purpose of indirectly acquiring, owning and leasing a portfolio of diversified revenue-producing commercial real estate properties in the U.S. with a focus on anchored retail properties. The Trust indirectly owns a portfolio of ten properties. Slate Properties Inc. ("Slate") is the manager of the Trust and is a Toronto-based commercial real estate investor and asset manager. Slate's founding partners have nearly two decades of experience in the industry managing complex real estate transactions in domestic and international markets.  Since 2005, the company has acquired over C$2.3 billion of commercial real estate assets across North America. The company currently co-invests and manages various investment vehicles, including Slate U.S. Opportunity (No. 1) Realty Trust, Slate U.S. Opportunity (No. 2) Realty Trust, Slate U.S. Opportunity (No. 3) Realty Trust, a closed-end private fund focused on U.S. retail assets and owns and manages a portfolio of Canadian office properties with domestic institutional equity group.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Trust to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include: (1) the intention to complete the Combination Transaction; and (2) the expected benefits of the Combination Transaction to the Trust and its unitholders. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such forward-looking statements are based on a number of assumptions that may prove to be incorrect, including, but not limited to, the ability of the Trust to satisfy the conditions necessary to complete the Combination Transaction, including the requirements of the Toronto Stock Exchange and unitholder approval, and the expected performance of the Trust following closing of the Combination Transaction. Additional, important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, local real estate conditions, including the development of properties in close proximity to the Trust's properties, competition, availability and cost of additional real estate properties, changes in government regulation, dependence on tenants' financial condition, interest rates, the availability of equity and debt financing, environmental matters, tax related matters, and reliance on key personnel. There can be no assurances that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary statements qualify all forward-looking statements attributable to the Trust and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and the Trust undertakes no obligation to update such statements except as required by law. The factors identified above are not intended to represent a complete list of the factors that could affect the Trust and the REIT. Additional information about these assumptions and risks and uncertainties are more fully described in the Trust's regulatory filings that can be obtained on SEDAR at www.sedar.com.

SOURCE Slate U.S. Opportunity (No. 1) Realty Trust



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