NADG NNN Real Estate Investment Trust Files Preliminary Prospectus for Initial Public Offering

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TORONTO, June 9, 2017 /CNW/ - NADG NNN Real Estate Investment Trust (the "Trust") announced today that it has filed with the securities commissions of all provinces in 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 U.S.$20 million and a maximum of U.S.$50 million of Class A Units, Class I Units, and/or Class U Units of the Trust at a price of C$10.00 per Class A Unit and Class I Unit and U.S.$10.00 per Class U Unit.

The Trust is an open-ended unincorporated investment trust and was established for the primary purpose of indirectly acquiring, owning and leasing a portfolio of diversified income-producing commercial real estate properties in the U.S. with a focus on single tenant outparcel properties leased to national or regional operators pursuant primarily to long-term triple-net leases. The Offering is a "blind pool" offering and the Trust does not currently intend to have any of its securities listed or quoted on a public marketplace.

NADG U.S. LLLP (the "Manager"), an affiliate of North American Development Group ("NADG"), is the promoter of the Trust and will also act as manager of the portfolio. NADG and its affiliates own interests in over 23 million square feet of existing shopping centre gross leasable area in the U.S. and Canada, with an additional three million feet in development or pre-development. NADG also owns interests in approximately 1,600 acres of land in the U.S. and Canada that has been acquired for future development. Over the past five years, NADG has acquired over 45 retail properties comprising over six million square feet of existing or to be developed space. Properties owned or under administration by NADG and its affiliates have an enterprise value of approximately U.S.$4.0 billion.

The syndicate of agents for the Offering is being led by CIBC and includes GMP Securities L.P., Raymond James Ltd., National Bank Financial Inc., Canaccord Genuity Corp., Echelon Wealth Partners Inc., Industrial Alliance Securities Inc., Mackie Research Capital Corporation and Manulife Securities Incorporated (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 of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from any of the Agents. 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 and the Manager regarding future events, including statements concerning the use of proceeds of the Offering and the intention not to list securities on a marketplace. 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; the availability of mortgage financing; the capital structure of the Trust; the global and North American economic environment; 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, 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 NADG NNN Real Estate Investment Trust

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