Edgefront Realty Corp. announces agreement to purchase Ontario properties, proposed private placement and REIT conversion

TORONTO, May 1, 2013 /CNW/ - Edgefront Realty Corp. ("Edgefront") (TSXV: ED) announces today that it has entered into an agreement with Ajax Estates Holdings Ltd. (an Ontario corporation) dated April 29, 2013 to purchase a 396,000 square foot portfolio of industrial properties in Ajax, Ontario (the "Ajax Portfolio") for a purchase price of approximately $29,500,000, to be satisfied by way of cash and the issuance to Ajax Estates Holdings Ltd. of $5,000,000 of Edgefront shares at a deemed price of $0.15 per share (or approximately 33,333,333 Edgefront shares). The Ajax Portfolio consists of multiple multi-tenant industrial properties located in an industrial park that is 100% occupied with an average remaining lease term of 7 years.

The purchase price for the Ajax Portfolio will be satisfied through a combination of cash generated from new mortgages, the issuance of up to 300,000,000 common shares of Edgefront by way of private placement at a price of $0.15 per share for aggregate gross proceeds of up to $45 million and the share issuance to Ajax Estates Holdings Ltd. as described above. The acquisition of the Ajax Portfolio and the private placement will form part of a series of transactions relating to the conversion of Edgefront into a real estate investment trust having an external asset management structure. The acquisition of the Ajax Portfolio, private placement and conversion into a real estate investment trust will be subject to receipt of all necessary approvals, including those of Edgefront shareholders, the Ontario Superior Court of Justice (Commercial List) and the Exchange, and such transactions are expected to close on or about the end of June.

Edgefront retained CBRE Limited as its independent appraiser to determine the market value of the Ajax Portfolio. In its report, the independent appraiser concluded that the market value of the Ajax Portfolio as at April 25, 2013 was $29,900,000 based on various factors including annual total gross revenue of $3,071,513 (unaudited) for the portfolio.

The acquisition of the Ajax Portfolio is an Arm's Length Transaction (as that term is defined in TSXV Policy 1.1) and has not yet received TSXV approval.  The acquisition is subject to certain closing conditions, including completion of satisfactory due diligence, receipt of any necessary regulatory approval and successful financing. The conversion of Edgefront into a real estate investment trust will be subject to Multilateral Instrument 61-101 and Exchange Policy 5.9, and will require the approval by the affirmative vote of a majority of votes cast by minority shareholders voting at a special meeting of shareholders to be held on June 14, 2013. Edgefront does not expect any new control person to be created as a result of the private placement.

"Management is enhancing the corporation's portfolio through property acquisitions in Ontario, thereby expanding and diversifying its asset base", commented Kelly Hanczyk, Edgefront's Chief Executive Officer. "These additional properties strengthen our position as Edgefront moves forward with its plan to convert the corporation into a diversified real estate investment trust."

About Edgefront

Edgefront is a growth oriented, diversified real estate company focused on increasing shareholder value through the acquisition, ownership and management of commercial real estate assets initially located in secondary markets. It is the intention of Edgefront to expand its business of purchasing, owning and operating real estate assets and to raise funds in the marketplace in order to convert Edgefront into a real estate investment trust having an external asset management structure, subject to receipt of all necessary approvals, including that of the TSXV.

Completion of the acquisition of the Ajax Portfolio (the "Transaction") remains subject to TSXV approval.  There can be no assurance that the Transaction will be completed as proposed or at all.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.  Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking information within the meaning of Canadian securities laws.  Such information includes, without limitation, information regarding the completion of the Transaction.  Although Edgefront believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. In particular, this news release contains forward-looking information relating to the expected completion of the Transaction and the business strategies of Edgefront

Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events.  Edgefront cautions investors that any forward-looking information provided by Edgefront is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: Edgefront's ability to complete the Transaction; the state of the real estate sector in the event the Transaction are completed; recent market volatility; Edgefront's ability to secure the necessary financing or to be fully able to implement its business strategies and other risks and factors that Edgefront is unaware of at this time.  The reader is referred to Edgefront's initial public offering Prospectus and Filing Statement for a more complete discussion of risk factors relating to Edgefront and their potential effects, copies of which may be accessed through Edgefront's page on SEDAR at www.sedar.com.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

SOURCE Edgefront Realty Corp.

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