Calloway Real Estate Investment Trust Closes $230 Million Subscription Receipt Offering

TORONTO, ONTARIO–(Marketwired – April 27, 2015) –

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Calloway Real Estate Investment Trust (“Calloway”) (TSX:CWT.UN) announced today that it has closed its previously announced offering (the “Offering”) of 8,015,500 subscription receipts (the “Subscription Receipts”) at a price of $28.70 per Subscription Receipt for gross proceeds of $230,044,850, including the exercise, in full, of the over-allotment option in respect of the Subscription Receipts. The Offering was completed on a bought deal basis through a syndicate of investment dealers led by CIBC. The Subscription Receipts will commence trading on the Toronto Stock Exchange under the ticker symbol “CWT.R”.

Calloway intends to use the net proceeds of the Offering, to finance, in part, the purchase price for Calloway’s previously announced acquisition of the SmartCentres platform from Mitchell Goldhar as part of a $1.16 billion transaction (the “Transaction”) that will make Calloway a fully integrated real estate developer and operator by adding the SmartCentres platform for development, leasing, planning, engineering, architecture, and construction capabilities. The Transaction also includes the acquisition of interests in a $1.1 billion portfolio of 24 properties located principally in Ontario and Quebec, including 20 open format Walmart Supercentre anchored or shadow-anchored shopping centres owned by Mr. Goldhar and joint venture partners, including Wal-Mart Canada Realty Inc. It is expected that the Transaction will close in late May 2015 following the meeting of holders of Units and Special Voting Units of Calloway on May 26, 2015.

On closing of the Transaction: (i) one Unit of Calloway (“Unit”) will be automatically issued in exchange for each Subscription Receipt (subject to customary anti-dilution protection), without payment of additional consideration or further action by the holder thereof, (ii) an amount per Subscription Receipt equal to the amount per Unit of any cash distributions made by Calloway for which record dates have occurred during the period that the Subscription Receipts are outstanding, net of any applicable withholding taxes, will become payable in respect of each Subscription Receipt.

If the Transaction fails to close or is terminated, the gross proceeds of the Offering and the pro rata entitlement to interest earned or deemed to be earned thereon, net of any applicable withholding taxes, will be paid to holders of the Subscription Receipts and the Subscription Receipts will be cancelled.

Forward-looking information

This press release may contain forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue” and similar expressions and by discussions of strategies that involve risks and uncertainties. The forward-looking statements are based on certain key expectations and assumptions made by Calloway regarding, among other things, expected performance of the acquired properties and platform, the existence of further profitable development opportunities, the level of Walmart development opportunities, moderate increases in interest rates and the closing of the Transaction. By their nature, forward-looking statements and valuations involve numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. Although management believes that the expectations reflected in the forward-looking statements and valuations are reasonable, there can be no assurance that future results, levels of activity, performance or achievements will occur as anticipated. Neither Calloway nor any other person assumes responsibility for the accuracy and completeness of any forward-looking statements, and no one has any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or such other factors which affect this information, except as required by law.

About Calloway

Calloway is one of Canada’s largest real estate investment trusts with an enterprise value of approximately $7 billion. It owns and manages approximately 27 million square feet in 121 value-oriented principally Walmart anchored retail centres having the strongest national and regional retailers, as well as strong neighbourhood merchants. In addition, Calloway is a joint-venture partner in the Toronto and Montreal Premium Outlets. Calloway’s vision is to provide a value-oriented shopping experience to Canadian consumers. For more information on Calloway, visit www.callowayreit.com.