Date Closed

May 30, 2013

Lead Office

Québec City

Value

5.60 Million CAD

On May 30, 2013, Capital Nobel Inc. announced the completion of a C$5.6 million initial public financing and the acquisition of two commercial real estate properties by Nobel Real Estate Investment Trust.

The transaction involved three primary components: (i) the reorganization of Capital Nobel Inc., a capital pool company listed on the TSXV under the symbol NEL.P (the Corporation), into Nobel REIT by way of a plan of arrangement under section 192 of the Canada Business Corporations Act between the Corporation, Nobel REIT and Nobel REIT Limited Partnership (the Arrangement); (ii) the completion of Nobel REIT's initial public offering of  22,400,000 trust units ("Units") for gross proceeds to Nobel REIT of C$5.6 million (the "Offering"); and (iii) the acquisition of two commercial real estate properties located at 1185-1195 Chemin du Tremblay, Longueuil, Québec (the Longueuil Property) and 1190 Place Nobel, Boucherville, Québec (the Boucherville Property), for a purchase price equal to C$11.1 million and C$3.55 million, respectively.

The Offering was completed by a syndicate of agents led by Desjardins Capital Markets and including National Bank Financial Inc. and Scotia Capital Inc. (collectively the Agents). In connection with the Offering, Nobel REIT paid the Agents a cash commission in an amount equal to 7% of the gross proceeds of the Offering and issued the Agents compensation warrants equal to 5% of the Units sold pursuant to the Offering. Nobel REIT also granted the Agents an over-allotment option to purchase up to an additional 3,360,000 Units on the same terms and conditions, exercisable at any time, in whole or in part, up to the date that is 30 days from the date of closing of the Offering. The Units have been approved for listing on the TSXV and are trading under the symbol "NEL.UN".

Pursuant to the Arrangement, among other things: (i) the issued and outstanding common shares (Shares) of the Corporation were exchanged for Units of Nobel REIT on a one (1) for one (1) basis (the "Exchange Ratio"), and (ii) the issued and outstanding options ("Options") to purchase Shares were exchanged for options to purchase Units ("REIT Options") on terms and conditions identical to the terms and conditions of the Options and based upon the Exchange Ratio.

Nobel REIT, headquartered in Longueuil, Québec, is an open-ended real estate investment trust established under, and governed by, the laws of Province of Québec.

McCarthy Tétrault LLP represented Desjardins Capital Markets and the syndicate of agents with a team led by Philippe Leclerc.