Mr. James Beckerleg of Pro REIT reports

PRO REIT TO ACQUIRE BOULEVARD INDUSTRIAL REIT IN A SUPPORTED TRANSACTION

Pro Real Estate Investment Trust and Boulevard Industrial Real Estate Investment Trust have entered into an arrangement agreement pursuant to which Pro REIT will acquire all of the outstanding trust units of Boulevard in a friendly transaction approved unanimously by the boards of trustees of both Pro REIT and Boulevard.

The acquisition will be effected by way of a plan of arrangement pursuant to which unitholders of Boulevard will receive 0.04651 of a trust unit of Pro REIT for each trust unit of Boulevard they hold.

Based on the $2 closing price of Pro REIT's units on the TSX Venture Exchange on July 30, 2015, the day prior to entering into the agreement, the offer implies a purchase price of 9.3 cents per Boulevard unit, representing a premium of approximately 43 per cent to the 6.5-cent closing price of Boulevard's units on July 30, 2015, and a premium of approximately 45 per cent based on the volume-weighted average prices of each respective REIT on the TSX-V for the 20-day period ended July 30, 2015.

Trustees, management and certain other unitholders of Boulevard who collectively hold approximately 26 per cent of the total trust units of Boulevard outstanding have entered into agreements pursuant to which they have agreed to vote their units in favour of the transaction. The plan of arrangement will be voted upon by Boulevard unitholders and debentureholders at a meeting called for such purpose. The trustees of Boulevard unanimously recommend that Boulevard unitholders vote in favour of the plan of arrangement based on advice from a special committee of independent trustees.

The transaction provides benefits to unitholders of both REITs.

Benefits of the transaction to Pro REIT unitholders:

• The transaction increases scale of Pro REIT's portfolio to over $200-million of gross book value, 32 properties and approximately 1.7 million square feet of gross leasable area.
• The transaction is expected to be accretive to Pro REIT's net asset value and adjusted funds from operations per unit.
• Pro REIT will acquire high-quality real estate, consistent with its existing portfolio.
• Unitholders will benefit from an increased market capitalization and liquidity.

"The acquisition is accretive to Pro REIT's net asset value and AFFO per unit. It enables Pro REIT to acquire three high-quality industrial properties in a stable market, where we have existing properties and expertise. They fit closely into our existing expansion strategy," said James W. Beckerleg, president and chief executive officer of Pro REIT. "Once completed, the acquisition will add 236,692 square feet of gross leasable area to our portfolio, expanding our total gross leasable area by more than 10 per cent. Pro REIT's assets will surpass $200-million at the conclusion of this transaction, and all unitholders will benefit from the increased liquidity and diversification that a larger enterprise provides," continued Mr. Beckerleg.

Benefits of the transaction to Boulevard REIT unitholders:

• Significant premium to Boulevard's current trading price;
• Fully financed transaction with no due diligence or financing conditions, subject only to customary conditions, providing deal certainty;
• One-hundred-per-cent Pro REIT unit consideration giving Boulevard unitholders the opportunity to participate in a well-sponsored entity with size, scale, portfolio diversification, a strong balance sheet and an ability to raise capital going forward;
• Further potential upside to Boulevard unitholders through capital appreciation of Pro REIT units over time;
• Pro REIT is a distribution-paying entity with a current payout ratio of approximately 92 per cent.

"Boulevard unitholders will benefit greatly from a combination with Pro REIT," said Scott Hayes, chief executive officer of Boulevard. "Pro REIT owns a large, stable portfolio of 29 buildings in the retail, office and industrial segments of the commercial property market. The Pro REIT units offer an attractive monthly distribution and provide the potential for further unit price appreciation as Pro REIT executes on its strategic plan. It also offers greater scale and liquidity to the Boulevard unitholders. Our debentureholders will have the opportunity to be paid 101 per cent of their debenture principal."

The Boulevard portfolio

The portfolio of Boulevard is composed of three high-quality light industrial buildings, all located in Moncton, N.B. The properties are 95 per cent occupied by 15 tenants, which carry an average lease terms of 4.65 years. The general financial covenants of the tenants are strong with national and investment-grade tenants occupying over 90 per cent of the gross leasable area.

205 Commerce St.

205 Commerce St., located in Moncton, N.B., in the Caledonia industrial park area, is a well-maintained, light industrial property located only 5.5 kilometres from the Greater Moncton International Airport. It is composed of 56,833 square feet of gross leasable area, was constructed in 2005 and is 79 per cent occupied by Cardinal Health Canada.

1180 St. George Blvd.

1180 St. George Blvd., located in Moncton, N.B., is a well-functioning, highly maintained light industrial property that enjoys prominent street frontage and highway access, offering secondary street frontage onto Wheeler Boulevard, a divided highway that encircles Moncton and acts as its major traffic artery. Constructed in 1976 and expanded in 1999, 1180 St. George Blvd. sits on 7.12 acres of land (37.6-per-cent site coverage) and is 116,506 square feet. It is 100 per cent leased to seven tenants, including Iron Mountain Canada and Emco Corp. This property is located immediately west of Boulevard's third Moncton property -- 1070 St. George Blvd. -- offering leasing and operating efficiencies.

1070 St. George Blvd.

1070 St. George Blvd. is a well-maintained, multitenant light industrial property located in Moncton, N.B. It has prominent street frontage on St. George Boulevard and is situated at the gateway to the Moncton industrial park. The property is located 2.5 kilometres from the CN intermodal yard and has secondary frontage onto Wheeler Boulevard, a divided highway that encircles Moncton and is its major traffic artery. Constructed in 1989, and expanded in 1991, it has a total rentable area of 63,353 square feet and sits on 5.29 acres of land (27.5-per-cent coverage ratio), allowing for future expansion of the building. It is currently 100 per cent leased to seven tenants, including Stihl Ltd. This property is located immediately east of the 1180 St. George Blvd. property.

"The addition of these industrial properties to our portfolio in New Brunswick increases our footprint in the Maritimes market and provides increased operating efficiencies there. We are pleased with the quality of the tenant base, and the properties are accretive to our existing portfolio," added Mr. Beckerleg.

Transaction details

Under the terms of the agreement, Pro REIT will, among other things, acquire all of the issued and outstanding trust units of Boulevard, and Boulevard unitholders will receive 0.04651 of a Pro REIT trust unit for each trust unit of Boulevard held.

The effective purchase price for the assets is supported by current appraisals. The units of Pro REIT issued to finance the net equity requirement are calculated at $2.30 per unit, and the transaction will therefore be accretive to Pro REIT's net asset value and AFFO.

The implementation of the plan of arrangement is subject to the approval of 66-2/3 per cent of the Boulevard units voted at a special meeting of Boulevard unitholders and, if required under applicable securities laws, a majority of disinterested Boulevard unitholders. Trustees, management and certain other unitholders of Boulevard who collectively hold approximately 26 per cent of the total trust units of Boulevard outstanding have entered into agreements pursuant to which they have agreed to vote their units in favour of the transaction.

It is expected that Boulevard will prepare and mail a meeting circular to its unitholders within the next few weeks and that the special unitholder meeting will be held in September. The transaction is also subject to regulatory approvals, including of the TSX Venture Exchange, court approvals, required consents and other customary closing conditions. Assuming the requisite approvals and consents are received and other conditions are met or waived, the plan of arrangement is expected to be implemented by early October. The transaction is not subject to any financing condition.

The agreement provides for, among other things, customary board support and non-solicitation covenants from Boulevard, with fiduciary-out provisions that allow Boulevard to accept a superior proposal in certain circumstances and a right to match in favour of Pro REIT. Under the agreement, Pro REIT is entitled to a $350,000 break fee in certain circumstances, including the acceptance by Boulevard of an unsolicited superior proposal from a third party.

Important details regarding the terms of the convertible debentures are set out in the debenture indenture, which is available on SEDAR. Holders of convertible debentures are encouraged to read the full text of the debenture indenture.

Under the terms of the proposed transaction, the holders of outstanding Boulevard convertible debentures will receive a cash amount equal to 101 per cent of the principal amount plus accrued and unpaid interest and an additional 30 days of interest as part of the plan of arrangement. The holders of convertible debentures will be asked to vote on the plan of arrangement. However, completion of the transaction is not conditional on such approval.

If the requisite debentureholder approval is not obtained, any convertible debentures of Boulevard outstanding at the time of closing will be assumed by Pro REIT, and following closing, holders of debentures will be entitled to receive trust units of Pro REIT upon conversion based on the exchange ratio contemplated by the transaction. Pro REIT will be required to offer to purchase the convertible debentures following closing of the transaction for 101 per cent of their principal amount plus accrued and unpaid interest.

Under the transaction, existing Boulevard options held by Boulevard trustees, management and former management will be cancelled for no consideration. Also under the transaction, existing warrants to purchase Boulevard units held by third parties will become warrants to purchase Pro REIT units.

The agreement will be available on SEDAR. Copies of Boulevard's management information circular and certain related documents will be sent to unitholders and filed with Canadian securities regulators and will be available on SEDAR.

Boulevard board of trustees recommendation

Following the recommendation of a special committee of independent trustees, the board of trustees of Boulevard has unanimously resolved to recommend that Boulevard unitholders and debentureholders vote in favour of the transaction. Trimaven Capital Advisors Inc. has provided a fairness opinion to the special committee of independent trustees of Boulevard that, subject to the assumptions, limitations and qualifications set out in such fairness opinion, the consideration to be received by Boulevard unitholders pursuant to the arrangement is fair from a financial point of view to Boulevard unitholders. The fairness opinion will be included in the management information circular of Boulevard to be mailed to unitholders and holders of debentures of Boulevard in connection with the approval of the transaction.

Advisers and counsel

Canaccord Genuity Corp. is acting as financial adviser to Pro REIT in connection with the transaction, and Osler, Hoskin & Harcourt LLP is acting as legal counsel to Pro REIT.

Trimaven Capital Advisors is acting as financial adviser to the special committee of independent trustees of Boulevard in connection with the transaction, and WeirFoulds LLP is acting as legal counsel to Boulevard.

We seek Safe Harbor.