NADG NNN Real Estate Investment Trust Announces Closing of the Sale of its Entire Interest in Portfolio of Real-Estate Properties in the U.S.

TORONTO, Oct. 20, 2023 /CNW/ - NADG NNN Real Estate Investment Trust (the "REIT") today announced the completion of the sale by NADG NNN Holding L.P. (the "Seller"), a wholly-owned subsidiary of the REIT, of its entire approximately 50% indirect interest (the "REIT Portfolio") in the portfolio of properties (the "Portfolio") co-owned with NADG NNN Property Fund LP ("U.S. REIT") to NADG NNN Operating LP (the "Buyer"), an affiliate of the U.S. REIT (the "Transaction"). The REIT's unitholders (the "Unitholders") approved the Transaction at the special meeting of Unitholders held on October 5, 2023.

The Seller expects to dissolve and distribute the net proceeds from the sale of the REIT Portfolio to the REIT. The REIT intends to use the majority of such proceeds to pay a distribution to Unitholders as soon as practicable following closing and, after providing for liabilities and other administrative matters in connection with the liquidation of the REIT, the REIT expects to subsequently distribute its remaining net assets to Unitholders, cancel all issued and outstanding units (the "Units") and dissolve, all in accordance with the Declaration of Trust (as defined below). Any distributions to Unitholders will be subject to taxes required to be withheld.

The REIT is an open-ended trust established in accordance with the laws of the Province of Ontario pursuant to a declaration of trust dated June 8, 2017, as amended and restated on July 26, 2017 (the "Declaration of Trust") for the primary purpose of indirectly acquiring, owning and leasing a portfolio of interests in diversified income producing commercial real estate properties in the U.S. with a focus on outparcel properties leased to national or regional operators pursuant primarily to triple-net leases.

For the REIT's complete consolidated financial statements and management's discussion and analysis for the three and six months ended June 30, 2023 and any other information relating to the REIT, please visit the REIT's SEDAR+ profile at www.sedarplus.com.

Certain statements made in this news release, including statements relating to matters that are not historical facts and statements of the REIT's beliefs, intentions and expectations about developments, results and events which will or may occur in the future, contain "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information relates to future events or future performance, reflects current expectations or beliefs regarding future events and are typically identified by words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "likely", "may", "plan", "seek", "should", "will" and similar expressions suggesting future outcomes or statements regarding an outlook. Specific forward-looking statements in this document include, but are not limited to, statements with respect to the amount of distributions to be received by Unitholders; the timing of the proposed distribution of net assets of the REIT to Unitholders; the cancellation of all issued and outstanding Units; and the dissolution of the REIT.

By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond the REIT's control. The forward-looking information contained in this news release is based on certain key expectations and assumptions made by the REIT, including expectations and assumptions concerning transaction and closing costs and other customary costs to be deducted from the net assets of the REIT.

Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include, but are not limited to: general global economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; and the timing of closing of the Transaction. There are also risks that are inherent in the nature of the Transaction.

Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. A comprehensive discussion of other risks that impact the REIT can also be found in the REIT's public reports and filings which are available under the REIT's SEDAR+ profile at www.sedarplus.com. The REIT does not undertake to update, correct or revise any forward-looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.

SOURCE NADG NNN Real Estate Investment Trust