Subversive Real Estate Acquisition REIT LP Announces Exercise and Closing of Over-Allotment Option

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, Jan. 23, 2020 /CNW/ - Subversive Real Estate Acquisition REIT LP (NEO: SVX.UN) (the "REIT LP") is pleased to announce that further to the U.S.$200,000,000 initial public offering of its Class A restricted voting units (the "Class A Restricted Voting Units") which closed on January 8, 2020, the underwriters have partially exercised their over-allotment option (the "Over-Allotment Option") to purchase an additional 2,500,000 Class A Restricted Voting Units, at a price of U.S.$10.00 per unit. As a result of the exercise of the Over-Allotment Option, an aggregate of 22,500,000 Class A Restricted Voting Units have been issued and an aggregate of U.S.$225,000,000 has been deposited into an escrow account and will only be released upon certain prescribed conditions, as further described in the REIT LP's final prospectus dated December 23, 2019 (the "Final Prospectus").

Due to the partial exercise of the Over-Allotment Option, the REIT LP's sponsors, Subversive Real Estate Sponsor LLC, Inception Altanova Sponsor, LLC and CG Investments Inc. IV (collectively, the "Sponsors") will relinquish an aggregate of 1,259 proportionate voting units of the REIT LP ("Proportionate Voting Units"). Following the exercise of the Over-Allotment Option and the relinquishment of the Proportionate Voting Units, the Sponsors own an aggregate of 54,961 Proportionate Voting Units and 527,000 class B units (the "Class B Units"), representing a 95.5% interest in the  Proportionate Voting Units and a 100% interest in the Class B Units.

The Sponsors' position in the REIT LP was acquired for investment purposes. Subject to certain exceptions, the Sponsors are restricted from selling their Proportionate Voting Units and Class B Units (including any Proportionate Voting Units or rights forming part of the Class B Units) prior to the qualifying transaction, as described in the Final Prospectus. The Sponsors may purchase and/or sell any Class A Restricted Voting Units that they acquire from time to time, subject to applicable law. In connection with the REIT LP's initial public offering, and as sponsors to the REIT LP, the Sponsors have entered into certain material agreements, all as described in the Final Prospectus and posted on SEDAR.

The REIT LP's head office is located at 135 Grand Street, 2nd Floor, New York, New York 10013 and the registered office is located at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7, Canada.

This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. Copies of the Final Prospectus are available on SEDAR at www.sedar.com.

Subversive Real Estate Acquisition REIT LP

Subversive Real Estate Acquisition REIT LP is a newly established limited partnership formed under the Limited Partnerships Act (Ontario) for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, equity exchange, asset acquisition, equity purchase, reorganization, or any other similar business combination.

Forward-Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Sponsors' and the REIT LP's current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Sponsors' or the REIT LP's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the factors discussed under "Risk Factors" in the final prospectus of the REIT LP dated December 23, 2019. Neither the Sponsors nor the REIT LP undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE Subversive Real Estate Acquisition REIT LP