MONTREAL, Nov. 2, 2012 /CNW/ – (TSXV: NEL.P) Capital Nobel Inc. (the “Corporation“), a capital pool company (as defined in Policy 2.4 (the “CPC Policy“) of the TSX Venture Exchange Inc.’s (the “TSXV“) Corporate Finance Manual), announced today its proposed Qualifying
Transaction, as defined in the CPC Policy.

The proposed Qualifying Transaction involves three primary components:
(i) the reorganization of the Corporation into a real estate investment
trust to be named “Nobel Real Estate Investment Trust” (“Nobel REIT“) by way of a plan of arrangement under the Canada Business Corporations Act (the “Arrangement“), subject to receipt of all necessary approvals, including the
approval of the TSXV, the Autorit des march s financiers, the
shareholders of the Corporation and receipt of final order of the
Superior Court of Qu bec; (ii) a public offering (the “REIT Offering“) of trust units (“Units“) of Nobel REIT (unless the trustees of Nobel REIT determine to proceed
with the Arrangement with alternative financing arrangements); and
(iii) the purchase of two income-producing commercial properties (the “Properties“) pursuant to two offers to purchase dated July 13, 2012, as amended on
October 22, 2012, that have been entered into by the Corporation and
that will be assigned to Nobel REIT.

The first property, located at 1185-1195 Chemin du Tremblay, Longueuil,
Qu bec (the “Longueuil Property“), will be acquired for a purchase price of approximately $11.10
million from Fiducie Immobilière Chemin du Tremblay, a trust
constituted under the laws of Qu bec. The second property, located at
1190 place Nobel, Boucherville, Qu bec (the “Boucherville Property“), will be acquired for a purchase price of approximately $3.55 million
from 9088-1327 Qu bec Inc., a corporation incorporated under the laws
of the Province of Qu bec. Completion of the acquisition of the
Properties is conditional upon the completion of the Arrangement.

Pursuant to the Arrangement, among other things: (i) the issued and
outstanding common shares of the Corporation (“Shares“) will be exchanged for Units on a one (1) for one (1) basis (1 Unit
for every 1 Share) (the “Exchange Ratio“), and (ii) the issued and outstanding options (“Options“) to purchase Shares will be exchanged for options to purchase Units (“REIT Options“) on terms and conditions identical to the terms and conditions of the
Options, subject to adjustments to the exercise price of, and the
number of Units underlying, the REIT Options based upon the Exchange
Ratio.

The purchase price for the Properties is payable in cash and is subject
to customary adjustments. In connection with the Arrangement and to
finance a portion of the purchase price for the Properties, Nobel REIT
intends to conduct the REIT Offering pursuant to which Units would be
offered to the public in the provinces of Qu bec, Ontario,
British Columbia and Alberta at a price of $0.25 per Unit for gross
proceeds estimated at $5.5 million. Further details regarding the
proposed REIT Offering will be disclosed when available.

Desjardins Capital Markets (the “Agent“) has been retained to act as agent for Nobel REIT, on a best effort
basis, in connection with the REIT Offering. A commission in an amount
equal to 7% of the gross proceeds of the REIT Offering will be payable
by Nobel REIT and a number of broker warrants equal to 5% of the Units
issued as part of the REIT Offering will be issued. The portion of the
purchase price for the Properties that is not financed by the REIT
Offering is expected to be financed by a new hypothecary loan on the
Properties.

The completion of the proposed Qualifying Transaction is conditional
upon, among other things, the completion of the REIT Offering (unless
the trustees of Nobel REIT determine to proceed with the Qualifying
Transaction prior to the closing of the REIT Offering), shareholder
approval by special resolution and on a majority of the minority basis,
receipt of final order of the Superior Court of Qu bec and final TSXV
acceptance of the proposed Qualifying Transaction. Subject to the
conditions and requisite approvals contained herein, the Corporation
anticipates completing the Qualifying Transaction by the end of the
year.

Soci t Immobilière Maestri Terra Inc. (the “Manager“) will be the property and asset manager of Nobel REIT pursuant to a
property and asset management agreement to be entered into between
Nobel REIT, directly or through one of its affiliates, and the Manager.
The Manager is a corporation controlled by Jean-Guy Parent, Yves
Maurais and Jean Teasdale, which are directors of the Corporation.

There will be no changes to the insiders of the Corporation as a result
of the Proposed Transaction. The officers of the Corporation are Jean
Teasdale, Chief Executive Officer and Yves Maurais, Chief Financial
Officer. The directors of the Corporation are Jean Teasdale, Yves
Maurais, Bernard Grandmont, Jean-Guy Parent and Jacques Girard.

Upon completion of the proposed Qualifying Transaction, the resulting
issuer, Nobel REIT, is expected to meet all of the minimum listing
requirements for a Tier 2 Real Estate Issuer. It is anticipated that
the trustees of Nobel REIT will be Jacques Girard (Chairman of the
board of trustees), Jean Teasdale (President and Chief Executive
Officer), Bernard Grandmont, Jean-Guy Parent, Yves Maurais, Serge
Riopel and Alfred Corriveau and that the Chief Financial Officer of
Nobel REIT will be Luc Legros. The background of each trustee and
executive officer of Nobel REIT is described below and will be
contained in the Corporation’s management information circular which
will also be available on SEDAR at www.sedar.com.

Description of Target Properties

The first property, located at 1185-1195 Chemin du Tremblay, Longueuil,
Qu bec, is a mixed-used property constructed in 2007 comprising two
buildings and located in the heart of Longueuil’s commercial area, at
the intersection of boulevard Roland-Therrien and Chemin du Tremblay.
The 2-storey buildings feature 53,126 square feet of rentable area and
are situated on approximately 172,000 square feet of land, with 219
outdoor parking spaces. The property is presently 94% leased. One of
buildings, totalling 10,250 square feet, is fully leased to Services
Canada until 2018. The principal tenant of the other building is Avril
Supermarket until 2017.

This second property is an office building located at 1190 Place Nobel,
Boucherville, in the commercial zone of the 20/20. It is located at the
intersection of the highway 20 and Volta Street, providing primary
visibility and accessibility to major arterials (highways 20, 30 and
132). The three-storey building was built in 2003, using geothermal
techniques and high quality material. It is situated on 37,466 square
feet of land and comprises 18,976 square feet of rentable area and 61
outdoor parking spaces. The property is currently 100% leased and the
principal tenant is Intercom Real Estate Services, which leases 9,995
square feet under a lease expiring in 2022.

Shareholder Meeting to be Announced

The Corporation intends to fix a date for a shareholder meeting to
consider approval of the Qualifying Transaction and to mail a
management information circular to shareholders in connection therewith
following receipt of conditional approval for the Qualifying
Transaction from the TSXV.

As Jean-Guy Parent and Yves Maurais, two directors of the Corporation,
control 9088-1327 Qu bec Inc., the owner of the Boucherville Property,
and are trustees and beneficiaries of Fiducie Immobilière Chemin du
Tremblay, the owner of the Longueuil Property, certain aspects of the
Qualifying Transaction will constitute “related party transactions”
under TSXV Policy 5.9 – protection of minority shareholders in special transactions and Regulation 61-101 respecting protection of minority security holders in
special transactions (“Regulation 61-101“) and therefore must be approved by the affirmative vote of a majority
of minority of shareholders of the Corporation. Serge Riopel, one of
the proposed trustees of Nobel REIT, is also a trustee and beneficiary
of Fiducie Immobilière Chemin du Tremblay. In accordance with
Regulation 61-101, a valuator has been retained to prepare an
independent valuation of the Properties.

Sponsorship of a Qualifying Transaction is required by the TSXV unless
exempt in accordance with TSXV policies. The Corporation is currently
reviewing the requirements for sponsorship and intends to apply for an
exemption from the sponsorship requirements pursuant to the policies of
the TSXV. However, there is no assurance that the Corporation will
ultimately obtain this exemption. The Corporation intends to include
any additional information regarding sponsorship in a subsequent press
release.

Proposed Trustees and Executive Officers of Nobel REIT

Jean Teasdale – Chief Executive Officer and Trustee

Jean Teasdale holds a Bachelor degree in Economy and Political Sciences
from the University of Montreal and has over 30 years of experience in
real estate development. Since September 2011, he has been President of
Gestion JFALT Inc., a management consultancy. Since November 2011, he
is also the President and Chief Executive Officer of the Manager. In
addition, Jean Teasdale has worked on a part-time basis since
January 2011 as a Vice-President at construction management company,
Urbacon Lt e. Between 2003 and 2010, Jean Teasdale was Vice-President,
Real Estate and Commercial Services at A roports de Montr al, where he
oversaw a $100 million portfolio. From May 2000 to the end of 2002, he
was Chief Executive Officer and Chairman of the Board of the Soci t de
d veloppement de la Zone de commerce international de Montr al à
Mirabel. From September 2007 to September 2010, Jean Teasdale served as
a Public Interest representative on the board of directors of CMA
Canada, which represents leading strategic management accounting
professionals. From June 2009 to June 2010, he also sat on the board of
directors of CVTech Inc., a management company with subsidiaries that
manufacture and sell continuously variable power transmission systems
and related products for small vehicles. Jean is active with few
charitable organizations and is currently member of the Board of “La
Fondation des petits tr sors”.

Bernard Grandmont – Trustee

Bernard Grandmont is a Chartered Accountant and a business consultant
with over 30 years of experience. Since 1990, he has been a partner
with Raymond Chabot Grant Thornton, a firm comprised of chartered
accountants and management consultants that remains active. He
currently runs the largest office in the Mont r gie region and has been
in that position since 1997 (relocated to Brossard in 2010). Over the
course of his career, he has been involved with various mandates
relating to private financing and corporate reorganizations; he has
participated in the elaboration of several prospectuses in the context
of initial public offerings; has advised many companies in connection
with acquisitions; and has also successfully resolved several disputes
between shareholders. Bernard Grandmont is also head of business
development at Raymond Chabot Grant Thornton for the greater Montr al
area. He is also the managing partner of the other offices in the South
Shore and Mont r gie regions, namely Sorel, Saint-Hyacinthe,
Saint-Jean, Napierville and Valleyfield.

Jean-Guy Parent – Trustee

Jean-Guy Parent is a founder and senior partner of INTERCOM Real Estate
Services, a brokerage firm with development and asset management
services founded in 1990. He was Mayor of the City of Boucherville from
1978 until 1985. He then served as a member of the Qu bec National
Assembly from 1985 to 1989 and was appointed Minister of Foreign Trade
for the Government of Qu bec in 1985. Jean-Guy Parent sits on a number
of boards, including of private real estate investment trusts, and is
the Governor of the Fondation de l’Hôpital Pierre-Boucher, the Chambre
de commerce et de l’industrie de la Rive-Sud, the Longueuil Symphony
Orchestra and UNICEF for the Mont r gie region. Since January 2004,
Jean-Guy Parent is a director of Noveko International Inc., a company
that offers innovative solutions in the environmental and medical
fields to help improve the health and well-being of people and animals.
He is Vice-Chairman of the board of directors of Noveko International
since May 2009 and a member of its audit and governance committees.

Yves Maurais – Trustee

Yves Maurais is a founder and senior partner of INTERCOM Real Estate
Services, a brokerage firm with development and asset management
services founded in 1990. Yves has been instrumental in the creation
and development of major commercial development projects such as
Quartier Dix30 in Brossard, Le Faubourg Boisbriand, The Spheretech and
the Longueuil campus of the Universit de Sherbrooke. He has been a
real estate investor for the last fifteen years and has created and
managed several private real estate investment trusts. He is also a
Senior Partner with Conser Courtier d’affaires inc., a management,
administration and corporate merger and acquisition consulting firm
that has been active since 1990. Previously, he has held various
positions relating to economic development. Involved in his community,
he has served for the last two years on the board of the Centre Local
de D veloppement de l’agglom ration de Longueuil, which supports
business leaders by recommending appropriate resources to meet all the
management challenges that they are faced with. He is the current
chairman of the Centre. He also serves on the boards of ICSC-Qu bec
(International Council of Shopping Centers, still active), and of
various business associations and charities.

Jacques Girard – Chairman and Trustee

Jacques Girard holds a Masters in Law (LL.M.) from the London School of
Economics and has been the Chairman of the Board of the International
Financial Centre of Montr al, an organization dedicated to Montr al’s
development as an international financial center, since 1996 and was
appointed as its interim Chief Executive Officer in 2005. He has served
and continues to serve on numerous boards, including as Chairman of the
Board of Domtar, the largest integrated marketer and manufacturer of
uncoated freesheet paper in North America and operator of 10 pulp and
paper mills, from 1996 to late April 2004. He was the Chairman of the
University of Montr al Hospital Centre (CHUM) from 1997 to 2002,
Chairman of the F d ration des chambres de commerce du Qu bec (FCCQ)
and is currently a member of the Board of Directors and the Executive
Committee of D veloppement conomique Longueuil. He has also served as
Qu bec’s Deputy Minister of Education, president of Groupe Qu becor
Inc. and Chief Executive Officer of Montr al International.

Serge Riopel -Trustee

Serge Riopel is the General Manager of the CN Investment Division in
Montreal, which manages one of the largest corporate pension funds in
Canada. He has held this position since 1993. Prior to his role as
General Manager, he was a Co-Partner at Capital Mont r gie, a Venture
Capital Group and, three years prior, held the position of
Vice-President, Finance and Asset Management, of Soci t Immobilière
Trans-Qu bec. He is also a current and past-member of various boards
including Princeton Developments Ltd., Novacap and Paul Masson Group.
He holds a Bachelor of Science degree from McGill University and an MBA
from H.E.C. He is also a member of the CN U.S. Subsidiaries Investment
Committee.

Alfred Corriveau -Trustee

Alfred Corriveau holds a Bachelor of Economics degree from the
University of Ottawa and, from April 1990 to January 2010, has been
President of Bombardier Inc., Services Immobiliers, a division of
Bombardier that has been at the forefront of the Bois-Franc,
Saint-Laurent residential project, the Challenger industrial park and
the Challenger golf course. Alfred Corriveau also served as a real
estate consultant for Bombardier’s other divisions. From 1968 to 1973,
he held the title of Chief Operations Officer of A.L. Raymond, a retail
food supply business and, thereafter, Marketing Director of Gatineau
Westgate, a real estate developer in the region of Hull/Ottawa. In
1976, he was hired by Cadillac Fairview as the Marketing and Sales
Director and, in 1980, was hired by Great-West to serve as National
Director overseeing their real estate investments. From 1984 to 1986,
he was hired as Vice-President of one of Guaranty Trust’s subsidiaries
where he managed one of their real estate portfolios and, thereafter,
founded his own company called RE-ASAM, a firm which specialised in the
acquisition, management and consolidation of real estate properties
across Canada for pension and investment funds. Alfred Corriveau is
implicated with FPC Immobilier and Corlac Immobilier which he founded
in January 2010.

Luc Legros – Chief Financial Officer

Luc Legros holds a Bachelor of Commerce degree from Concordia
University, a graduate diploma in public accounting from McGill
University and has over 27 years’ experience in accounting and finance.
He has been a Chartered Accountant since 1988 and is a member of the
Order of Chartered Professional Accountants of Qu bec. From August 1985
to October 1992, he worked as an associate at PricewaterhouseCoopers, a multinational public accounting firm. During that time, he acquired
extensive experience in many industries, namely the real estate
industry. He subsequently held several senior finance positions with
real estate companies such as Ivanhoe Cambridge, from September 1994 to
June 1998, Nexacor Realty Management, from June 1998 to March 1999,
Champlain Residences, from April 2002 to October 2002, Kevric Real
Estate Corporation, from July 2005 to August 2007 and 9211-9882 Quebec
Inc., from December 2009 to May 2010. He also held various positions
with publicly traded companies such as Molson-Coors Inc. (during its
merger), from September 2004 to July 2005, and Benvest Capital Inc.,
from March 1999 to April 2002. Since October 2007, he has worked on a
contractual basis as a consultant for numerous companies such as
Sanimax, from October 2007 to July 2008, FPInnovations-Forintek, from
September 2008 to October 2009, Brault & Bouthillier, from May 2010 to
March 2011 and again from September 2011 to June 2012, and Mercer, from
April 2011 to September 2011. Since July 2012, he has been working at
Soci t Immobilière MaestriTerra as Chief Financial Officer.

Capital Nobel Inc.

The principal business of the Corporation is the identification and
evaluation of assets or businesses with a view to completing a
Qualifying Transaction. The Corporation has not commenced commercial
operations and has no assets other than cash.

This press release contains forward-looking statements. Often, but not
always, forward-looking statements can be identified by the use of
words such as “plans”, “expects” or “does not expect”, “is expected”,
“estimates”, “intends”, “anticipates” or “does not anticipate”, or
“believes”, or variations of such words and phrases or state that
certain actions, events or results “may”, “could”, “would”, “might” or
“will” be taken, occur or be achieved. Forward-looking statements
involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the
Corporation to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. Examples of such statements include the intention to
complete the proposed transaction and the intention to reorganize the
Corporation into a real estate investment trust. Accordingly, readers
should not place undue reliance on forward looking statements. The
factors identified above are not intended to represent a complete list
of the factors that could affect the Corporation.

Completion of the proposed transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance and majority
of the minority shareholder approval. The proposed transaction cannot
close until the required shareholder approval is obtained. There can be
no assurance that the transaction will be completed as proposed or at
all. Investors are cautioned that, except as disclosed in the
management information circular to be prepared in connection with the
proposed transaction, any information released or received with respect
to such transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company should
be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of
this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is
defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this
release.

SOURCE Capital Nobel Inc.