MONTREAL, Jan. 14, 2013 /CNW/ – (TSXV: NEL.UN) Nobel Real Estate
Investment Trust (“Nobel REIT”) is pleased to announce that it has
filed an amended and restated preliminary prospectus with the
securities regulatory authorities in the provinces of Qu bec, Ontario,
Alberta and British-Columbia in connection with the syndication of its
previously announced proposed public offering of 22,400,000 trust units
of Nobel REIT (“Units”) at a price of $0.25 per Unit for gross proceeds
to Nobel REIT of approximately $5,600,000 (the “Offering”).

The syndicate of agents is being led by Desjardins Capital Markets and
will include National Bank Financial Inc. and Scotia Capital Inc.
(collectively the “Agents”). A copy of the amended and restated
preliminary prospectus will be available on SEDAR at www.sedar.com.The Offering is expected to close on or about February 7, 2013 and is
subject to regulatory approval. As described in the preliminary
prospectus, a large portion of the net proceeds of the Offering will be
used by Nobel REIT to acquire two commercial real estate properties
located at 1185-1195 Chemin du Tremblay, Longueuil, Qu bec and 1190
Place Nobel, Boucherville, Qu bec (the “Acquisition”).

In connection with the Offering, Nobel REIT will pay the Agents a cash
commission in an amount equal to 7% of the gross proceeds of the
Offering and a number of broker warrants equal to 5% of the Units sold
pursuant to the Offering will be issued to the Agents. Nobel REIT has
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.

As previously announced, a special meeting of the shareholders of
Capital Nobel Inc. (the “Meeting”), a capital pool company listed on
the TSXV under the symbol NEL.P (the “Corporation”), was held on
January 11, 2013. At the Meeting, all resolutions were passed in
connection with the previously announced proposed plan of arrangement
under the Canada Business Corporations Act (the “Arrangement”) between the Corporation, Nobel REIT and Nobel REIT
Limited Partnership including: (i) the approval of the Arrangement and
the Acquisition; (ii) the approval of a unit option plan for Nobel
REIT; and (iii) the approval of a unitholders’ rights plan for Nobel
REIT.

As previously announced, the Arrangement, the Offering and the
Acquisition will constitute the Corporation’s proposed qualifying
transaction pursuant Policy 2.4 of the TSXV Corporate Finance Manual
(the “Qualifying Transaction”).

The completion of the proposed Qualifying Transaction is conditional
upon, among other things, the completion of the Offering, receipt of
final order of the Superior Court of Qu bec and final TSXV acceptance
of the proposed Qualifying Transaction.

A preliminary prospectus containing important information relating to
the Units has been filed with securities commissions or similar
authorities in certain jurisdictions of Canada. The preliminary
prospectus is still subject to completion or amendment. Copies of the
preliminary prospectus may be obtained from any of the Agents named
above and will be available on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the
securities until a receipt for the final prospectus has been issued.

Nobel Real Estate Investment Trust

Nobel REIT is a recently created unincorporated open-ended real estate
investment trust established under, and governed by, the laws of the
Province of Qu bec. Following closing of the Qualifying Transaction,
the objectives of Nobel REIT will be to: (i) provide unitholders with
stable and growing cash distributions from investments focused on real
estate properties in Canada, primarily in Qu bec, on a tax-efficient
basis; (ii) enhance the value of Nobel REIT’s assets and maximize
long-term Unit value; and (iii) expand the asset base of Nobel REIT and
increase Nobel REIT’s AFFO (adjusted funds from operations) per Unit
through internal growth strategies and accretive acquisitions.

Completion of the Qualifying Transaction is subject to a number of
conditions, including but not limited to TSXV acceptance. There can be
no assurance that the Qualifying Transaction will be completed as
proposed or at all.

The TSXV has in no way passed upon the merits of the proposed Qualifying
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 Nobel Real Estate Investment Trust