Parkit to Sell Winnipeg Industrial Asset Portfolio in Return for an Investment in PROREIT

Rhea-AI Summary

Parkit Enterprise Inc. has agreed to sell a portfolio of six industrial buildings in Winnipeg, Manitoba to PRO REIT Limited Partnership for $96.5 million. The transaction includes:

- 678,177 square feet of gross leasable industrial area

- Approximately $40 million of the proceeds will be in PROREIT units at $6.20 per unit, totaling about 6.45 million units

Following the deal, Parkit will own approximately 9.6% of PROREIT. The agreement includes investor rights such as pre-emptive rights, registration rights, and board nomination rights, with Steven Scott, Parkit's Chairman, joining PROREIT's board. The transaction is expected to close in Q2 2025.

Positive

• Sale price of $96.5 million for the industrial portfolio
• Strategic investment gaining 9.6% ownership in PROREIT
• Board representation through nomination rights
• Additional investor rights including pre-emptive and registration rights

Negative

• Reduction in directly owned industrial assets
• Exposure to PROREIT's performance through significant unit position
• Lock-up provisions may limit liquidity of PROREIT units received

Toronto, Ontario--(Newsfile Corp. - May 13, 2025) - Parkit Enterprise Inc. (TSXV: PKT) ("Parkit" or the "Company") has agreed to sell a portfolio of six industrial buildings and properties located in Winnipeg, Manitoba (the "Properties"), to PRO REIT Limited Partnership ("PROREIT LP") as purchaser, for aggregate proceeds of $96,500,000, subject to customary adjustments (the "Transaction"). Approximately $40 million of the proceeds will be in the form of units of PRO Real Estate Investment Trust ("PROREIT"), totaling an aggregate of approximately 6.45 million units. The purchaser is not a related party to Parkit and the Transaction constitutes an arm's length transaction for the purposes of the TSX Venture Exchange policies. The purchase agreement for the Transaction is dated February 18, 2025, and certain conditions were waived on May 12, 2025.

Sale Price and Proceeds
The sale price for the Transaction is $96,500,000, subject to adjustments. The Properties include six industrial buildings that have a total of 678,177 square feet of gross leasable area. Approximately $40 million of the sale price will be paid by the issuance to Parkit of trust units PROREIT and Class B LP Units ("Class B Units") of PROREIT LP, each of which is exchangeable for a trust unit of PROREIT, both at a price of $6.20 per unit, totaling an aggregate of approximately 6.45 million units. PROREIT (PRV.UN) is an unincorporated open-ended real estate investment trust which owns a portfolio of high-quality commercial real estate properties in Canada, with a strong industrial focus in robust secondary markets. PROREIT trades on the Toronto Stock Exchange (the "TSX"). Following the Transaction, Parkit will hold an approximate 9.6% ownership interest in PROREIT. Depending on the satisfaction of certain closing conditions, closing is expected to occur in Q2 of 2025.

Concurrent with the closing of the Transaction, PROREIT and Parkit will enter into an investor rights agreement providing for, among other things, pre-emptive rights for the purchase by Parkit of Trust Units on a PROREIT offering, registration rights for the sale of the Trust Units (including Class B LP Units exchanged for Trust Units) that Parkit acquires, the right for Parkit to nominate one trustee to PROREIT's board of trustees, and certain lock-up and standstill provisions. The initial Parkit nominee to the PROREIT board of trustees will be Steven Scott, Chairman of Parkit.

Steven Scott, Chairman of Parkit's board, stated: "We are excited to make this significant investment in PROREIT and look forward to working with Gord and his team on future opportunities."

Gordon Lawlor, President and CEO of PROREIT, stated: "We are pleased to strengthen our industrial footprint in Winnipeg and to form a strategic relationship with Parkit, including welcoming Steven Scott to our board of trustees following closing. With aligned interests and complementary expertise, we see meaningful opportunities to pursue further growth together."

Conditions Precedent to the Transaction
The obligations of Parkit and PROREIT to complete the Transaction are subject to the satisfaction of customary closing conditions, including approval of the TSX Venture Exchange and the TSX.

About Parkit Enterprise Inc.
Parkit Enterprise is an industrial real estate platform focused on the acquisition, growth and management of strategically located industrial properties across key urban markets in Canada. In addition, Parkit has parking assets across various markets in the United States of America. Parkit's Common Shares are listed on TSXV (Symbol: PKT).

For more information, please contact Mr. Carey Chow, Mr. Iqbal Khan or Mr. Steven Scott:

Investor Relations
Contact Number: 1-888-627-9881
Email: ir@parkitenterprise.com

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

Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information in relation to: statements regarding the proposed Transaction, including the closing and the timing thereof, the purchase price for the proposed Transaction, including the issuance of the trust units of PROREIT and the LP Units of PROREIT LP, the investor rights agreement, including the proposed terms thereof such as the board nominee, and the satisfaction of conditions in relation to the proposed Transaction; and Parkit's focus on the acquisition, growth and management of strategically located industrial properties across key urban markets in Canada. This forward-looking information reflects Parkit's current beliefs and is based on information currently ‎available to Parkit and on assumptions Parkit believes are reasonable. These assumptions include, but are not limited to: the satisfactory fulfilment of all of the conditions precedent to the proposed ‎Transaction‎; the ‎receipt of all required approvals for the proposed Transaction‎; market acceptance of the proposed Transaction; the level of activity in the industrial real estate business and the economy generally; continued consumer interest in Parkit's services and products; Parkit's continued ability to ‎acquire properties that are in-line with its strategic focus, including prioritizing environmental investments; ‎Parkit's continuing ability to grow its portfolio of investment properties; and Parkit's past results ‎continuing to be an indicator of future results.‎ ‎Forward-looking information is subject to known and unknown risks and uncertainties that may cause the actual results, performance or developments to differ materially from those contained in or implied by such forward-looking information. These risks, uncertainties, and factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions ‎and market prices for securities; delay or failure to receive board of directors, third party or regulatory approvals; the actual ‎results of Parkit's future operations; competition; changes in legislation, including environmental ‎legislation, affecting Parkit; the timing and availability of external financing on acceptable terms; ‎conclusions of economic evaluations and appraisals; lack of qualified, skilled labour or loss of key individuals; and the impact that the imposition of trade tariffs, particularly from the United States, may have on the global economy, and the economy in Canada in particular. A description of ‎additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Parkit's disclosure documents on the SEDAR+ website at www.sedarplus.ca. ‎Although Parkit has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of risks, uncertainties and factors is not exhaustive. Accordingly, readers should not place undue reliance on forward-looking information. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of Parkit as of the date of this news release and, accordingly, is subject to change after such date. However, Parkit expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/251849

FAQ

What is the value of Parkit's (PKTEF) sale of Winnipeg industrial portfolio to PROREIT?

Parkit is selling its Winnipeg industrial portfolio to PROREIT for $96.5 million, with $40 million paid in PROREIT units at $6.20 per unit.

How many PROREIT units will Parkit receive in the transaction?

Parkit will receive approximately 6.45 million units of PROREIT, representing about 9.6% ownership in the REIT.

What are the key investor rights Parkit will receive in the PROREIT deal?

Parkit will receive pre-emptive rights for unit purchases, registration rights for unit sales, and the right to nominate one trustee to PROREIT's board.

When is the Parkit-PROREIT transaction expected to close?

The transaction is expected to close in Q2 2025, subject to customary closing conditions including TSX Venture Exchange and TSX approval.

What is the size of the industrial portfolio Parkit is selling to PROREIT?

The portfolio consists of six industrial buildings with a total of 678,177 square feet of gross leasable area in Winnipeg, Manitoba.