HHT Investments Inc. Mails Information Circular Regarding REIT Conversion - Seite 2

The REIT will indirectly through a wholly-owned limited partnership, purchase the Properties from the Vendor for a purchase price of $15,000,000 (the "Purchase Price"), subject to customary adjustments. The Purchase Price will be satisfied by way of new and assumed mortgage financing, cash on hand and the proceeds of a prospectus offering by the REIT in all provinces of Canada, other than Quebec (the "Prospectus Offering"), to be completed in connection with the Proposed Transaction.

The Purchase Price equates to a value of approximately $63.40 per square foot. Net operating income for the first year is expected to be approximately $1.36 million, resulting in a capitalization rate of approximately 9.06%. The Properties, which are well located with prominent locations in established business parks, are comprised of over 236,000 square feet of gross leaseable area in modern and well maintained facilities that have excellent shipping and ceiling heights. In addition, the Properties located at 1070 St. George Blvd. and 1180 St. George Blvd. permit future expansion by up to 115,000 square feet. The Vendor has agreed to provide a rental guarantee in respect of one lease and to lease back approximately 13,000 square feet of space at market rates for up to three years. Including the head lease, the Properties are 97% leased.

Prospectus Offering

The REIT has filed a preliminary prospectus with the securities commissions in each of the Provinces of Canada, other than Quebec in respect of the Prospectus Offering. The Prospectus Offering will be for a total of 8,823,530 Units at an offering price of $0.17 per Unit for gross proceeds of $1,500,000 and 3,500 convertible debentures (the "Convertible Debentures") at $1,000 principal amount per Convertible Debenture for gross proceeds of $3,500,000, for total gross proceeds of $5,000,000 in the aggregate.

Each Convertible Debenture in the principal amount of $1,000 is an unsecured subordinated debenture of the REIT, bearing interest at 7% per annum, payable semi-annually in arrears, maturing on January 31, 2019, convertible by the holder thereof into 4,000 Units, representing a conversion price of $0.25 per Unit, pursuant to a trust indenture to be entered into between the REIT and Equity Financial Trust Company and more particularly described in the prospectus filed in connection with the Prospectus Offering.