Partners Realty Holdings Ltd. (TSX-V: CRH.P) announces completion of Qualifying Transaction

 

TORONTO: Partners Realty Holdings Ltd. (the “Company”), a capital pool company listed on the TSX Venture Exchange (the “Exchange”), is pleased to advise that on February 23, 2007, it has completed the previously announced acquisition (“Acquisition”) of three commercial real estate properties (the “QT Properties”), for an aggregate cash purchase price of $2,065,000 and the concurrent private placement (the “Private Placement”) of 15,000,000 common shares of the Company at a price of $0.20 per common share for gross proceeds of $3,000,000. The Acquisition and Private Placement are intended to serve as the Company's “Qualifying Transaction” pursuant to the policies of the Exchange.

The portion of the Private Placement proceeds not used to fund the Acquisition of the QT Properties or to pay the costs of the Qualifying Transaction will be used to identify further commercial real estate properties and pay deposits thereon, as well as for general working capital purposes.

Insiders of the Company participated in the Private Placement, purchasing an aggregate of 11,725,000 common shares. In particular, C.A. Bancorp Inc. and DCT Investment Corp., the Company’s principal shareholders and control persons purchased 9,500,000 common shares and 1,500,000 common shares, respectively.

The Company has submitted final documentation with respect to the qualifying transaction to the Exchange and, subject to the Exchange’s final approval of the qualifying transaction, expects that the common shares of the Company will commence trading on or about February 28, 2007.

Partners Realty Holdings Inc.: Partners Realty Holdings Ltd. is focused on acquiring a portfolio of retail and mixed-use retail real estate comprised of stable cash flow and value-add properties from both primary and secondary markets throughout Canada, with the principal goal of generating a reliable and growing yield for its investors. The Company owns four commercial real estate properties located in Ontario and Quebec.

More information: Ari Silverberg, President and Chief Operating Officer or Floriana Cipollone, Chief Financial Officer Telephone: (416) 364-5705 Facsimile: (416) 861-8166.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking statements with respect to the Acquisition, the Private Placement, and matters concerning the business, operations, strategy, and financial performance of the Company. These statements generally can be identified by use of forward looking word such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or the negative thereof or similar variations.

The future business, operations and performance of the Company discussed herein could differ materially from those expressed or implied by such statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the transaction contemplated herein is completed. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Company to obtain final Exchange approval of the qualifying transaction. Additional, important factors that could cause actual results to differ material from expectations include, among other things, general economic and market factors, local real estate conditions, including competition, changes in government regulation, dependence on tenants' financial conditions, interest rates, the availability of equity and debt financing, environmental and tax related matters, and reliance on key personnel. The cautionary statements qualify all forward-looking statements attributable to the Company and persons acting on its behalf. Unless otherwise stated, all forward looking statements speak only as of the date of this press release and the Company has no obligation to update such statements except as required by law.

Investors are cautioned that, except as disclosed in the filing statement of the Company prepared in connection with the Company's qualifying transaction, any information released or received with respect to the 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 TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.