TG Residential To Acquire Residential Property In Manitoba As Qualifying Transaction

VANCOUVER, Feb. 4, 2013 /PRNewswire/ - TG Residential Value Property Ltd. (TSXV: TG.P) (the " Company"), a Vancouver-based Capital Pool Company listed on the TSX Venture Exchange (the " Exchange"), is pleased to announce that it has entered into a purchase and sale agreement to acquire a residential and commercial real estate property located in Winnipeg, Manitoba (the " Property") from Taurean Latitude 1 Multifamily LP (the " Vendor").

The purchase of the Property, if completed, will constitute the Company's " Qualifying Transaction" under the policies of the Exchange. The acquisition (the " Acquisition") of the Property as the Company's Qualifying Transaction is subject to approval of the Exchange (the " Exchange Approval"), which approval is evidenced by the publication of the Exchange bulletin (the " Exchange Bulletin") announcing such approval. The purchase of the Property is an arm's length transaction and, in accordance with Exchange policies, will not be subject to shareholder approval.

Acquisition of Property

Under the agreed upon terms of the Acquisition, the Company will purchase the Property from the Vendor.

The Company has paid a non-refundable deposit of $25,000 and a refundable deposit of $125,000 to the Vendor.

The purchase price to be paid to the Vendor for the Property shall be as follows:

1. the $150,000 in deposits already advanced to the Vendor;
2. $2,773,000 in cash, subject to customary adjustments at closing;
3. new mortgage financing in the amount of $10,500,000 on the Property;
4. a second mortgage back to the Vendor in the amount of $1,500,000 with a term of one year bearing an annual interest rate of 8%;
5. 2,750,000 units of the Company comprising 2,750,000 common shares of the Company and 2,750,000 warrants of the Company, each warrant grants the holder the right to purchase one common share of the Company at a price of $0.30 per share for a period of 36 months after closing of the Acquisition, which warrants will be subject to the provisions of the Acceleration Right set out below;

for a total consideration of $15,473,000.

The purchase price for Property is based on the appraised value of the Property in a current independent appraisal.

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