Brookfield Residential to Raise Approximately $250 Million in

Brookfield Residential to Raise Approximately $250 Million in Common
Share Offering and Concurrent Private Placement 
CALGARY, ALBERTA -- (Marketwire) -- 11/13/12 -- Brookfield
Residential Properties Inc. (TSX:BRP)(NYSE:BRP) - 
All dollar references are in U.S. dollars unless noted otherwise. 
Brookfield Residential Properties Inc. ("Brookfield Residential",
"we" or the "Company") today announced that it has commenced an
underwritten public offering of 8,000,000 of its common shares (the
"Offering"). The Company also plans to place 8,000,000 of its common
shares with Brookfield Asset Management Inc. in a concurrent private
placement, which is conditional upon the closing of the Offering (the
"Concurrent Private Placement"). 
The net proceeds from the Offering, together with the net proceeds of
the Concurrent Private Placement, will be used to repay a portion of
the outstanding debt owed to Brookfield Office Properties Inc. The
remaining net proceeds will be used to fund working capital and
general corporate purposes, including the pay down of a revolving
credit facility with Brookfield Asset Management Inc. 
As part of the Offering, the Company will grant the underwriters a
30-day option to purchase up to an additional 1,200,000 common
shares. Citigroup Global Markets Inc., Credit Suisse Securities (USA)
LLC and Wells Fargo Securities, LLC, will act as book-running
managers for the offering and CIBC World Markets Inc., HSBC
Securities (Canada) Inc., J.P. Morgan Securities LLC, Mitsubishi UFJ
Securities (USA), Inc., RBC Capital Markets LLC, Scotia Capital (USA)
Inc. and TD Securities Inc. will act as co-managers for the offering. 
The Offering will be priced in the context of the market with final
terms of the Offering to be determined at the time of pricing.  
The common shares of Brookfield Residential will be issued pursuant
to a supplement (the "Supplement") to the Company's existing short
form base shelf prospectus dated November 1, 2012 filed with the
securities regulatory authorities in each of the provinces of Canada.
The Supplement will also be filed with the United States Securities
and Exchange Commission (the "SEC") as a supplement to the Company's
registration statement on Form F-10 in accordance with the
Multijurisdictional Disclos
ure System established between Canada and
the United States. 
The Offering is being made concurrently in all provinces of Canada
and in the United States pursuant to the Multijurisdictional
Disclosure System established between Canada and the United States.
The common shares will be offered in the United States and Canada by
the underwriters either directly or through their respective U.S. or
Canadian broker-dealer affiliates or agents, as applicable. 
A copy of the Supplement filed in connection with the offering and
the short form base shelf prospectus, including detailed information
about the Company and its management, as well as financial
statements, can be obtained by contacting Citigroup Global Markets
Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717 or by calling 1-800-831-9146, Credit Suisse
Securities (USA) LLC, Credit Suisse Prospectus Department, One
Madison Avenue, New York, NY 10010 or by calling 1-800-221-1037 or
Wells Fargo Securities, LLC, Attn: Equity Syndicate Dept., 375 Park
Avenue, New York, New York 10152 or by calling 1-800-326-5897 and are
available on the SEC's website 
This release shall not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor shall
there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
Brookfield Residential Properties Inc. is a North American land
developer and homebuilder, active in ten principal markets with over
100,000 lots controlled. We entitle and develop land and build homes
for our own communities, as well as sell lots to third-party
builders. The Company is listed on the New York Stock Exchange and
the Toronto Stock Exchange under the symbol BRP.  
Please note that Brookfield Residential's unaudited quarterly reports
and audited annual report are filed on EDGAR and SEDAR and can also
be found in the investor section of our website (the contents of
which are not incorporated by reference). Hard copies of the
quarterly and annual reports can be obtained free of charge upon
For more information, please visit our website (the contents of which
are not incorporated by reference). 
Note: This news release contains "forward-looking statements" within
the meaning of Canadian securities laws and United States federal
securities laws. Certain statements in this press release that are
not historical facts, including information concerning the Offering
and Concurrent Private Placement, and those statements preceded by,
followed by, or that include the words "believe," "projected,"
"planned," "anticipate," "should," "goals," "expected," "potential,"
"estimate," "targeted," "scheduled" or similar expressions,
constitute "forward-looking statements." Undue reliance should not be
placed on forward-looking statements because they involve known and
unknown risks, uncertainties and other factors, which may cause the
actual results to differ materially from the anticipated future
results expressed or implied by such forward-looking statements. 
Factors that could cause actual results to differ materially from
those set forward in the forward-looking statements include, but are
not limited to: changes in general economic, real estate and other
conditions; changes in interest rates; mortgage rate changes;
availability of suitable undeveloped land at acceptable prices;
adverse legislation or regulation; ability to obtain necessary
permits and approvals for the development of our land; availability
of labour or materials or increases in their costs; ability to
develop and market our master-planned communities successfully; laws
and regulations related to property development and to the
environment that could lead to additional costs and delays;
confidence levels of consumers; ability to raise capital on
favourable terms; our debt and leverage; adverse weather conditions
and natural disasters; relations with the residents of our
communities; risks associated with increased insurance costs or
unavailability of adequate coverage and ability to obtain surety
bonds; competitive conditions in the homebuilding industry, including
product and pricing pressures; ability to retain our executive
officers; relationships with our affiliates; any increase in
unemployment or underemployment; decline of the market value of our
land and housing inventories; significant inflation or deflation;
inability to raise capital on favorable terms or at all; failure in
our financial and commercial controls; changes to foreign currency
exchange rates; difficultly enforcing civil liabilities in the United
States against us and our directors and officers; higher cancellation
rates of existing agreements of sale; major health and safety
incident relating to our business; utility and resource shortages or
rate fluctuations and additional risks and uncertainties referred to
in our filings with the securities regulators in Canada and the
United States, many of which are beyond our control. Except as
required by law, we undertake no obligation to publicly update any
forward-looking statements, whether as a result of new informati
future events or otherwise. However, any further disclosures made on
related subjects in subsequent reports should be consulted. 
Nicole French
Manager, Investor Relations & Communications
(403) 231-8952 
Andrew Willis
SVP, Communications & Media
(416) 369-8236
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