AIP Realty Trust Announces Amendment to AllTrades Purchase Agreement

Executive Summary

• AIP Realty Trust (TSXV: AIP.U) and its subsidiary AIP OP, LP entered into an Amending Agreement to modify the Securities Purchase Agreement for the acquisition of AllTrades Industrial Properties, LLC (“AllTrades”).
• The purchase price is up to US$78.7 million, now structured with a reduced unit price of US$0.50 per OP Unit and a mix of cash, OP Units at closing, and deferred OP Unit issuances tied to “Building Starts” over the next four years.
• The transaction is expected to be treated as a Reverse Takeover on the TSX‑Venture Exchange and will require unitholder approval (≥ 66% of disinterested votes) and TSXV consent.

Key Details

• Amending Agreement Highlights
• OP Units price amended to US$0.50 per unit (down from prior assumed price linked to a concurrent offering).
• Purchase Price: Up to US$78,700,000.
• Closing‑date cash consideration: Cash equal to AllTrades’ indebtedness plus transaction expenses (amount to be determined at closing).

• Equity component at closing: 25 % of the aggregate purchase price issued as OP Units at US$0.50 per unit.

• Deferred Consideration

• Remaining 75 % payable in four annual installments on the first‑through fourth anniversaries of closing.
• Installments calculated based on the number of “Building Starts” (each building approval and secured equity financing) occurring between anniversaries, using a factor of ≈ US$892,841 per Building Start.

• Payments expressed in OP Units, valued at the VWAP of Trust Class A units for the 30 trading days preceding each payment date.

• Regulatory & Governance

• Transaction subject to customary closing conditions: TSXV approval, unitholder approval, no material adverse effect, etc.
• Independent trustees reviewed and approved proceeding with the amendment, recusing themselves from related deliberations due to related‑party interests.

• The transaction qualifies as a related‑party transaction under MI 61‑101; exemption from formal valuation relied upon.

• Unitholder Approval Process

• A special meeting of unitholders will be called in the coming months.

• Resolution requires affirmative votes of at least 66 % of disinterested unitholders present (or represented by proxy).

• Future Disclosure

• Comprehensive news release and copy of the Amending Agreement to be filed on the Trust’s SEDAR+ profile.

Notable Quotes

• Leslie Wulf, Executive Chairman: “The amendment aligns our financing structure with market realities while preserving the strategic upside of the AllTrades acquisition.”
• Greg Vorwaller, CEO: “We remain confident that the AllTrades Transaction will enhance AIP’s portfolio and deliver long‑term value to our unitholders.”