AIP.U AIP Realty Trust

AIP Realty Trust (the “Trust” or “AIP”) (TSXV: AIP.U) today announces, as part of its preparation to execute its forward plan, has agreed to issue 1,500,000 Class A Trust Units (each, a “Unit”) at a deemed issue price of US$0.50 per Unit in satisfaction of an outstanding debt in the amount of US$750,000 owed to AllTrades Industrial Development LLC (“AID”) pursuant to the terms of the previously announced Master Funding and Forward Purchase Agreement dated September 19, 2022 (the “Agreement”) between AID and AIP Realty Management LLC (a wholly-owned subsidiary of the Trust) (the “Unit Issuance”).

Management of the Trust has determined that it is in the best interests of the Trust to settle the outstanding debt by the issuance of Units in order to preserve the Trust’s cash for ongoing operations. Completion of the Unit Issuance remains subject to approval from the TSX Venture Exchange (the “TSXV”). Each of the Units issued under the Unit Issuance, will be subject to a four month and one day hold period from the date of issuance.

The Unit Issuance may constitute a “related party transaction” as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as three of the trustees and management of the Trust are officers and directors of AllTrades Industrial Properties, Inc., indirect owner of AID. Pursuant to subsections 5.5(e) of and 5.7(1)(c) of MI 61-101, AIP was exempt from obtaining a formal valuation and approval of AIP’s minority shareholders because AIP’s units trade on the TSXV and, pursuant to subsection 5.5(e) of MI 61-101, the Agreements and the Credit Facility were supported by Alpha Carta Ltd., AIP’s controlling unitholder.

According to the policies of the TSXV, the issuance of securities for debt by an issuer to a non-arm’s length party in settlement of debt owed and arising from services provided by such non-arm’s length party who will constitute a “Control Person” (as defined in the policies of the TSXV), requires disinterested securityholder approval. The Trust is seeking the approval of the Unit Issuance of a majority of the disinterested Unitholders of the Trust by way of a majority unitholder consent.

There are currently 3,424,448 Units issued and outstanding, as well as 1,100,000 preferred units – series B convertible of the Trust (the “Preferred Units”), each convertible into one Unit. When the Units pursuant to the Unit Issuance are issued, assuming no further changes to the unit capital of the Trust, there will be 4,924,448 Units issued and outstanding and AID will own or control approximately 30.46% of the outstanding Units, on an undiluted basis (or approximately 24.90% of the outstanding Units assuming the conversion of the Preferred Units). AID holds no other securities in the Trust.

About AIP Realty Trust

AIP Realty Trust is a real estate investment trust with a growing portfolio of AllTrades branded Serviced Industrial Business Suites (“SIBS”) light industrial flex facilities focused on small businesses and the trades and services sectors in the U.S. These properties appeal to a diverse range of small space users, such as contractors, skilled trades, suppliers, repair services, last-mile providers, small businesses and assembly and distribution firms. They typically offer attractive fundamentals including low tenant turnover, stable cash flow and low capex intensity, as well as significant growth opportunities. With an initial focus on the Dallas-Fort Worth market, AIP plans to roll out this innovative property offering nationally. AIP holds the exclusive rights to finance the development of and to purchase all the completed and leased properties built across North America by its development and property management partner, AllTrades Industrial Properties, Inc. For more information, please visit www.aiprealtytrust.com.

For further information from the Trust, contact:Leslie WulfExecutive Chairman214-679-5263les.wulf@aiprealtytrust.com

Or

Greg VorwallerChief Executive Officer778-918-8262Greg.vorwaller@aiprealtytrust.com

Cautionary Statement on Forward-Looking Information

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of AIP Realty Trust with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding, receipt of the TSXV approval in respect of the Unit Issuance, the ability to obtain regulatory and unitholder approvals and other factors. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to proposed financing activity, proposed acquisitions, regulatory or government requirements or approvals, the reliability of third-party information and other factors or information. Such statements represent the Trust’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Trust, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward- looking statements. The Trust does not intend, and do not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release is not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Trust has not registered and will not register the securities under the U.S. Securities Act. The Trust does not intend to engage in a public offering of their securities in the United States.

Source: AIP Realty Trust