AIP Realty Trust Announces Units for Debt Issuance

VANCOUVER, British Columbia, April 23, 2024 (GLOBE NEWSWIRE) -- 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.