AIP Realty Trust Issues Units for Debt

VANCOUVER, British Columbia, April 29, 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, that it has completed an issuance of 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”).

Completion of the Unit Issuance remains subject to final approval from the TSX Venture Exchange (the “TSXV”).

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. (“Alltrades”), 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. A majority of the disinterested Unitholders of the Trust have approved the Unit Issuance by way of a majority unitholder consent.

Prior to the closing of the Unit Issuance, there were 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. Following the Unit issuance, there were 4,924,448 Units issued and outstanding and Alltrades owns or controls 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). Alltrades holds no other securities in the Trust.