AIP Realty Trust Closes First Tranche of a Non-Brokered Offering

VANCOUVER, British Columbia, April 19, 2024 (GLOBE NEWSWIRE) -- AIP Realty Trust (the “Trust” or “AIP”) (TSXV: AIP.U) today announces that it has completed the first tranche of a non-brokered private placement (the “Financing”) and has issued 1,100,000 Preferred Units – Series B Convertible (each, a “Preferred Unit”), at a price of US$0.50 per Preferred Unit for aggregate gross proceeds of US$550,000. An aggregate of up to 6,000,000 Preferred Units may be issued under the Financing for aggregate gross proceeds of up to US$3,000,000.

Except as otherwise expressly provided in the Third Amended and Restated Declaration of Trust dated June 17, 2022 (the “Declaration of Trust”), each Preferred Unit shall have the right to receive notice of and to attend any meetings of Trust’s unitholders and to one vote for each Preferred Unit held. Holders of Preferred Units will also have the right to a proportionate share, in preference to the Class A Trust Units of the Trust (each, a “Unit”), of (i) all allocations (including allocations of income of the Trust), (ii) all advances or distributions of cash or other property (including amounts out of the income of the Trust or other amounts) and any other advances or distributions of a similar nature made in accordance with the Declaration of Trust; and (iii) the share of the Preferred Units in the remaining Trust assets on dissolution in accordance with the terms of the Declaration of Trust. Each Preferred Unit shall be convertible into one Unit at no additional cost, on the earlier of: (a) five (5) business days following the holder of such Preferred Units providing notice to the Trust of its intent to convert its Preferred Units; (b) the closing by the Trust of any merger, acquisition, plan of arrangement, restructuring, reverse take-over or other similar transaction involving the Trust; (c) at the option of the trustees of the trust; and (d) April 30, 2027. The terms and conditions of the Preferred Units have been filed on the Trust’s profile at www.sedarplus.com.

Pursuant to the subscription agreements to be entered into between each subscriber and the Trust, each subscriber will be subject to, among other things (i) coattail provisions to be adhered to in the case of a potential transfer of Preferred Units and (ii) a covenant by the Trust to purchase the Preferred Units from the subscriber in the event that the Preferred Units are to convert pursuant to item (C)(4) of the designation, limitations, rights, privileges, restrictions and conditions attaching to the Preferred Units should a subscriber beneficially own, or exercise control or direction over that number of voting securities of the Trust which is greater than 9.9% of the total issued and outstanding voting securities of the Trust.