AIP Realty Trust Announces Marketed Offering

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Also Announces Change of Auditors in Connection with Qualifying Transaction

CALGARY, Alberta, June 10, 2022 (GLOBE NEWSWIRE) — AIP Realty Trust (the “Trust” or “AIP Realty”) (TSXV: AIP.U) announces that the Trust has filed, and obtained a receipt for, a preliminary prospectus in connection with a marketed offering of trust units (the “Units”) at a price of US$2.00 per Unit (the “Offering Price”) for aggregate gross proceeds of up to US$25 million (not including the exercise of the Over-Allotment Option (as defined herein)) (the “Offering”).

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The Units will be offered for sale on a “best efforts” agency basis pursuant to an agency agreement (the “Agency Agreement”) to be entered into between the Trust and Laurentian Bank Securities Inc. and Raymond James Ltd. (the “Co-Lead Agents”) and iA Private Wealth Inc. and Canaccord Genuity Corp. (collectively with the Co-Lead Agents, the “Agents”).

The Trust has granted to the Agents an option (the “Over-Allotment Option”) to purchase up to an additional 15% of the Units sold in the Offering on the same terms and conditions as the Offering, exercisable in whole or in part from time to time up to 30 days following the closing of the Offering for the purpose of covering the Agents’ over-allocation position, if any, and for consequent market stabilization purposes. In the event that the full Offering of Units is completed, and the Over-Allotment Option is exercised in its entirety, the aggregate gross proceeds of the offering will be US$28.75 million.

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Pursuant to the terms of the Agency Agreement to be entered into, the Agents will receive a cash commission equal to 6.0% of the gross proceeds of the Offering. In addition, the Agents will be granted non-transferable warrants to purchase that number of Units as is equal to 6.0% of the Units sold in connection with the Offering, including pursuant to any exercise of the Over-Allotment Option, at the Offering Price, exercisable for a period of 24 months from the closing of the Offering.

The Units will be offered by way of a short form prospectus which has been filed in each of the provinces of Canada, except Québec. Closing of the Offering is anticipated to occur in late-June and is subject to receipt of applicable regulatory approvals, including approval of the TSX Venture Exchange (the “Exchange”). The Trust has applied to have the Units issued pursuant to the Offering listed on the Exchange.

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The net proceeds of the Offering will be used to fund the Trust’s growth plans as further defined in the May 24^th press release, general administrative and working capital.

Change of Auditors

The Trust further announces that, in connection with the recent qualifying transaction which closed April 14, 2022, the auditor of the Trust, MNP LLP was selected as the auditor of the Trust moving forward as opposed to Turner, Stone & Company LLP (the “Predecessor Auditor”), who served as auditor to the Trust’s predecessor, AIP Eagle Court, LLC (“AIPEC”).

There were no reservations or modified opinions in any auditor’s reports in connection with the audits by the Predecessor Auditor of AIPEC’s most recently completed financial year or any subsequent period.

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About AIP Realty Trust

AIP Realty Trust is a real estate investment trust with a growing portfolio of 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.

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For further information from the Trust, contact:
Leslie Wulf
Executive Chairman
(214) 679-5263
les.wulf@aiprealtytrust.com

Or

Greg Vorwaller
Chief Executive Officer
(778) 918-8262
Greg.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 the 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 the terms, proposed timing and completion of the Offering, the use of proceeds and the filing of the final prospectus; general and local economic and business conditions; the ability of the Trust to raise equity and other factors or information. When or if used in this press release, the words “anticipate”, “believe”, “estimate”, “expect”, “target”, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements 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.

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

The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Source: AIP Realty Trust