Mr. Michael Waters reports

MINTO APARTMENT REAL ESTATE INVESTMENT TRUST ANNOUNCES GOING-PRIVATE TRANSACTION WITH CRESTPOINT REAL ESTATE INVESTMENTS LIMITED PARTNERSHIP AND MINTO GROUP

Minto Apartment Real Estate Investment Trust has entered into an arrangement agreement with an affiliate of Crestpoint Real Estate Investments LP and an affiliate of the Minto Group pursuant to which Crestpoint will acquire all of the issued and outstanding trust units of the REIT, other than trust units held directly or indirectly by Minto and certain senior officers (the retained interest holders), for consideration of $18.00 per trust unit in an all-cash transaction. The transaction values the REIT at approximately $2.3-billion, including debt and the trust units controlled by the retained interest holders and the Class B limited partnership units of Minto Apartment LP held by Minto and certain affiliates.

Key highlights:

• Trust unitholders to receive all-cash consideration of $18.00 per trust unit, representing a 32-per-cent premium to the last closing price of the trust units on the Toronto Stock Exchange on Jan. 2, 2026, and a 35-per-cent premium over the 20-day volume-weighted average trading price of the trust units as at such date.
• The REIT's special committee and board (with conflicted trustees abstaining) have unanimously approved the transaction and recommend that trust unitholders vote in favour of the transaction.
• Voting support agreements have been entered into with Minto and each trustee and executive officer of the REIT, representing approximately 44.3 per cent of the total voting interest in the REIT, which includes irrevocable support from Minto representing approximately 42.7 per cent of the total voting interest in the REIT.

The transaction price of $18.00 per trust unit represents a 32-per-cent premium to the closing price of the trust units on the Toronto Stock Exchange (the TSX) on Jan. 2, 2026, the last trading day prior to the announcement of the transaction, and a 35-per-cent premium to the trust units' 20-day volume-weighted average price on the TSX for the period ending Jan. 2, 2026.

After receiving the unanimous recommendation of a committee of independent trustees of the REIT (the special committee) and in consultation with its financial and legal advisers, the board of trustees of the REIT has unanimously (with conflicted trustees abstaining) determined that the transaction is in the best interests of the REIT and the holders of the trust units, that the transaction is fair to trust unitholders (other than the retained interest holders) and is unanimously (with conflicted trustees abstaining) recommending that such trust unitholders vote in favour of the transaction.

"We have great confidence in the high-quality, well-located portfolio we have built, however capital markets constraints have hindered our ability to achieve our long-term growth objectives," said Jonathan Li, president and chief executive officer of the REIT. "This transaction provides trust unitholders with near-term liquidity at a significant premium to the current trading price at a time when the operating environment is challenging and the capital markets remain suboptimal for the Canadian multifamily sector. This is a strong result for all stakeholders."

"We are pleased to deliver significant and near-term value to our trust unitholders through this all-cash transaction. The board believes this is an attractive opportunity for our trust unitholders and that no other person or group would be willing and able to propose a successful superior alternative transaction. Consequently, the board recommends that trust unitholders vote in favour of the transaction," said Allan Kimberley, chair of the special committee.

"We are proud to partner with Minto on this transaction as we strengthen our presence in the multifamily sector through the acquisition of a diversified portfolio of high-quality assets in Canada's largest markets. This partnership represents an exceptional opportunity to work alongside a well-respected real estate developer and operator with over 70 years of experience, and we look forward to building a successful, long-term relationship," said Kevin Leon, president and chief executive officer of Crestpoint.

"This partnership is a decisive, forward-looking move that prepares us to lead in the next phase of market evolution. We are pro-actively structuring our portfolio to capitalize on emerging opportunities, and Crestpoint's proven expertise in strategic real estate partnerships makes them the ideal partner with which to execute this strategy. Minto will continue to manage the portfolio moving forward and this partnership allows us to continue to grow," said Michael Waters, chief executive officer of Minto Group.

Transaction details

The transaction is structured as a statutory plan of arrangement under the Business Corporations Act (Ontario) and the Trustee Act (Ontario). Implementation of the transaction will be subject to, among other things, the following approvals at a special meeting of trust unitholders and holders of the special voting units of the REIT to be held to approve the proposed transaction: (i) the approval of at least two-thirds of votes cast by unitholders; (ii) the approval of a simple majority of votes cast by unitholders, excluding the retained interest holders and any other unitholder required to be excluded under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

The REIT expects to hold the meeting to consider and vote on the transaction in March, 2026. If approved at the meeting, the transaction is expected to close in the second half of 2026, subject to the waiver or satisfaction of conditions customary for transactions of this nature, including, among others: court approval, clearance under the Competition Act and the consent of Canada Mortgage and Housing Corp. and certain lenders to the REIT. The transaction is not subject to a financing condition.

The arrangement agreement provides that a termination fee of $42.1-million will be payable by the REIT to Crestpoint and Minto in limited circumstances such as where the arrangement agreement is terminated as a result of a change in the board's recommendation. The REIT will be paid a reverse termination fee of $47.7-million by either Crestpoint or Crestpoint and Minto in limited circumstances, including if there is a failure to finance closing of the transaction where conditions to close are otherwise met or waived.

In connection with the transaction, Minto, which directly and indirectly holds approximately 42.7 per cent of the voting interest in the REIT, has entered into an irrevocable voting agreement with Crestpoint agreeing to vote its units in favour of the transaction and against any competing acquisition proposals, which agreement restricts the ability to vote for, support or participate in a competing transaction for as long as the arrangement agreement is in force and for a period of six months following the termination of the arrangement agreement in certain circumstances, including as a result of the failure to obtain the required unitholder approval. In addition, each trustee and executive officer of the REIT has entered into voting agreements agreeing to vote their units in favour of the transaction.

The REIT intends to continue paying its regular monthly cash distribution of 4.458 cents per trust unit through to closing of the transaction.

In connection with the completion of the transaction, the trust units are expected to be delisted from the TSX and the REIT will cease to be a reporting issuer in all of the provinces and territories of Canada.

The foregoing summary is qualified in its entirety by the arrangement agreement, a copy of which will be filed on SEDAR+.

Formal valuation and fairness opinions

In connection with its review and consideration of the transaction, the special committee engaged Desjardins Capital Markets as its independent valuator and financial adviser and requested that Desjardins Capital Markets prepare a formal valuation of the trust units in accordance with MI 61-101. Desjardins Capital Markets has delivered an oral opinion to the special committee that, as at Jan. 5, 2026, and subject to the assumptions, limitations and qualifications to be set forth in Desjardins Capital Markets' written valuation, the fair market value of the trust units is in the range of $17.00 to $19.00 per trust unit.

The special committee also engaged BMO Capital Markets as its financial adviser and requested that BMO Capital Markets prepare a fairness opinion. Each of BMO Capital Markets and Desjardins Capital Markets delivered oral fairness opinions to the special committee to the effect that, as at Jan. 5, 2026, and subject to the assumptions, limitations and qualifications to be set forth in their respective written fairness opinions, the consideration to be received by trust unitholders (other than the retained interest holders) pursuant to the transaction is fair, from a financial point of view, to such unitholders.

Additional information regarding the terms of the arrangement agreement, the background to the transaction, the formal valuation and fairness opinions and the rationale for the recommendation by the special committee and the board will be provided in the information circular for the meeting, which will also be filed under the REIT's SEDAR+ profile.

Required early warning disclosure

Further to the requirements of National Instrument 62-104 -- Take-Over Bids and Issuer Bids and National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Minto Partnership B LP will file an amended early warning report in connection with its participation in the transaction.

Minto Partnership B LP and its affiliates have ownership of, or exercise control or direction over, 25,755,029 special voting units and 896,459 trust units, collectively representing 42.7 per cent of the total voting interest in the REIT. Following completion of the transaction, Minto and its affiliates, including Minto Partnership B LP, are expected to own limited partnership interests in the partnership representing an approximate 49.9ì per cent ownership interest. Subject to the terms of the arrangement agreement, the Minto voting agreement and a transaction conduct agreement between Minto and Crestpoint, Minto Partnership B LP may, depending on market and other conditions, increase or decrease its beneficial ownership or control of the Class B units or trust units into which such Class B units are exchangeable whether through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise. A copy of the amended early warning report will be filed with the applicable securities commissions and will be made available under the REIT's SEDAR+ profile. Further information and a copy of the amended early warning report of Minto Partnership B LP may be obtained by contacting: Paul Baron, chief financial officer, Minto Group, 613-782-5765. Minto Partnership B LP is an Ontario limited partnership and an indirect subsidiary of Minto. The head office address of Minto Partnership B LP and the REIT is 200-180 Kent St., Ottawa, Ont., K1P 0B6.

Advisers

Blake, Cassels & Graydon LLP is counsel to the special committee and Goodmans LLP is counsel to the REIT. Desjardins Capital Markets is financial adviser and independent valuator to the special committee and BMO Capital Markets is financial adviser to the special committee.

Torys LLP is counsel to Minto and Crestpoint and TD Securities Inc. is financial adviser to Minto and Crestpoint. McCarthy Tetrault LLP is counsel to Crestpoint.

About Minto Apartment Real Estate Investment Trust

Minto Apartment is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario to own income-producing multiresidential properties located in urban markets in Canada. The REIT owns a portfolio of high-quality income-producing multiresidential rental properties located in Toronto, Montreal, Ottawa, Calgary and Vancouver.

About Crestpoint Real Estate Investments LP

Crestpoint Real Estate Investments is an affiliate of Connor, Clark & Lunn Financial Group Ltd. (CC&L), a multiboutique asset management firm whose affiliates collectively manage over $167-billion in assets for individuals, advisers and institutional investors. Established in 1982, CC&L has over 40 years of experience and has grown to be one of Canada's largest independently owned asset management firms with a presence across North America, Europe and Asia. CC&L's strategies span across equities, fixed income, alternative investments and multiassets.

Crestpoint, established in 2010, focuses on commercial real estate and debt investments. Crestpoint collectively manages over $11-billion on behalf of institutional and high-net-worth clients and is one of the fastest-growing real estate asset managers across Canada. Crestpoint's strategies span core plus real estate, opportunistic real estate, commercial debt, and segregated funds and co-investments.

About Minto Group

The Minto Group is a premier real estate firm in Canada with a fully integrated real estate investment, development and management platform. Founded in 1955, Minto has built more than 100,000 new homes and continues to own and manage residential and commercial rental properties. With over 1,300 employees in Canada and the United States, the company's expertise spans the full spectrum of real estate investment disciplines. Minto has been recognized by Deloitte as one of Canada's Best Managed Companies.

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