Company Announcements

• Vote FOR certainty of value and immediate liquidity at a significant premium
• Unitholders to receive cash consideration of $13.55 per unit, representing a 35% premium to InterRent's unaffected closing unit price on the TSX as of March 7, 2025, the last trading day prior to media speculation regarding the REIT, and a 29% premium to InterRent's 90-day VWAP on the TSX as of May 26, 2025
• The Transaction is the result of a comprehensive assessment of alternatives, along with a 40-day go-shop period which involved contacting more than 85 potential counterparties
• The Board unanimously recommends that Unitholders vote in favour of the Transaction ahead of the proxy voting deadline of August 21, 2025
• For questions or help with voting, call Kingsdale Advisors at 1-855-476-7989 (toll-free in North America) or 1-647-577-3634 (text and call enabled outside North America), or email at InterRent@kingsdaleadvisors.com

OTTAWA, ON , Aug. 1, 2025 /CNW/ - InterRent Real Estate Investment Trust ("InterRent" or the "REIT") (TSX: IIP.UN) announced today that it has mailed the management information circular (the "Circular") and related materials for the annual and special meeting (the "Meeting") of its unitholders (the "Unitholders") to approve, among other things, the previously announced plan of arrangement (the "Arrangement"), pursuant to which Carriage Hill Properties Acquisition Corp. (the "Purchaser"), a newly formed entity owned by CLV Group and GIC, will acquire InterRent in an all-cash transaction valued at approximately $4 billion, including the assumption of net debt (the "Transaction").

The REIT's board of trustees (the "Board") unanimously recommends to Unitholders that they vote FOR the special resolution approving the Arrangement at the Meeting (the "Arrangement Resolution").

The Board, after careful consideration and after having received the unanimous recommendation of the special committee of independent trustees of the REIT, advice from financial advisors and outside legal counsel and the verbal fairness opinion of BMO Capital Markets and the formal valuation and fairness opinion of National Bank Financial Markets, unanimously determined (with Mike McGahan abstaining from voting in respect thereof) that it was in the best interests of the REIT to enter into the arrangement agreement (the "Arrangement Agreement") and that the Arrangement and the transactions contemplated by the Arrangement Agreement are fair, from a financial point of view, to the Unitholders (other than the Retained Interest Holders, as defined in the Arrangement Agreement).

The Arrangement offers Unitholders a number of compelling benefits, including:

• Significant Premium to Market Price – The all-cash consideration of $13.55 per unit to be received by Unitholders (other than the Retained Interest Holders in respect of their retained units) represents a premium of 35% to the closing price of the units of $10.03 on the TSX on March 7, 2025, the last trading day prior to media speculation regarding the REIT, and a 29% premium to the REIT's 90-day VWAP on the TSX as of May 26, 2025, the last trading day prior to the announcement of the Arrangement.
• Certainty of Value and Immediate Liquidity – The consideration to be received by Unitholders (other than the Retained Interest Holders in respect of their retained units) is payable entirely in cash and therefore provides Unitholders with certainty of value and immediate liquidity. The all-cash consideration removes the risks associated with the REIT remaining an independent public entity, as well as external factors such as macroeconomic factors and changes in interest rates.
• Compelling Value Relative to Alternatives – The Arrangement is the result of a comprehensive assessment of various alternatives reasonably available to InterRent, including the continued execution of the REIT's strategic plan and the possibility of soliciting other potential buyers of the REIT. The Arrangement Agreement also included a 40-day go-shop period during which the REIT was permitted to actively solicit, facilitate and enter into negotiations with third parties that expressed an interest in acquiring the REIT. As part of the go-shop process, 85 potential counterparties were contacted, and of those, nine executed confidentiality agreements and conducted diligence, which, despite the interest, did not result in any Acquisition Proposals (as defined in the Arrangement Agreement).

A comprehensive discussion of the reasons for the recommendation that Unitholders vote in favour of the Arrangement is included in the Circular.

The Transaction

Pursuant to the Arrangement Agreement, the Purchaser will acquire all of the units of the REIT (other than the units of Retained Interest Holders) for $13.55 per unit in cash by way of a statutory plan of arrangement under the provisions of the Business Corporations Act (Ontario). The total equity value of the Transaction is approximately $2 billion on a fully diluted basis, and the total transaction value is approximately $4 billion, including the assumption of net debt.

The Arrangement was announced on May 27, 2025, and is expected to close in late 2025 or early 2026, subject to the satisfaction of customary conditions, including Unitholder, court and regulatory approvals and approvals from Canada Mortgage and Housing Corporation ("CMHC") and certain of InterRent's lenders.

Receipt of Competition Act Approval and Interim Order

On July 9, 2025, the parties obtained the Competition Act Approval (as defined in the Circular) with respect to the Arrangement. On July 24, 2025, the Ontario Superior Court of Justice (Commercial List) granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement.

The Meeting and Circular

The Meeting is scheduled to be conducted as an in-person annual and special meeting of Unitholders at 11:00 a.m. (EDT) on August 25, 2025, at the offices of Gowling WLG (Canada) LLP, 160 Elgin Street, Suite 2600, Ottawa, Ontario K1P 1C3. Unitholders of record as of the close of business on July 23, 2025, are entitled to receive notice of and vote at the Meeting. Unitholders who dial in to the Meeting through the call details provided in the Circular or who view the Meeting presentation at the link provided in the Circular will not be able to ask questions or vote on the matters put forth at the Meeting.

The Arrangement Resolution will require approval by at least (i) 66⅔% of the votes cast by the Unitholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by the Unitholders, other than the Retained Interest Holders, including the votes attaching to the units held by Mr. McGahan, CLV and their affiliated entities (as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101")) required to be excluded under MI 61-101, present in person or represented by proxy at the Meeting.

The Circular provides important information on the Arrangement and related matters, including voting procedures and instructions for Unitholders unable to attend the Meeting in person, as well as certain income tax considerations relevant to a Unitholder that participates in the Arrangement. Tax matters are complicated, and the income tax consequences of the Arrangement to each Unitholder will depend on their particular circumstances. Unitholders are urged to consult their own tax advisors to determine the particular tax effects to them of the Arrangement and any other consequences to them in connection with the Arrangement under Canadian federal, provincial or local tax laws and under foreign tax laws, having regard to their own particular circumstances. For example, there may be different tax treatment (including in certain instances, Canadian withholding tax) for holders that participate in the Arrangement as compared to the tax treatment to holders that dispose of their units on the TSX, or otherwise, prior to the Arrangement. Certain Unitholders, including holders that are non-residents of Canada, may want to consider disposing of their units on the TSX, with a settlement date that is prior to the closing of the Arrangement, and should consult their own tax and investment advisors regarding this decision.

Unitholders are urged to read the Circular and its schedules carefully and in their entirety. The Circular is available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the REIT's website at https://www.interrentagm2025.com.

Vote Today

Act now. The deadline for Unitholders to vote FOR the Arrangement is 11:00 a.m. (EDT) on Thursday, August 21, 2025.

Questions and Assistance

Unitholders who have questions regarding the Arrangement or require assistance with voting may contact Kingsdale Advisors, the REIT's proxy solicitation agent, using their preferred method of communication:

• Toll-free in North America: 1-855-476-7989
• Texts and calls outside North America: 1-647-577-3634
• Email: InterRent@kingsdaleadvisors.com

About InterRent

InterRent is a growth-oriented real estate investment trust engaged in increasing unitholder value and creating a growing and sustainable distribution through the acquisition and ownership of multi-residential properties.

InterRent's strategy is to expand its portfolio primarily within markets that have exhibited stable market vacancies, sufficient suites available to attain the critical mass necessary to implement an efficient portfolio management structure and offer opportunities for accretive acquisitions.

InterRent's primary objectives are to use the proven industry experience of the trustees, management and operational team to: (i) to grow both funds from operations per unit and net asset value per unit through investments in a diversified portfolio of multi-residential properties; (ii) to provide unitholders with sustainable and growing cash distributions, payable monthly; and (iii) to maintain a conservative payout ratio and balance sheet.

Cautionary Statement and Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements generally include, but are not limited to, statements with respect to management's beliefs, plans, estimates and intentions, and similar statements concerning the Arrangement, the ability to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and the timing thereof, including the parties' ability to satisfy the conditions to the consummation of the Arrangement, the timing of the Meeting, the hearing date of the application for the final order of the court, the receipt of the required unitholder approvals, regulatory approvals, consents and approvals of CMHC and certain existing lenders and court approval and other customary closing conditions, the possibility of any termination of the Arrangement Agreement in accordance with its terms, and the expected benefits to InterRent and its unitholders and other stakeholders of the Arrangement, and other statements that are not historical facts. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of InterRent to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to: the Arrangement and the terms thereof; the place and time of the Meeting; and regulatory, court, unitholder, CMHC and lender approvals; the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, or that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required regulatory, CMHC and certain existing lenders consent, unitholder and court approvals and other conditions to the closing of the Arrangement or for other reasons; the negative impact that the failure to complete the Arrangement for any reason could have on the price of InterRent's securities or on its business; the Purchaser's failure to pay the consideration at closing of the Arrangement; the failure to realize the expected benefits of the Arrangement; the restrictions imposed on InterRent while the Arrangement is pending; the business of InterRent may experience significant disruptions, including loss of clients or employees due to Arrangement-related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk of regulatory changes that may materially impact the business or the operations of InterRent; the risk that legal proceedings may be instituted against InterRent; significant Arrangement costs or unknown liabilities; and risks related to the diversion of management's attention from InterRent's ongoing business operations while the Arrangement is pending; and other risks and uncertainties affecting InterRent. For more information on the risks and uncertainties affecting InterRent, please refer to the "Forward-Looking Statements" section of InterRent's Management's Discussion and Analysis for the year ended December 31, 2024, and Annual Information Form for the financial year ended December 31, 2024 (the "AIF"), the "Cautionary Statement Regarding Forward-Looking Information" section of the Circular, as well as the "Risk Factors" section of the AIF and the Circular.

Although the forward-looking information contained herein is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. InterRent has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, however, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. InterRent does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

SOURCE InterRent Real Estate Investment Trust