Company Announcements

•   The Special Committee and the Board of Trustees of the REIT unanimously (with conflicted Trustees abstaining) recommend that Unitholders vote FOR the Arrangement Resolution.

•   Trust Unitholders to receive all-cash consideration of $18.00 per Trust Unit, representing a premium of 32% to the last closing price of the Trust Units on the day prior to announcement of the transaction, and a 35% premium over the 20‑day volume weighted average trading price of the Trust Units as at such date.

•   Your vote is important no matter how many Units you hold. Vote today.

•   Unitholders who have questions or need assistance voting their units may contact the REIT's proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1‑877‑452‑7184 (toll free calls in North America), 1-416-304-0211 (collect calls outside North America), by texting "INFO" at 1-877-452-7184 or 1-416-304-0211 or by email at assistance@laurelhill.com.

OTTAWA, ON , Feb. 9, 2026 /CNW/ - Minto Apartment Real Estate Investment Trust (the "REIT") (TSX: MI.UN) is pleased to announce that the REIT has filed and commenced the mailing of its management information circular (the "Circular") and related proxy materials for its special meeting (the "Meeting") of the holders (the "Unitholders") of trust units of the REIT (the "Trust Units") and special voting units of the REIT (the "Special Voting Units" and together with the Trust Units, the "Units"), to be held in a virtual-only meeting format, online at www.virtualshareholdermeeting.com/MI2026, on March 3, 2026 at 3:00 p.m. (Eastern Time). The Circular and related proxy materials are now available under the REIT's issuer profile on SEDAR+ at www.sedarplus.ca as well as on the REIT's website at https://www.mintoapartmentreit.com/special-meeting-of-unitholders-details.

At the Meeting, Unitholders of record at the close of business on January 20, 2026 (the "Record Date") will be asked to consider and vote on a special resolution (the "Arrangement Resolution"), approving a proposed plan of arrangement (the "Arrangement") under Section 182 of the Business Corporations Act (Ontario) and Section 60 of the Trustee Act (Ontario), pursuant to which, among other things, Crestpoint Real Estate (Pine) Limited Partnership ("Crestpoint"), an affiliate of Crestpoint Real Estate Investments Limited Partnership ("Crestpoint Investments") will acquire all of the Trust Units, other than Trust Units held directly or indirectly by Minto Properties Inc. ("Minto") and its affiliates and certain senior officers designated by Minto (the "Retained Interest Holders"), for consideration of $18.00 per Trust Unit (the "Consideration") in an all cash transaction (the "Transaction").

Board Recommendation and Reasons for Board Recommendation

A special committee (the "Special Committee") comprised of the independent Trustees (as defined below) of the board of trustees of the REIT (the "Board") and the Board have both unanimously (with conflicted Trustees abstaining in respect of the Board) determined that the Arrangement and the transactions contemplated by the Arrangement Agreement are fair to Trust Unitholders (other than the Retained Interest Holders) and that the Arrangement and entering into the Arrangement Agreement are in the best interests of the REIT and such Trust Unitholders. Accordingly, and on the unanimous recommendation of the Special Committee, the Board unanimously (with conflicted Trustees abstaining) approved the Arrangement Agreement and the Arrangement and recommends that Unitholders vote FOR the Arrangement Resolution. In reaching their respective conclusions and formulating their recommendations, the Special Committee and the Board reviewed a significant amount of information and considered a number of factors (as discussed more fully in the Circular) relating to the Arrangement and potential alternatives thereto, with the benefit of advice from outside financial and legal advisors, including the following, among others:

• Significant Premium to Market Price . The consideration of $18.00 per Trust Unit in cash represents a premium of 32% to the closing price of the Trust Units as of January 2, 2026, the last trading day prior to the public announcement of the Arrangement, of $13.61 and a premium of 35% over the 20‑day volume weighted average trading price of the Trust Units as at such date.
  
  
• Certainty of Value and Immediate Liquidity . The Consideration to be received by the Trust Unitholders is payable entirely in cash, providing Trust Unitholders with certainty of value and liquidity immediately upon the closing of the Arrangement, in comparison to the risks, uncertainties and longer potential timeline for realizing equivalent value from the REIT's standalone business plan or possible strategic alternatives involving transactions in which all or a portion of the consideration would be payable in equity or would require a series of transactions involving sales of properties to separate acquirors.
  
  
• Extensive Arm's Length Negotiation . The Arrangement Agreement and the Consideration is the result of an extensive arm's length negotiation process between Minto, Crestpoint and the REIT that was undertaken with the oversight and participation of the Special Committee and its financial and legal advisors, which included a price increase by Crestpoint from its initial proposed price of $17.35 per Trust Unit. The Special Committee and the Board, after considering advice from their legal and financial advisors, concluded that $18.00 per Trust Unit would be the highest price that Crestpoint is willing to pay to acquire the REIT.
  
  
• Formal Valuation . The Special Committee engaged Desjardins Securities Inc. ("Desjardins") as its independent valuator and financial advisor and requested that Desjardins prepare a formal valuation of the Trust Units in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Desjardins delivered an oral opinion to the Special Committee that, as at January 5, 2026, and subject to the assumptions, limitations and qualifications set forth in the Desjardins Valuation and Fairness Opinion (as such term is defined in the Circular) (the full text of which is included as an appendix to the Circular) the fair market value of the Trust Units is in the range of $17.00 to $19.00 per Trust Unit.
  
  
• Fairness Opinions . The Special Committee also engaged BMO Nesbitt Burns Inc. ("BMO") as its financial advisor and requested that Desjardins and BMO each prepare a fairness opinion. Each of Desjardins and BMO delivered an oral fairness opinion to the Special Committee to the effect that, as at January 5, 2026, and subject to the assumptions, limitations and qualifications set forth in the Desjardins Valuation and Fairness Opinion and the BMO Fairness Opinion (as such terms are defined in the Circular), respectively (the full text of which are each included as appendices to the Circular), the Consideration to be received by Trust Unitholders (other than the Retained Interest Holders) pursuant to the Arrangement is fair, from a financial point of view, to such Unitholders.
  
  
• Economic and Operating Environment. Current dynamics impacting the Canadian multi-family sector including elevated forecast supply deliveries in the REIT's markets, limited population growth due to government policy changes and tenant affordability challenges, together with broader macroeconomic conditions including potential interest rate changes that are beyond the control of the REIT, have created a more challenging near-term operating environment for the sector. In light of these conditions, the Special Committee and the Board believe that proceeding with the Arrangement is an attractive proposition for Trust Unitholders relative to the status quo and other alternatives reasonably available to the REIT.
  
  
• Capital Markets Conditions . Capital markets conditions have resulted in prolonged limited access to capital, hindering the REIT's ability to achieve its growth objectives.
  
  
• Support for the Arrangement. No person or group would be able to propose a successful superior alternative transaction. This conclusion was based upon, in part, Minto informing the Special Committee that it would not support any alternative transaction to the Arrangement, resulting in there being limited strategic alternatives available to the REIT.

Required Approvals

In order for the Arrangement to become effective, the Arrangement Resolution must be approved at the Meeting by: (i) at least two‑thirds of votes cast by Unitholders; and (ii) a simple majority of votes cast by Trust Unitholders, excluding the Retained Interest Holders and any other Unitholder required to be excluded under MI 61-101.

At the Meeting, each holder of Units of record at the close of business on the Record Date will be entitled to one vote for each Trust Unit or Special Voting Unit held, as applicable, on all matters proposed to come before the Meeting upon which such Unitholder is entitled to vote. The Arrangement is also subject to certain conditions, including the approval of the Ontario Superior Court of Justice (Commercial List) (the "Court").

Voting Support Agreements

In connection with the Transaction, Minto, which currently directly and indirectly holds approximately 42.7% of the voting interest in the REIT, has entered into an irrevocable voting agreement with Crestpoint agreeing to vote its Units (and cause to vote the Units it indirectly controls) 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 ("Trustee") and executive officer of the REIT has entered into a voting agreement agreeing to vote his or her Trust Units in favour of the Arrangement Resolution.

Receipt of Interim Court Order

The REIT is also pleased to announce that, on January 29, 2026, the Court granted an interim order regarding the Arrangement (the "Interim Order"). The Interim Order authorizes the REIT to proceed with various matters relating to the Arrangement, including the holding of the Meeting for Unitholders to consider and vote on the Arrangement. Subject to the receipt of the requisite approval of the Unitholders, the final approval of the Arrangement by the Court and the satisfaction of other customary conditions including, among others: clearance under the Competition Act and the consent of Canada Mortgage and Housing Corporation and certain lenders to the REIT, the Transaction is expected to close in the second half of 2026.

Unitholder Questions and Voting Assistance

Unitholders who have questions about the information contained in the Circular or require assistance with voting their Units may contact Laurel Hill Advisory Group, the REIT's proxy solicitation agent and Unitholder communications advisor:

Laurel Hill Advisory Group
Toll-Free: 1-877-452-7184 (for Unitholders in North America)
International: 1-416-304-0211 (for Unitholders outside North America)
Text Message: Text "Info", to 1-416-304-0211 or 1-877-452-7184.
By Email: assistance@laurelhill.com

About Minto Apartment Real Estate Investment Trust
Minto Apartment Real Estate Investment Trust 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 multi-residential properties located in urban markets in Canada. The REIT owns a portfolio of high-quality income-producing multi-residential rental properties located in Toronto, Montreal, Ottawa, Calgary and Vancouver. For more information on Minto Apartment Real Estate Investment Trust, please visit the REIT's website at: www.mintoapartmentreit.com.

About Crestpoint Investments
Crestpoint Real Estate Investments Limited Partnership is an affiliate of Connor, Clark & Lunn Financial Group Ltd. ("CC&L"), a multi-boutique asset management firm whose affiliates collectively manage over $167 billion in assets for individuals, advisors 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 multi-assets.

Crestpoint Investments, established in 2010, focuses on commercial real estate and debt investments. Crestpoint Investments 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 Investment'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.

Forward-Looking Statements

This news release may contain forward-looking statements and forward-looking information (within the meaning of applicable securities laws) relating to the business of the REIT. Forward-looking statements and forward-looking information are often, but not always, identified by the use of words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate", "should" and other similar expressions. These statements are based on the REIT's expectations, estimates, forecasts and projections and include, without limitation, statements with respect to the proposed Transaction, including statements with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the terms and conditions of the Arrangement Agreement, the premium to be received by Trust Unitholders, the expected benefits of the Transaction, the anticipated timing and the various steps to be completed in connection with the Transaction, including receipt of Unitholder, court and regulatory approvals and the required consents contemplated by the Arrangement Agreement, the anticipated timing for closing of the Transaction and the anticipated timing for the Meeting. These forward-looking statements are based on certain expectations and assumptions made by the REIT, including, without limitation, expectations and assumptions concerning receipt of required approvals and the satisfaction of other conditions to the completion of the Transaction, and that the Arrangement Agreement will not be amended or terminated. There can be no assurance that the proposed Transaction will be completed, or that it will be completed on the terms and conditions contemplated in the Arrangement Agreement.

Forward-looking statements and forward-looking information are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual events or results to differ materially from those discussed in the forward-looking statements and forward-looking information, including, but not limited to: the failure to obtain necessary approvals or satisfy (or obtain a waiver of) the conditions to closing the Transaction as contained in the Arrangement Agreement; the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement; material adverse changes in the business or affairs of the REIT; the parties' ability to obtain requisite consents and regulatory approvals; any party's failure to consummate the Transaction when required or on the terms as originally negotiated; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Transaction; risks related to the diversion of management's attention from the REIT's ongoing business operations; competitive factors in the marketplace in which the REIT operates; interest rates; prevailing economic conditions; and other factors, many of which are beyond the control of the REIT. Additional factors and risks which may affect the REIT, its business and the achievement of the forward-looking statements contained herein are described under the heading "Risks Factors" in the Circular and under the heading "Risks and Uncertainties" in the REIT's management's discussion and analysis dated November 4, 2025, as well as in the REIT's other continuous disclosure filings.

There can be no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual outcomes and results may differ materially from those expressed therein. Readers should not place undue reliance on any such forward-looking statements or forward-looking information. The forward-looking statements and forward-looking information contained in this news release are made as of the date of this news release and, except as expressly required by applicable law, the REIT assumes no obligation to publicly update or revise any forward-looking statement or forward-looking information, whether as a result of new information, future events or otherwise.

SOURCE Minto Apartment Real Estate Investment Trust