No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This prospectus does not constitute an offer to sell or solicitation of an offer to buy any of these securities in the United States. See ‘‘Plan of Distribution’’. PROSPECTUS Initial Public Offering June 22, 2018 16MAY201800493746 MINTO APARTMENT REAL ESTATE INVESTMENT TRUST $200,013,000 13,794,000 Units This prospectus qualifies the distribution of 13,794,000 units (each, a ‘‘Unit’’) of Minto Apartment Real Estate Investment Trust (the ‘‘REIT’’), a newly-created, unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario at an offering price per Unit (the ‘‘Offering Price’’) of $14.50. See ‘‘Glossary’’ for definitions used in this prospectus. The REIT has been formed to own and operate, through an Ontario limited partnership (the ‘‘Partnership’’), a portfolio of income-producing multi-residential rental properties located in urban markets in Canada. The REIT will initially indirectly acquire a portfolio of 22 multi-residential rental properties, comprising an aggregate of 4,279 suites, located in Toronto, Ottawa, Calgary and Edmonton (collectively, the ‘‘Initial Properties’’). The Initial Properties are currently owned and operated by Minto Properties Inc. (‘‘MPI’’) which is part of the Minto Group of companies (collectively, ‘‘Minto’’), a premier Canadian fully integrated real estate company with 63 years of experience in the industry. See ‘‘The Initial Properties’’ and ‘‘The Acquisition’’. The objectives of the REIT are to: (a) provide Unitholders an opportunity to invest in high quality income-producing multi-residential rental properties strategically located across urban centres in Canada; (b) enhance the value of the REIT’s assets and maximize long-term Unitholder value through value-enhancing capital investment programs and active asset and property management of the REIT’s properties; (c) provide Unitholders with predictable and sustainable cash distributions; and (d) expand the REIT’s asset base across Canadian urban centres through intensification programs and acquisitions. See ‘‘The REIT’’. The REIT initially intends to make monthly cash distributions in the estimated annual amount of $0.41 per Unit, which will provide Unitholders with an approximate annual cash distribution yield of 2.83% and a payout ratio of approximately 65% of forecast AFFO of the REIT for the Forecasted Period. See ‘‘Distribution Policy’’ and ‘‘Non-IFRS Measures’’. On Closing, an entity wholly-owned and controlled by MPI (the ‘‘Retained Interest Holder’’) will hold an aggregate of approximately 22.9 million Class B Units of the Partnership, representing an approximate 62.4% interest in the REIT (approximately 56.8% if the Over-Allotment Option is exercised in full) on a fully diluted basis assuming all Class B Units are exchanged for Units (the ‘‘Retained Interest’’). The Class B Units will be economically equivalent to and exchangeable for Units of the REIT (on a one-for-one basis subject to customary anti-dilution adjustments). In addition, an entity wholly-owned and controlled by MPI will hold all of the outstanding Class C Units of the Partnership in respect of the Retained Debt (as defined below). Minto intends to maintain a significant ownership position in the REIT over the long-term. See ‘‘Retained Interest’’ and ‘‘Plan of Distribution’’. The REIT will, through the Partnership, directly employ an experienced executive and operational team of real estate professionals, comprised of former Minto employees and employees who will be dually employed by the REIT and Minto. Management’s industry experience, its long track- record with the Initial Properties, its established institutional relationships to facilitate future growth and its proven governance and reporting capabilities are expected to provide significant benefit to the REIT enabling the REIT to maximize asset performance and deliver predictable, attractive returns to Unitholders. The REIT will also benefit from cost-efficient access to Minto’s best-in-class real estate platform. The REIT intends to leverage Minto’s fully integrated real estate operating platform with a strong investment track record and extensive relationships in the Canadian multi-residential rental real estate sector. Minto is one of the premier real estate companies in Canada with a fully integrated real estate investment, development and management platform. Since its inception in 1955, Minto has built more than 85,000 new homes, and currently manages over 13,000 residential suites and a commercial portfolio of more than 2.5 million square feet of office and retail space. Minto’s expertise spans the full spectrum of real estate investment disciplines. Minto’s operational excellence has been well recognized by the Canadian real estate industry. See ‘‘The REIT—About Minto’’ and ‘‘Arrangements with Minto’’. Price $14.50 per Unit Price to Underwriters’ Net Proceeds to the the Public(1)(2) Fee REIT(3) Per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14.50 $0.83 $13.67 Total(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $200,013,000 $11,500,748 $188,512,252 Notes: (1) All dollar amounts in this prospectus are stated in Canadian dollars unless otherwise specifically noted. (continued on next page) High quality portfolio of 22 multi-residential rental properties comprising 4,279 suites MintOo_PUrosTpeSctuIsDArtEwo rFk-ERNGO_vN20.iTnd dF 2LAP 2018-06-07 10:01 AM REIT Overview 22 ~98%(1) $1,358(1) properties comprising 4,279 Occupancy Average monthly rent suites EDMONTON Number of Properties: 3 Number of Suites: 251 CALGARY Number of Properties: 1 Number of Suites: 144 OTTAWA Number of Properties: 14 Number of Suites: 3,060 TORONTO Number of Properties: 4 1. As at March 31, 2018; excludes furnished suites Number of Suites: 824 Initial Properties strategically located across four attractive urban centres in Canada Highest in-place rent among public peers REIT will be sponsored by Minto, a premium Canadian real estate company with 60+ years of history Management has long operating track record with REIT portfolio $55 million of capital investment into the portfolio over the past 3 years, ~$29 million in 2017 Minto_IPNroSspeIcDtusEAr twGorkA-ETNGE_Fv20O.inLdd D 3 2018-06-07 10:01 AM REIT Overview Multiple Avenues of Growth Organic: • Gain-to-lease on existing rents • D rive revenue, and create value through in-suite and common area improvements • Intensification External: • Strategic Alliance Agreement with Minto • Right of First Opportunity (ROFO) OTTAWA Number of Properties: 14 • Potential access to Minto Interests Number of Suites: 3,060 > Minto holds a $510 million proportionate interest in $1.7 billion of high quality multi-residential assets, for which it acts as the managing investor > Development pipeline of ~$800 million / ~1,500 suites • Target high quality multi-residential properties in urban centres across Canada • H ighly fragmented Canadian multi-residential sector provides consolidation opportunity • M into has a demonstrated ability to source and execute transactions, with ~$1.9 billion of transactions completed since 2010 Minto_ProspectusArtwork-ENG_v20.indd 4 2018-06-07 10:01 AM (continued from cover) (2) The Offering Price was established by negotiation between the REIT, MPI and the Underwriters. (3) Before deducting expenses of the Offering estimated at $4,700,000 which, together with the Underwriters’ fee, will be paid from the proceeds of the Offering. (4) The REIT has granted to the Underwriters an option, exercisable in whole or in part and at any time up to 30 days after Closing, to purchase up to an additional 2,069,100Units on the same terms as set forth above solely to cover the Underwriters’ over-allocation position, if any, and for consequent market stabilization purposes. If the Over-Allotment Option is exercised in full, the total price to the public, Underwriters’ fee and net proceeds to the REIT will be $230,014,950, $13,225,860 and $216,789,090, respectively. See ‘‘Plan of Distribution’’. This prospectus qualifies the distribution of the Over-Allotment Option and the Units issuable on the exercise thereof. A purchaser who acquires Units forming part of the Underwriters’ over-allocation position acquires those Units under this prospectus, regardless of whether the position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Maximum Size or Number of Underwriters’ Position Securities Available Exercise Period Exercise Price Over-Allotment Option. . . . . . . . . . . . . Option to acquire up to 2,069,100 Units 30 days from Closing $14.50 per Unit Toronto Stock Exchange has conditionally approved the listing of the Units under the symbol ‘‘MI.UN’’. Listing is subject to the REIT fulfilling all of the requirements of the Exchange on or before September6, 2018. There is currently no market through which the Units may be sold and, if a market for the Units does not develop or is not sustained, purchasers may not be able to resell Units purchased under this prospectus. This may affect the pricing of the Units in the secondary market, the transparency and availability of trading prices, the liquidity of the Units and the extent of issuer regulation. See ‘‘Risk Factors’’. Closing of the Offering is expected to occur on July3, 2018 or such other date as the REIT and the Underwriters may agree, but in any event not later than July17, 2018. See ‘‘Plan of Distribution’’. A return on a purchaser’s investment in Units is not comparable to the return on an investment in a fixed income security. The recovery of a purchaser’s initial investment is at risk and the anticipated return on a purchaser’s investment is based on many performance assumptions. Although the REIT intends to make distributions from AFFO to Unitholders, these distributions may be reduced or suspended. The actual amount distributed will depend on numerous factors including the financial performance of the REIT’s properties, debt covenants and other contractual obligations, working capital requirements and future capital requirements, all of which are subject to a number of risks. The market value of the Units may decline if the REIT is unable to meet its AFFO targets in the future, and that decline may be material. See ‘‘Non-IFRS Measures’’. An investment in the Units involves a number of risks and it is important for a purchaser of Units to consider the particular risk factors described in the ‘‘Risk Factors’’ section of this prospectus, which may affect the REIT and its business, the multi- residential rental sector and the Offering, and therefore the stability of distributions that a purchaser of Units receives. The after-tax return from an investment in Units to Unitholders subject to Canadian federal income tax will depend, in part, on the composition for Canadian federal income tax purposes of distributions paid by the REIT, portions of which may be fully or partially taxable or may constitute tax deferred returns of capital (i.e., returns that initially are non-taxable but which reduce the adjusted cost base of the Unitholders’ Units). The REIT estimates that approximately 56% of the monthly cash distributions to be made by the REIT to Unitholders will be tax deferred for Canadian federal income tax purposes in 2018. The composition of distributions for Canadian federal income tax purposes may change over time, thus affecting the after-tax return to Unitholders. Prospective purchasers of Units should consult their own tax advisors with respect to the Canadian income tax considerations applicable in their circumstances. See ‘‘Certain Canadian Federal Income Tax Considerations’’ below. TD Securities Inc. (‘‘TD’’), BMO Nesbitt Burns Inc. (‘‘BMO’’), CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc., National Bank Financial Inc., Canaccord Genuity Corp., Desjardins Securities Inc., Raymond James Ltd. and Industrial Alliance Securities Inc. (collectively, the ‘‘Underwriters’’), as principals, conditionally offer the Units, subject to prior sale, if, as and when issued by the REIT and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under ‘‘Plan of Distribution’’ and subject to the approval of certain legal matters on behalf of the REIT by Goodmans LLP, and on behalf of the Underwriters by Blake, Cassels & Graydon LLP. The Underwriters may engage in market stabilization activities as described under ‘‘Plan of Distribution’’. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Registrations and transfers of Units will be effected electronically through the non-certificated inventory (‘‘NCI’’) system administered by CDS Clearing and Depository Services Inc. (‘‘CDS’’). Beneficial owners of Units will not, except in certain limited circumstances, be entitled to receive physical certificates evidencing their ownership of Units. See ‘‘Plan of Distribution’’ and ‘‘Declaration of Trust—Non-Certificated Inventory System’’. In connection with the Offering, the Underwriters may, subject to applicable law, over-allocate or effect transactions which stabilize or maintain the market price of the Units at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may offer the Units at lower prices than stated above. See ‘‘Plan of Distribution’’. The REIT is not a trust company and is not registered under applicable legislation governing trust companies as it does not carry on or intend to carry on the business of a trust company. The Units are not ‘‘deposits’’ within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured under the provisions of that statute or any other legislation. All of the Underwriters, other than Canaccord Genuity Corp. and National Bank Financial Inc., are affiliates of Canadian chartered banks or financial institutions that have provided mortgage financing and credit lines to MPI or its affiliates in the aggregate principal amount of approximately $873.1 million as at March 31, 2018, of which mortgages in the amount of approximately $137.3 million as at March 31, 2018 are expected to be assumed by the REIT or the Partnership, approximately $115.2 million as at March 31, 2018 are expected to comprise the Retained Debt, and approximately $38.7 million will be repaid pursuant to the Assumed Debt and Retained Debt refinancings. An additional approximately $12.9 million will be incremental financing which will form part of the Assumed Debt. Further, affiliates of TD and BMO have committed to provide the REIT with the Credit Facility at Closing. A Trustee of the REIT is a director of a Canadian chartered bank of which an Underwriter is a subsidiary. Consequently, the REIT may be considered a ‘‘connected issuer’’ of each of such Underwriters under applicable Canadian securities laws. See ‘‘Debt Strategy and Indebtedness’’ and ‘‘Plan of Distribution’’. TABLE OF CONTENTS Page Page MEANING OF CERTAIN REFERENCES . 1 FORECAST NON-IFRS RECONCILIATION . . . . . . . . . . . . . . . . 112 ELIGIBILITY FOR INVESTMENT . . . . . . 1 MANAGEMENT’S DISCUSSION AND MARKET AND INDUSTRY DATA . . . . . . 1 ANALYSIS OF RESULTS OF CERTAIN OTHER INFORMATION . . . . . 2 OPERATIONS . . . . . . . . . . . . . . . . . . . . 114 RELIANCE . . . . . . . . . . . . . . . . . . . . . . . . 2 INVESTMENT GUIDELINES AND NON-IFRS MEASURES. . . . . . . . . . . . . . . 2 OPERATING POLICIES. . . . . . . . . . . . . 132 FORWARD-LOOKING STATEMENTS . . . 3 DECLARATION OF TRUST . . . . . . . . . . . 135 MARKETING MATERIALS . . . . . . . . . . . 5 THE PARTNERSHIP . . . . . . . . . . . . . . . . . 143 PROSPECTUS SUMMARY . . . . . . . . . . . . 6 DISTRIBUTION POLICY . . . . . . . . . . . . . 147 THE OFFERING . . . . . . . . . . . . . . . . . . . . 24 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS . . . . 148 THE REIT. . . . . . . . . . . . . . . . . . . . . . . . . 26 PLAN OF DISTRIBUTION . . . . . . . . . . . . 152 INVESTMENT OPPORTUNITY . . . . . . . . 27 USE OF PROCEEDS. . . . . . . . . . . . . . . . . 155 INVESTMENT HIGHLIGHTS . . . . . . . . . . 27 RISK FACTORS. . . . . . . . . . . . . . . . . . . . . 155 GROWTH STRATEGIES OF THE REIT . . 31 MATERIAL CONTRACTS . . . . . . . . . . . . . 175 MULTI-RESIDENTIAL RENTAL REAL ESTATE CHARACTERISTICS . . . . . . . . 33 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL MULTI-RESIDENTIAL RENTAL SECTOR TRANSACTIONS . . . . . . . . . . . . . . . . . . 176 DYNAMICS . . . . . . . . . . . . . . . . . . . . . . 35 PROMOTER . . . . . . . . . . . . . . . . . . . . . . . 176 KEY RESIDENTIAL TENANCY LEGISLATION . . . . . . . . . . . . . . . . . . . . 44 PRINCIPAL UNITHOLDERS . . . . . . . . . . 176 THE INITIAL PROPERTIES . . . . . . . . . . . 45 PRIOR SALES. . . . . . . . . . . . . . . . . . . . . . 177 DESCRIPTION OF THE INITIAL LEGAL PROCEEDINGS . . . . . . . . . . . . . . 177 PROPERTIES. . . . . . . . . . . . . . . . . . . . . 49 EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . 177 ASSESSMENT AND VALUATION OF AUDITORS, TRANSFER AGENT AND THE INITIAL PROPERTIES . . . . . . . . . 56 REGISTRAR . . . . . . . . . . . . . . . . . . . . . 177 DEBT STRATEGY AND INDEBTEDNESS 58 EXEMPTIONS FROM CERTAIN THE ACQUISITION . . . . . . . . . . . . . . . . . 62 PROVISIONS OF NATIONAL INSTRUMENT 41-101 . . . . . . . . . . . . . . 177 RETAINED INTEREST . . . . . . . . . . . . . . . 64 PURCHASERS’ STATUTORY RIGHTS . . . 178 POST-CLOSING STRUCTURE . . . . . . . . . 69 GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . 179 TRUSTEES AND EXECUTIVE OFFICERS OF THE REIT . . . . . . . . . . . 70 INDEX TO FINANCIAL STATEMENTS . . F-1 ARRANGEMENTS WITH MINTO . . . . . . 83 CHARTER OF THE AUDIT COMMITTEE. . . . . . . . . . . . . . . . . . . . . A-1 EXECUTIVE COMPENSATION . . . . . . . . 88 CERTIFICATE OF THE REIT AND THE INDEBTEDNESS OF TRUSTEES AND PROMOTER . . . . . . . . . . . . . . . . . . . . . C-1 EXECUTIVE OFFICERS . . . . . . . . . . . . 96 CERTIFICATE OF THE CAPITALIZATION OF THE REIT . . . . . . 96 UNDERWRITERS . . . . . . . . . . . . . . . . . C-2 FINANCIAL FORECAST. . . . . . . . . . . . . . 96 MEANING OF CERTAIN REFERENCES In this prospectus, except where otherwise indicated or the context otherwise requires, it is assumed that the Offering has been completed and the transactions described under ‘‘The Acquisition’’ have been completed. References to the ‘‘REIT’’ in this prospectus include its subsidiaries, unless the context otherwise requires. Unless otherwise indicated, all dollar amounts in this prospectus are stated in Canadian dollars and references to dollars or ‘‘$’’ are to Canadian currency. Certain terms used in this prospectus are defined under ‘‘Glossary’’. Unless otherwise indicated, the disclosure in this prospectus assumes that the Over-Allotment Option is not exercised. References to ‘‘management’’ in this prospectus means the persons acting in the capacities of the REIT’s Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer, Chief Investment Officer and Senior Vice President, Operations. Any statements in this prospectus made by or on behalf of management are made in such persons’ capacities as officers of the REIT and not in their personal capacities. ELIGIBILITY FOR INVESTMENT In the opinion of Goodmans LLP, counsel to the REIT, and Blake, Cassels & Graydon LLP, counsel to the Underwriters, based on the current provisions of the Tax Act, and subject to the provisions of any particular plan, provided that the REIT qualifies at all times as a ‘‘mutual fund trust’’ (as defined in the Tax Act) or the Units are listed on a ‘‘designated stock exchange’’ (as defined in the Tax Act, which includes the TSX), the Units will be a qualified investment for trusts governed by a registered retirement savings plan (‘‘RRSP’’), registered education savings plan (‘‘RESP’’), registered retirement income fund (‘‘RRIF’’), deferred profit sharing plan, registered disability savings plan (‘‘RDSP’’) or a tax-free savings account (‘‘TFSA’’) (collectively, ‘‘Exempt Plans’’). Notwithstanding the foregoing, if the Units are a ‘‘prohibited investment’’ (as defined in the Tax Act) for a trust governed by a TFSA, RRSP, RRIF, RESP or RDSP, the holder, annuitant or subscriber thereof will be subject to a penalty tax as set out in the Tax Act. The Units will not be a prohibited investment for a TFSA, RRSP, RRIF, RESP or RDSP provided the holder, annuitant or subscriber of such registered plan deals at arm’s length with the REIT, for purposes of the Tax Act, and does not have a ‘‘significant interest’’ (as defined in the Tax Act) in the REIT. Generally, a holder, annuitant or subscriber will have a significant interest in the REIT if the holder, annuitant or subscriber, either alone or together with persons or partnerships not dealing at arm’s length with the holder, annuitant or subscriber, for the purposes of the Tax Act, holds interests as a beneficiary under the REIT that have a fair market value of 10% or more of the fair market value of the interests of all beneficiaries under the REIT. In addition, the Units will not be a ‘‘prohibited investment’’ if the Units are ‘‘excluded property’’ as defined in the Tax Act for trusts governed by a TFSA, RRSP, RRIF, RESP or RDSP. Prospective purchasers who intend to hold their Units in their TFSAs, RRSPs, RRIFs, RESPs or RDSPs should consult their own tax advisors regarding their particular circumstances. MARKET AND INDUSTRY DATA This prospectus includes market and industry data and forecasts that were obtained from third-party sources, industry publications and publicly available information as well as industry data prepared by management on the basis of its knowledge of the multi-residential rental sector in which the REIT will operate (including management’s estimates and assumptions relating to the sector based on that knowledge). Management’s knowledge of the Canadian multi-residential rental sector has been developed through its experience and participation in the sector. Management believes that its industry data is accurate and that its estimates and assumptions are reasonable, but there can be no assurance as to the accuracy or completeness of this data. Third-party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although management believes it to be reliable, neither the REIT nor the Underwriters have independently verified any of the data from management or third-party sources referred to in this prospectus, or analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained 1 the underlying economic assumptions relied upon by such sources. For the avoidance of doubt, nothing stated in this paragraph operates to relieve the REIT or the Underwriters from liability for any misrepresentation contained in this prospectus under applicable Canadian securities laws. CERTAIN OTHER INFORMATION Graphs and tables demonstrating the historical performance of the Initial Properties contained in this prospectus are intended only to illustrate past performance and are not necessarily indicative of future performance. Numbers contained in graphs and tables in this prospectus are subject to rounding. RELIANCE Prospective investors should rely only on information contained in this prospectus and should not rely on parts of the information contained in this prospectus to the exclusion of others. None of the REIT, MPI, as promoter (the ‘‘Promoter’’), nor the Underwriters has authorized any other person to provide prospective investors with different information. If a prospective investor is provided with different or inconsistent information, the prospective investor should not rely on such information. Neither the REIT nor the Underwriters is making an offer to sell Units in any jurisdiction where such an offer or sale is prohibited. Unless otherwise stated, the information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of Units. The REIT’s business, financial condition, results of operations and prospects may have changed since the date of this prospectus. This prospectus contains summary descriptions of certain material agreements of the REIT. See ‘‘Material Contracts’’. The summary descriptions disclose attributes of such agreements material to an investor in the Units but are not complete and are qualified in their entirety by reference to the terms of the material agreements, which will be filed with the Canadian securities regulatory authorities and made available electronically on SEDAR at www.sedar.com. Investors should read the full text of such material agreements. NON-IFRS MEASURES In this prospectus, the REIT uses certain non-IFRS financial measures, which include funds from operations (‘‘FFO’’), adjusted funds from operations (‘‘AFFO’’), net operating income (‘‘NOI’’) and Same Property NOI to measure, compare and explain the operating results and financial performance of the REIT. These terms are commonly used by entities in the real estate industry as useful metrics for measuring performance. However, they do not have any standardized meaning prescribed by IFRS and are not necessarily comparable to similar measures presented by other publicly traded entities. These measures should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS. See ‘‘Forecast Non-IFRS Reconciliation’’ and ‘‘Management’s Discussion and Analysis of Results of Operations’’ for a reconciliation of FFO, AFFO and NOI to the most directly comparable IFRS measure. In February 2018, the Real Property Association of Canada (‘‘REALpac’’), published a white paper titled ‘‘White Paper on Funds From Operations & Adjusted Funds From Operations for IFRS’’. The purpose of the white paper is to provide reporting issuers and investors with greater guidance on the definition of FFO and AFFO and to help promote more consistent disclosure from reporting issuers. The REIT has reviewed the white paper and has implemented the recommended disclosures in this prospectus, except as noted below. FFO is defined as IFRS consolidated net income adjusted for items such as unrealized changes in the fair value of investment properties, effects of puttable instruments classified as financial liabilities, net changes in fair value of financial instruments and depreciation and amortization. FFO should not be construed as an alternative to net income or cash flows provided by or used in operating activities determined in accordance with IFRS. The REIT’s method of calculating FFO is in accordance with REALpac’s recommendations, but may differ from other issuers’ methods and, accordingly, may not be comparable to FFO reported by other issuers. The REIT regards FFO as a key measure of operating performance. AFFO is defined as FFO adjusted for items such as maintenance capital expenditures and straight-line rental revenue differences. AFFO should not be construed as an alternative to net income or cash flows 2 provided by or used in operating activities determined in accordance with IFRS. The REIT’s method of calculating AFFO is in accordance with REALpac’s recommendations, except that it also adjusts for the amortization of the mark-to-market related to debt, but may differ from other issuers’ methods and, accordingly, may not be comparable to AFFO reported by other issuers. The REIT regards AFFO as a key measure of operating performance. The REIT also uses AFFO in assessing its distribution paying capacity. NOI is defined as revenue from properties less property operating expenses, property taxes and utilities prepared in accordance with IFRS. NOI should not be construed as an alternative to net income determined in accordance with IFRS. The REIT’s method of calculating NOI may differ from other issuers’ methods and, accordingly, may not be comparable to NOI reported by other issuers. The REIT regards NOI as an important measure of the income generated from income-producing properties and is used by the REIT in evaluating the performance of the REIT’s properties. It is also a key input in determining the value of the REIT’s properties. Same Property NOI represents total revenues less property operating expenses, property taxes and utilities after the removal of the impact of acquisitions. Management uses Same Property NOI to evaluate the performance of the portfolio on a comparable basis period over period. See ‘‘Forecast Non-IFRS Reconciliation’’ and ‘‘Management’s Discussion and Analysis of Results of Operations’’ for a reconciliation of FFO, AFFO and NOI to the most directly comparable IFRS measure. FORWARD-LOOKING STATEMENTS This prospectus contains ‘‘forward-looking information’’ as defined under Canadian securities laws (collectively, ‘‘forward-looking statements’’) which reflect management’s expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance and business prospects and opportunities of the REIT. The words ‘‘plans’’, ‘‘expects’’, ‘‘does not expect’’, ‘‘goals’’, ‘‘seek’’, ‘‘strategy’’, ‘‘future’’, ‘‘estimates’’, ‘‘intends’’, ‘‘anticipates’’, ‘‘does not anticipate’’, ‘‘projected’’, ‘‘believes’’ or variations of such words and phrases or statements to the effect that certain actions, events or results ‘‘may’’, ‘‘will’’, ‘‘could’’, ‘‘would’’, ‘‘should’’, ‘‘might’’, ‘‘likely’’, ‘‘occur’’, ‘‘be achieved’’ or ‘‘continue’’ and similar expressions identify forward-looking statements. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Discussions containing forward-looking statements may be found, among other places, under ‘‘Prospectus Summary’’, ‘‘The REIT’’, ‘‘Investment Opportunity’’, ‘‘Growth Strategies of the REIT’’, ‘‘Multi-Residential Rental Real Estate Characteristics’’, ‘‘The Initial Properties’’, ‘‘Debt Strategy and Indebtedness’’, ‘‘The Acquisition’’, ‘‘Trustees and Executive Officers of the REIT’’, ‘‘Executive Compensation’’, ‘‘Financial Forecast’’, ‘‘Management’s Discussion and Analysis of Results of Operations’’, ‘‘Distribution Policy’’, ‘‘Certain Canadian Federal Income Tax Considerations’’, ‘‘Plan of Distribution’’, ‘‘Use of Proceeds’’ and ‘‘Risk Factors’’. Some of the specific forward-looking statements in this prospectus include, but are not limited to, statements with respect to the following: (cid:127) the Offering Price, completion, size, expenses and intended use of net proceeds of the Offering and the timing of Closing; (cid:127) the completion of the transactions as contemplated under ‘‘The Acquisition’’; (cid:127) the closing of the other transactions expected to occur on or following Closing, which are described in this prospectus; (cid:127) the listing of the Units on the TSX; (cid:127) the intention of the REIT to pay and preserve Unitholders’ distributions; (cid:127) the ability of the REIT to execute its growth strategies; (cid:127) the REIT’s competitive position within its industry; (cid:127) the ability of the REIT to execute its debt strategy; 3 (cid:127) expectations regarding laws, rules and regulations applicable to the REIT; (cid:127) expectations regarding future Trustee and executive compensation levels and plans; (cid:127) the forecasted financial results of the REIT for the periods set out in the ‘‘Financial Forecast’’ section of this prospectus; (cid:127) the expected tax treatment of the REIT and of the REIT’s distributions to Unitholders; (cid:127) the REIT’s relationship with Minto; and (cid:127) the expected industry and demographic trends. Such forward-looking statements are qualified in their entirety by the inherent risks, uncertainties and changes in circumstances surrounding future expectations which are difficult to predict and many of which are beyond the control of the REIT, including that the transactions contemplated herein are completed. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by management of the REIT as of the date of this prospectus, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The REIT’s estimates, beliefs and assumptions, which may prove to be incorrect, include the various assumptions set forth herein, including, but not limited to, the REIT’s future growth potential, results of operations, future prospects and opportunities, demographic and industry trends, no change in legislative or regulatory matters, future levels of Indebtedness, the tax laws as currently in effect, the continuing availability of capital and current economic conditions. When relying on forward-looking statements to make decisions, the REIT cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward-looking statements, including, but not limited to: (cid:127) the REIT’s ability to execute its growth strategies; (cid:127) the impact of changing conditions in the Canadian multi-residential rental sector; (cid:127) the marketability and value of the REIT’s portfolio; (cid:127) changes in the attitudes, financial condition and demand of the REIT’s demographic market; (cid:127) fluctuation in interest rates and volatility in financial markets; (cid:127) general economic conditions; (cid:127) developments and changes in applicable laws and regulations; and (cid:127) such other factors discussed under ‘‘Risk Factors’’ and ‘‘Management’s Discussion and Analysis of Results of Operations’’ in this prospectus. If any risks or uncertainties with respect to the above materialize, or if the opinions, estimates or assumptions underlying the forward-looking statements prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking statements. The opinions, estimates or assumptions referred to above and described in greater detail under ‘‘Risk Factors’’ should be considered carefully by readers. Although management has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known or that management believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. Certain statements included in this prospectus may be considered a ‘‘financial outlook’’ for purposes of applicable Canadian securities laws, and as such, the financial outlook may not be appropriate for purposes other than this prospectus. All forward-looking statements are based only on information currently available to the REIT and are made as of the date of this prospectus. Except as expressly required by applicable Canadian securities law, the REIT assumes no obligation to publicly update or revise any forward-looking statement, 4