Minto Apartment REIT Base Shelf Prospectus

Goodmans LLP acted for Minto Apartment REIT (the “REIT”) (TSX: MI.UN) in connection with its final short form base shelf prospectus (the "Prospectus"). The Prospectus was filed with the securities regulatory authorities in each of the provinces and territories of Canada.

The Prospectus is valid for a 25 month period, during which time the REIT may issue trust units, debt securities and subscription receipts (the "Securities") for an aggregate offering amount of up to $800,000,000. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying shelf prospectus supplement and, subject to applicable regulations, may include private placements, public offerings or strategic investments.