NorthWest Value Partners Inc. announces update to early warning filings



    TORONTO, June 24 /CNW/ - NorthWest Value Partners Inc. ("NWVP") announces
an update to its early warning filings regarding InterRent Real Estate
Investment Trust (the "REIT"), and advises that it has entered into an
agreement (the "Agreement") with a fund managed by Phillips, Hager & North
Investment Management Ltd. ("PH&N") which provides that, if the REIT's
unitholders rights plan dated as of February 23, 2009 ceases to have effect
and no further rights plans exist, a put/call arrangement with respect to the
3,003,000 units (the "Subject Units") in the capital of the REIT held by PH&N
will come into effect. The put/call arrangements would provide NWVP with the
right to purchase from PH&N, and would provide PH&N with the right to sell to
NWVP, the Subject Units. Additionally, pursuant to the terms of the Agreement,
PH&N irrevocably agreed to appoint a person designated by NWVP as its
proxyholder for the Subject Units at the 2009 annual and special meeting of
unitholders of the REIT held after the date of the Agreement. The Subject
Units represent approximately 16.42% of the 18,288,321 issued and outstanding
units of the REIT.
    In the event the put/call arrangements contemplated under the Agreement
are exercised, NWVP would own or control 6,498,194 units of the REIT,
representing approximately 35.53% of the issued and outstanding units of the
REIT (as of the date hereof). Prior to this Agreement, NWVP exercised control
or direction over an aggregate of 3,495,194 units of the REIT representing
approximately 19.11% of the REIT's issued and outstanding units.
    NWVP's conditional right to acquire the Subject Units would be at a price
of $1.67 per Subject Unit, subject to customary adjustments, representing
total consideration of $5,015,010. PH&N would have the right to sell the
Subject Units to NWVP at the same price, subject to customary adjustments. As
of the date hereof, no consideration has been paid.
    NWVP entered into the Agreement in order to potentially acquire the
Subject Units from PH&N for investment purposes.
    Under the put/call arrangements contemplated by the Agreement, PH&N shall
have the right and option, at any time after the date that is sixty-one (61)
days after the unitholder rights plan of the REIT dated February 23, 2009 is
of no further force and effect (the "Plan Termination Date") and ending on the
later of November 30, 2009 and the date that is sixty-six (66) days after the
Plan Termination Date, to cause PH&N to sell the Subject Units to NWVP at a
price of $1.67 per Subject Unit, subject to customary adjustments. NWVP shall
have the right and option, at any time on or after the date that is sixty-six
(66) days after the Plan Termination Date and ending on the later of November
30, 2009 and the date that is seventy-one (71) days after the Plan Termination
Date, to purchase the Subject Units from PH&N at a price of $1.67 per Subject
Unit, subject to customary adjustments. NWVP agreed to provide PH&N with price
protection, such that if, within twelve months of the exercise of the put
option or the call option described above, NWVP or its associates or
affiliates or any other party acting jointly or in concert with NWVP acquires
or agrees to acquire more than 50% of the issued and outstanding units of the
REIT at a price greater than $1.67 per unit, NWVP will pay the difference per
unit to PH&N. In any event, the put right and the call right expire on
December 31, 2009. Notwithstanding the foregoing, NWVP shall not be required
to pay an aggregate price for the Subject Units that exceeds the maximum price
that may be paid pursuant to any applicable takeover bid exemption that NWVP
relies upon.
    In the future, NWVP and its affiliates, on an individual or joint basis,
may increase or decrease their ownership in the securities of the REIT
depending on the business and prospects of the REIT as well as market
conditions, whether in the open market, by privately negotiated agreements or
otherwise. Neither NWVP nor its affiliates have any current intention to make
a formal take-over bid for the units of the REIT.

    NWVP is a private real estate investment firm based in Toronto, Ontario.





For further information:

For further information: or a copy of the early warning report filed in
connection with these arrangements, please contact: NorthWest Value Partners
Inc., 284 King Street East, Suite 100, Toronto, Ontario, M5A 1K4

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NorthWest Value Partners Inc.

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