HOT.DB.V American Hotel Income Properties REIT LP

American Hotel Income Properties REIT LP (“AHIP”, or the “Company”) (TSX: HOT.UN, TSX: HOT.U, TSX: HOT.DB.V), today announced that the annual meeting of unitholders of AHIP will be held in Vancouver on June 8, 2023 (the “Meeting”) and that AHIP and its general partner, American Hotel Income Properties REIT (GP) Inc. (“AHIP GP”), have entered into a support agreement (the “Support Agreement”) with K2 Principal Fund L.P. (“K2 Fund”) and K2 & Associates Investment Management Inc. (“K2” and together with K2 Fund, the “K2 Group”). The K2 Group is a significant securityholder of AHIP.

The Support Agreement provides for, among other things, the right of the K2 Group to nominate one individual for election to the board of directors of AHIP GP (the “Board”) at the Meeting. For purposes of the Meeting, the K2 Group has identified Josef Vejvoda as its nominee.

Mr. Vejvoda acts as a special advisor to K2. Previously, Mr. Vejvoda was a portfolio manager at K2 from August 2013 and became K2’s Chief Compliance Officer in March 2017 and Chief Executive Officer in October 2018, until stepping back from administrative duties in March 2021 to focus solely on special projects. Mr. Vejvoda has over 25 years of extensive capital markets experience and has held senior management roles at a number of the country’s largest financial institutions including Merrill Lynch Canada, National Bank Financial and TD Securities. Mr. Vejvoda has served on numerous public company boards and has contributed to the realization of significant increases in shareholder value. Mr. Vejvoda graduated from Queen’s University with a bachelor degree in computer science. He has also earned the Chartered Investment Manager designation from the Canadian Securities Institute and is a graduate of the Institute of Corporate Directors having achieved the ICD.D designation.

“We are pleased to have the support of one of our most significant securityholders and look forward to having Josef join our Board following the annual meeting of our unitholders in June,” said Michael Murphy, Chair of the Board. “We believe Josef will bring new insights and a depth of experience that will serve to further strengthen our Board.”

Commenting on his nomination, Mr. Vejvoda stated, “I look forward to working with AHIP’s Board and management team to unlock value for all unitholders.”

The Support Agreement also provides the K2 Group with the right to nominate one individual for election to the Board for the purposes of the 2024 annual meeting of AHIP’s unitholders (the “2024 Meeting”) and sets out customary standstill restrictions and voting covenants which the K2 Group will be bound by until the later of (i) the day immediately after the 2024 Meeting or June 30, 2024 (whichever comes first), and (ii) thirty days after the K2 Group ceases to have a nominee serving on the Board.

ABOUT AMERICAN HOTEL INCOME PROPERTIES RET LP

American Hotel Income Properties REIT LP (TSX: HOT.UN, TSX: HOT.U, TSX: HOT.DB.V), or AHIP, is a limited partnership formed to invest in hotel real estate properties across the United States. AHIP’s premium branded, select-service hotels are located in secondary metropolitan markets that benefit from diverse and typically stable demand. AHIP’s hotels operate under brands affiliated with Marriott, Hilton, IHG and Choice Hotels through license agreements. The Company’s long-term objectives are to build on its proven track record of successful investment, deliver monthly U.S. dollar denominated distributions to unitholders, and generate value through the continued growth of its diversified hotel portfolio. More information is available at www.ahipreit.com.

FORWARD-LOOKING INFORMATION

Certain statements in this news release may constitute “forward-looking information” within the meaning of applicable securities laws. Forward-looking information generally can be identified by words such as “anticipate”, “believe”, “continue”, “expect”, “estimates”, “intend”, “may”, “outlook”, “objective”, “plans”, “should”, “will” and similar expressions suggesting future outcomes or events. Forward-looking information includes, but is not limited to, statements made or implied relating to the objectives of AHIP, AHIP’s strategies to achieve those objectives and AHIP’s beliefs, plans, estimates, projections and intentions and similar statements concerning anticipated future events, results, circumstances, performance, or expectations that are not historical facts. Forward-looking information in this news release includes, but is not limited to, statements with respect to: the expected timing of the Meeting; the election of the K2 nominee to the Board; and AHIP’s stated long-term objectives.

Although the forward-looking information contained in this news release is based on what AHIP’s management believes to be reasonable assumptions, AHIP cannot assure investors that actual results will be consistent with such information. Forward-looking information is based on a number of key expectations and assumptions made by AHIP, including, without limitation: the Meeting will be held in accordance with the currently contemplated timing; the nominees for election at the Meeting will be elected to the Board; there will be no third-party nominees put forward for election to the Board at the Meeting or the 2024 Meeting; the parties will comply with their obligations under the Support Agreement; and AHIP will achieve its long-term objectives.

Forward-looking information involves significant risks and uncertainties and should not be read as a guarantee of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking information, accordingly undue reliance should not be placed on such forward-looking information. Those risks and uncertainties include, among other things, risks related to: the Meeting may not be held in accordance with the currently contemplated timing; management and K2 nominees may not be elected to the Board at the Meeting or the 2024 Meeting; there may be third-party nominees put forward for election at the Meeting and the 2024 Meeting who may be elected to the Board; and AHIP may not achieve its long-term objectives. Management believes that the expectations reflected in the forward-looking information are based upon reasonable assumptions and information currently available; however, management can give no assurance that actual results will be consistent with the forward-looking information contained herein. Additional information about risks and uncertainties is contained in AHIP’s management’s discussion and analysis for the year ended December 31, 2022, and AHIP’s annual information form for the year ended December 31, 2022, copies of which are available on SEDAR at www.sedar.com.

The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflect management's current beliefs and is based on information currently available to AHIP. The forward-looking information is made as of the date of this news release and AHIP assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.

For additional information, please contact:

Travis BeattyChief Financial Officerir@ahipreit.com