Invesque Inc. Announces Approval of Amendments to its Convertible Unsecured Subordinated Debentures and Approval of the Exchange of Preferred Shares for Common Shares

TORONTO, Nov. 26, 2024 /CNW/ - Invesque Inc. (the "Corporation" or "Invesque") (TSX: IVQ) and (TSX: IVQ.U) is pleased to announce that holders (the "2025 Debentureholders") of its 7.00% Convertible Unsecured Subordinated Debentures due January 31, 2025 (TSX:IVQ.DB.U) (the "2025 Debentures") and holders (the "2026 Debentureholders") of its 8.75% Convertible Unsecured Subordinated Debentures due September 30, 2026 (TSX:IVQ.DB.V) (the "2026 Debentures" and together with the 2025 Debentures, the "Debentures") passed extraordinary resolutions approving certain amendments to the Debentures (the "Amendments").

The Amendments provide that:

• in exchange for the 2025 Debentures, the 2025 Debentureholders will receive on a date to be determined by the board of directors of the Corporation (the "Board") on or before January 31, 2025, a pro rata interest of (i) an aggregate principal amount of US$9,938,000 in new unsecured subordinated debentures ("Amended Debentures") and (ii) 52,306,874 common shares of the Corporation ("Common Shares"); and
• in exchange for the 2026 Debentures, the 2026 Debentureholders will receive, on a date to be determined by the Board on or before January 31, 2025, a pro rata interest of (i) an aggregate principal amount of US$17,362,000 in Amended Debentures and (ii) 88,210,068 Common Shares (collectively, the "Debenture Exchange").

The Amendments to the 2025 Debentures were overwhelmingly approved by approximately 71.14% of the principal amount of the 2025 Debentures by written consent. At a meeting of the 2026 Debentureholders held today, the Amendments to the 2026 Debentures were overwhelmingly approved by approximately 98.75% of the principal amount of the 2026 Debentures voted (either in person at the meeting or by proxy).

It is anticipated that the effective date of the Amendments will be November 26, 2024, being the date that Invesque enters into a supplemental trust indenture with the debenture trustee for each of the 2025 Debentures and the 2026 Debentures, each giving effect to such Amendments. The supplemental trust indentures will be available on Invesque's SEDAR+ profile at www.sedarplus.ca.

The Corporation is also pleased to announce that holders (the "Shareholders") of Common Shares passed a resolution approving (i) the exchange by certain funds managed by Magnetar Financial LLC of their class A convertible preferred shares of the Corporation for 716,875,000 Common Shares (the "Preferred Share Exchange") and (ii) the issuance of 140,516,942 Common Shares pursuant to the Debenture Exchange (the "Share Issuance").

At the Shareholder meeting held today, the Preferred Share Exchange and the Share Issuance were overwhelmingly approved by approximately 98.78% of the votes cast by disinterested Shareholders (either in person at the meeting or by proxy).

The completion of the Debenture Exchange and the Preferred Share Exchange remain subject to various closing conditions. It is anticipated that the effective date of the Debenture Exchange and the Preferred Share Exchange will be on or about December 30, 2024.

Details of the voting results on all matters considered at the meetings are available in the Corporation's reports of voting results, which are available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

About Invesque

Invesque is a North American health care real estate company with an investment thesis focused on the premise that an aging demographic in North America will continue to utilize health care services in growing proportion to the overall economy. Invesque currently capitalizes on this opportunity by investing in a portfolio of income-generating predominantly private pay seniors housing communities. Invesque's portfolio includes investments primarily in independent living, assisted living, and memory care, which are operated under long-term leases and joint venture arrangements with industry-leading operating partners. Invesque's portfolio also includes investments in owner-occupied seniors housing properties in which Invesque owns the real estate, the licensed operations, and provides management services through Commonwealth Senior Living, LLC, a Delaware limited liability company.

Forward-Looking Information

Certain statements contained in this news release are forward-looking statements and are provided for the purpose of presenting information about management's current expectations and plans relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. These forward-looking statements include statements regarding the anticipated performance of the Corporation in 2024 and beyond. In some cases forward-looking information can be identified by such terms as "will", "would", "anticipate", "anticipated", "expect" and "expected". The forward-looking statements in this news release are based on certain assumptions, including assumptions regarding the Corporation's ability to complete the Debenture Amendments, the Debenture Exchange, the Preferred Share Exchange and that existing trends being observed by the Corporation's seniors housing operating partners will continue. Such statements are subject to significant known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such statements and, accordingly, should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Such risks include the risk that the issuance of Common Shares pursuant to the Preferred Share Exchange and the Debenture Exchange will not be approved by the Toronto Stock Exchange, the closing conditions to the Debenture Exchange and/or the Preferred Share Exchange, as applicable, will not be satisfied or waived, and that existing trends being observed by the Corporation's seniors housing operating partners will not continue, as well as those risks described in the Corporation's current annual information form and management's discussion and analysis, available on SEDAR+ at www.sedarplus.ca, which risks may be dependent on market factors and not entirely within the Corporation's control. Although management believes that it has a reasonable basis for the expectations reflected in these forward-looking statements, actual results may differ from those suggested by the forward-looking statements for various reasons. These forward-looking statements reflect current expectations of the Corporation as at the date of this news release and speak only as at the date of this news release. The Corporation does not undertake any obligation to publicly update or revise any forward-looking statements except as may be required by applicable law.

SOURCE Invesque Inc.