Mr. Simon Hitzig reports

ACCORD FINANCIAL ANNOUNCES PROPOSED DEBENTURE AMENDMENTS

Accord Financial Corp. will seek the approval of the holders of its 7 per cent convertible unsecured subordinated debentures due Dec. 31, 2023, to amend certain terms of such debentures at a special meeting of the debentureholders to be held at 5300 Commerce Court W., 199 Bay St., Toronto, Ont., M5L 1B9, on Aug. 10, at 10 a.m. (ET).

The proposed amendments, presented as a comprehensive package, consist of the following:

1. Increasing the interest rate on the debentures from 7 per cent to 10 per cent, which increase would be effective as of Jan. 2, 2024, in accordance with the requirements of the Toronto Stock Exchange;
2. Extending the maturity date of the debentures from Dec. 31, 2023, to Jan. 31, 2026;
3. Removing the conversion right of the debentureholders;
4. Removing the company's right to repay the principal amount of the debentures in common shares of the company on the new maturity date or any redemption date; and
5. Providing that the debentures are not redeemable prior to Feb. 1, 2025, except in the event of a change of control, as provided in the company's trust indenture dated Dec. 18, 2018, as supplemented by the first supplemental indenture dated Sept. 13, 2019.

Accord's board of directors unanimously recommends that debentureholders vote in favour of the amendments, noting that the amendments provide the following advantages to debentureholders:

1. Increased interest rate: Increasing the interest rate from 7 per cent to 10 per cent provides an attractive yield to debentureholders;
2. Extension of the maturity date: Extending the maturity date gives debentureholders a longer time period over which to receive the higher interest rate;
3. Removal of share repayment right: Removing the company's right to repay the principal amount in common shares provides more certainty as to the form and value of principal at maturity or any redemption date;
4. Consent fee: Any debentureholder that votes for the amendments will receive a cash consent fee of $20 per $1,000 principal amount of debentures held by that debentureholder as of June 26, 2023, provided that certain other conditions required for the payment of the consent fee are satisfied, including the amendments are validly approved by debentureholders and the TSX.

Accord's board of directors highlights that the increased interest rate, combined with the consent fee, represents a significant enhancement from the current 7 per cent coupon.

"Accord continues to execute our growth plan, delivering much-needed capital to small- and medium-sized companies, while maintaining our financial strength," commented Simon Hitzig, president and chief executive officer. Mr. Hitzig added: "We're pleased to reflect this performance through enhanced terms for our debenture holders." The amendments, in particular the extended maturity date, will provide the company with continuity of financing with which to continue its growth trajectory.

If approved, the amendments will be reflected in a supplemental trust indenture between the company and the debenture trustee, with the expected effective date of Aug. 15, 2023 (provided that the interest rate increase will be effective as of Jan. 2, 2024, in accordance with the requirements of the TSX). Further particulars relating to the amendments will be described in the management information circular of the company relating to the meeting, which will be available under the company's profile on SEDAR and which will be mailed to debentureholders.

The amendments will only be effective if passed by an extraordinary resolution of the holders of at least 66-2/3 per cent of the principal amount of the debentures present in person or by proxy at the meeting and entitled to vote in respect of the amendments. The amendments are also subject to the approval of the TSX.

In the event that the amendments are not approved by debentureholders and the TSX, the debentures will mature on Dec. 31, 2023, and Accord will consider other alternatives to address the maturity of the debentures. The options may include arranging for alternate debt financing to finance the repayment of principal in cash and/or settling the amount owing on maturity, in whole or in part, through the issuance of common shares.

About Accord Financial Corp.

Accord Financial is North America's most dynamic commercial finance company providing fast, versatile financing solutions for companies in transition, including factoring, inventory finance, equipment leasing, trade finance and film/media finance. By leveraging its unique combination of financial strength, deep experience and independent thinking, the company crafts winning financial solutions for small and medium-sized businesses, simply delivered, so its clients can thrive. For 45 years, Accord has helped businesses manage their cash flows and maximize financial opportunities.

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