An anonymous director reports

INVESQUE INC. ANNOUNCES PROPOSED AMENDMENTS TO THE TERMS OF ITS 8.75% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE SEPTEMBER 30, 2026

Invesque Inc. will seek the approval of holders of its 8.75 per cent convertible unsecured subordinated debentures due Sept. 30, 2026, to amend the terms of the debentures, at a meeting of debentureholders to be held on Sept. 26, 2023.

Under the trust indenture dated Aug. 24, 2018, as amended by a supplemental trust indenture dated May 23, 2023, between the corporation and Computershare Trust Company of Canada in respect of the debentures, the corporation is required to redeem $22-million (U.S.) of the principal amount of debentures outstanding, plus accrued and unpaid interest thereon, on Sept. 30, 2023. As previously announced by the corporation, the corporation is restricted under an amendment entered with its primary credit facility lender from redeeming more than $4,828,000 (U.S.) of the debentures.

The proposed amendments to the debentures, if approved by the debentureholders, will result in:

1. Reducing the amount to be redeemed by the corporation pursuant to the partial redemption from a principal amount of $22-million (U.S.) to a principal amount of $4,828,000 (U.S.), plus accrued and unpaid interest thereon to, but excluding, the date of the redemption, to be payable in cash on Sept. 30, 2023;
2. Decreasing the conversion price of the amended debentures from $2.75 (U.S.) to $1.10 (U.S.) per share;
3. Adding a covenant that the corporation shall not make any cash repayment or redemption of principal on the corporation's outstanding 7.00 per cent convertible unsecured subordinated debentures due Jan. 31, 2025, whether before, on or after the maturity date of the 7 per cent debentures, unless prior to or contemporaneously with the repayment or redemption of 7 per cent debentures, it redeems or repays for cash an equal principal amount of the amended debentures;
4. Adding a covenant that the corporation shall not issue: (i) a new class or series of unsecured convertible debentures unless the maturity date for such debentures is at least 18 months after Sept. 30, 2026; or (ii) senior notes in exchange for, or to finance the cash repayment of, all or a portion of the 7 per cent debentures.

If the debenture amendments are approved by the debentureholders, the effective date of the debenture amendments will be on the date that Invesque enters into a second supplemental trust indenture embodying such amendments.

The board unanimously recommends that the debentureholders vote for the debenture amendments.

Support agreements

Debentureholders holding approximately 33 per cent of the outstanding debentures have either signed voting support agreements or provided written undertakings to vote the debentures beneficially owned or controlled by them for the debenture amendments.

Details about the debenture amendments

The record date for determining the debentureholders entitled to receive notice of and vote at the meeting is Aug. 21, 2023. Further information with respect to the debenture amendments will be outlined in the management information circular of Invesque to be sent to debentureholders in connection with the meeting. For the debenture amendments to be approved, at least 66-2/3rds per cent of the principal amount of the debentures voted (either in person at the meeting or by proxy) must be voted in favour of the debenture amendments. Alternatively, the debenture amendments will be approved without the need for a meeting if the form of proxy or voting instruction form accompanying the circular is executed in writing by holders of not fewer than 66-2/3rds per cent of the principal amount of the debentures who mark the for box prior to the meeting.

Detailed voting instructions will be found in the circular and accompanying proxy form or voting instruction form. The meeting is scheduled to be held on Sept. 26, 2023, at 10 a.m. Eastern Time, at the offices of the corporation at 8701 East 116th St., Suite 260, Fishers, Ind.

Toronto Stock Exchange approval

The debenture amendments are subject to the approval of the Toronto Stock Exchange.

About Invesque Inc.

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 and the licensed operations, and provides management services through Commonwealth Senior Living LLC, a Delaware limited liability company.

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