An anonymous director reports

INVESQUE INC. ANNOUNCES APPROVAL OF AMENDMENTS TO ITS 8.75% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE SEPTEMBER 30, 2026 AND NOTICE OF PARTIAL REDEMPTION OF THE DEBENTURES

The holders of Invesque Inc.'s 8.75 per cent convertible unsecured subordinated debentures due Sept. 30, 2026, passed an extraordinary resolution approving certain amendments to the debentures at a meeting of debentureholders held today. The amendments to the debentures will result in:

• Changing the date of the partial redemption of the debentures to Oct. 5, 2023, and 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 Oct. 5, 2023;
• Decreasing the conversion price of the debentures from $2.75 (U.S.) to $1.10 (U.S.) per share;
• 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;
• 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.

The amendments were overwhelmingly approved by approximately 90.6 per cent of the principal amount of the debentures voted (either in person at the meeting or by proxy).

It is anticipated that the effective date of the amendments will be Sept. 26, 2023, being the date that Invesque enters into a second supplemental trust indenture with the debenture trustee giving effect to such amendments. The second supplemental trust indenture will be available on Invesque's SEDAR+ profile.

The corporation has delivered a notice of partial redemption to the debentureholders. Such notice of partial redemption provides that the corporation will, on the redemption date, redeem $4,828,000 (U.S.) of the principal amount of the debentures outstanding plus accrued and unpaid interest (at 8.75 per cent) thereon from and including the last interest payment date of Sept. 30, 2023, to, but excluding, the date of the redemption.

The record date for the partial redemption will be Oct. 3, 2023. Debentureholders on the record date will have a portion of their debentures, in denominations of $1,000 (U.S.), redeemed effective Oct. 5, 2023, on a pro rata basis in accordance with the terms of the trust indenture between the corporation and Computershare Trust Company of Canada dated Aug. 24, 2018, as supplemented by the supplemental indenture dated May 23, 2023, and the second supplemental indenture dated Sept. 26, 2023.

On the redemption date, the holder of each redeemed debenture (which for greater certainty are selected on a pro rata basis) will receive a total payment of $1,001.22 (U.S.) per redeemed debenture, comprising a principal repayment of $1,000 (U.S.) and an interest payment of $1.22 (U.S.), for an aggregate redemption payment by the corporation of $4,833,890.16 (U.S.). All interest on the redeemed debentures shall cease from and after the redemption date.

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

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