Mr. Adlai Chester reports

INVESQUE ENTERS INTO GO PRIVATE TRANSACTION WITH CONTROLLING SHAREHOLDER

Invesque Inc. has entered into an arrangement agreement with a special-purpose entity managed by Magnetar Financial LLC. Pursuant to the arrangement agreement, the purchaser will acquire all of the issued and outstanding common shares in the capital of Invesque (other than substantially all the shares held by funds managed by Magnetar) at a price of 10.1 U.S. cents per share (14.3 Canadian cents based on the Bank of Canada daily exchange rate as of Sept. 29, 2026), pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). Upon the completion of the arrangement, the company will become a wholly owned subsidiary of the purchaser.

Under the arrangement, among other things, the shares (other than substantially all the shares held by funds managed by Magnetar) will be acquired by the purchaser for the consideration, following which the purchaser shall amalgamate with Invesque. As a result of the amalgamation, the purchaser and certain funds managed by Magnetar shall become the sole shareholders of Invesque. Upon completion of the arrangement, the company expects to no longer be subject to the reporting requirements of applicable Canadian securities legislation and its shares will be delisted from the Toronto Stock Exchange.

The consideration represents a 68-per-cent premium on a spot basis and a 30-per-cent premium to the volume-weighted average trading price of the shares for the 20 trading days ended Sept. 29, 2026. The arrangement presents an effective liquidity mechanism for minority shareholders at a premium to the recent share price, which could not otherwise be generated given the lack of liquidity and trading volume of the shares at present.

"Management and the board of directors have worked diligently over the last several years to sell assets and return capital to shareholders. This transaction allows the return of capital much sooner than would otherwise occur," commented Adlai Chester, chief executive officer of the company.

The arrangement

The arrangement is structured as a plan of arrangement pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) and will, among other conditions, require the approval of: (i) the Supreme Court of British Columbia; and (ii) the shareholders of the company at a special meeting of shareholders to be held by the company by (a) at least two-thirds of the votes cast on the arrangement resolution by shareholders present in person or represented by proxy at the company meeting, and (b) as required by Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, not less than a simple majority of the votes cast on the arrangement resolution by shareholders present in person or represented by proxy at the company meeting, excluding votes attached to shares held by all funds managed by Magnetar and shares owned or controlled by members of management that are expected to enter into an agreement for the management of Invesque's remaining assets following completion of the arrangement.

In addition to the aforementioned approvals, completion of the arrangement is subject to other customary conditions, including the absence of a material adverse effect (as such term is defined in the arrangement agreement). The arrangement is expected to close on or before the end of 2026 and, unless otherwise agreed to between the company and the purchaser, in any event before Jan. 31, 2027.

The arrangement agreement provides for customary non-solicitation covenants on the part of the company and a right in favour of the purchaser to match any unsolicited superior proposal during a five-business-day matching period. The arrangement agreement also provides that the company shall pay to the purchaser an expense reimbursement for reasonable documented out-of-pocket expenses in certain termination circumstances.

Special committee and advisers

In August, 2026, a special committee of independent directors of Invesque was established to consider and evaluate a potential go-private transaction, the effect of which, among other things, would be that funds managed by Magnetar would become the sole shareholders of Invesque and to review any other alternatives reasonably available to Invesque.

The special committee, in conducting its review of the arrangement, was advised by Doane Grant Thornton LLP as its financial adviser. The financial adviser prepared, under the supervision of the special committee, a formal valuation in accordance with MI 61-101, which established that the consideration is above the estimated fair market value of the shares and provided a fairness opinion to the effect that, based upon and subject to the various assumptions, limitations and qualifications set forth therein, the consideration to be received by the shareholders is fair, from a financial point of view, to such holders (other than the purchaser and its affiliates).

In connection with the arrangement, the company's legal adviser is Borden Ladner Gervais LLP. The special committee's financial adviser is Doane Grant Thornton LLP. Magnetar's legal adviser is Stikeman Elliott LLP.

Board approval and support agreements

The special committee unanimously recommended that the board of directors of Invesque approve the arrangement and its implementation. Having received legal and financial advice and the unanimous recommendation from the special committee, the board unanimously (with interested directors abstaining from voting) approved the arrangement and recommends that shareholders of the company vote in favour of the arrangement resolution.

In connection with the arrangement, the purchaser has entered into support and voting agreements with each director and executive officer (D&O) of the company, and shareholder support and voting agreements with certain shareholders of the company. Pursuant to the support and voting agreements, such directors, executive officers and shareholders have agreed, subject to the terms and conditions of the support and voting agreements, to vote their shares in favour of the arrangement resolution and against any resolution submitted by any person that is inconsistent with the arrangement. The parties to the support and voting agreements collectively beneficially own or exercise control over 89,064,283 shares, representing approximately 9.75 per cent of the issued and outstanding shares and 48.9 per cent of the issued and outstanding shares held by shareholders other than funds managed by Magnetar.

Special meeting of shareholders

Invesque anticipates calling the company meeting to be held on or prior to Nov. 20, 2026, to consider the arrangement resolution. The record date to receive notice of and vote at the company meeting is expected to be set shortly.

The purchaser covenanted in the arrangement agreement that it will cause the shares controlled by funds managed by Magnetar to be voted in favour of the arrangement resolution.

The full details of the arrangement will be set out in a management information circular, which will be mailed to the shareholders of the company and filed with the applicable Canadian securities regulatory authorities in due course. Such documents will also be available under Invesque's profile on SEDAR+.

About Invesque Inc.

Invesque is a North American health care real estate company. Over the past several years, Invesque has been liquidating assets and retiring debt with the goal of returning capital to shareholders. Invesque currently has four senior housing properties and a portfolio of loans receivable. Three of the four assets are currently subject to purchase and sale agreements with targeted closing dates prior to Dec. 31, 2026. These sale transactions remain subject to standard due diligence and closing conditions.

Early warning information

Based on the shares outstanding and held on the date hereof, immediately before and immediately after the entering into of the arrangement agreement, Magnetar, together with Magnetar Andromeda Select Fund LLC, Magnetar Constellation Fund II Ltd., Magnetar Constellation Master Fund V Ltd., Magnetar Constellation Master Fund Ltd., Magnetar Structured Credit Fund LP, Magnetar Constellation Master Fund IV Ltd. and Magnetar SC Fund Ltd., owns and exercises control over an aggregate of 731,433,131 shares, representing approximately 80.1 per cent of the issued and outstanding shares. Upon completion of the arrangement, Magnetar, together with the purchaser and certain of the Magnetar funds, will own and exercise control over all of the outstanding shares. A copy of the early warning report filed by Magnetar in accordance with applicable securities laws will be available on SEDAR+ under Invesque's profile and may be obtained directly from Magnetar upon request by calling 1-847-905-4400. Invesque's registered office is located at 700 W Georgia St. (25th floor), Vancouver, B.C., V7Y 1B3, and its head office is located at 333 Bay Street, Suite 3400, Toronto, Ont., M5H 2S7. The address of each of the Magnetar funds is care of Magnetar Financial LLC, 1603 Orrington Ave., Suite 1300, Evanston, Ill., 60201.

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