Invesque Inc. Announces Special Business to be Considered at Annual and Special Meeting

Invesque Inc. Announces Special Business to be Considered at Annual and Special Meeting

TORONTO, May 20, 2025 /CNW/ - Invesque Inc. (the "Corporation" or "Invesque") (TSX: IVQ) (TSX: IVQ.U) today announced that, at its annual and special meeting of shareholders scheduled to be held on June 18, 2025 (the "Meeting"), in addition to the election of its Board of Directors (the "Board") and appointment of KPMG as auditor of the Corporation, shareholders will be asked to consider a special resolution to approve the sale or lease of all or substantially all of the assets of the Corporation in one or more transactions, including by way of asset sales or leases, the sale of equity of one or more subsidiaries, merger, business combination or other similar transactions on such terms and conditions as are approved by the Board of the Corporation from time to time, as more particularly described in the Management Information Circular (the "Circular) that will be mailed to all shareholders on or around May 22, 2025. Although this special resolution, if passed, will permit the Corporation to sell or lease all or substantially all of its assets at the Board's discretion, the Corporation has not entered into any definitive agreement to that effect and will not be required to sell or lease any of its assets.

Shareholders will be also asked to consider a special resolution to approve a reduction in capital in respect of the common shares of the Corporation by an aggregate amount of up to $183,000,000, for the purposes of effecting returns of capital by way of special distributions of cash to the Corporation's shareholders. Returns of capital could allow the Corporation to return on a tax efficient basis to shareholders any remaining proceeds of asset divestitures following the repayment of indebtedness. Although the Board would have, following the passing of such resolution, the authority to make special distributions and a reduction of capital, on one or more occasions, of up to $183,000,000, there are no assurances that there will be any special distributions and, even if there are special distributions, it is highly unlikely that such special distributions will, in the aggregate, total $183,000,000.

Holders of record of the Corporation's common shares as of the close of business on May 7, 2025, will be entitled to receive notice of and to vote at the Meeting. Further details regarding the special business to be considered by shareholders at the Meeting will be made available in the Circular.

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

This press release contains certain forward-looking information and/or statements ("forward-looking statements"), that reflect and are provided for the purpose of presenting information about management's current expectations and plans relating to the future, including, without limitation, statements regarding the proposed items to be considered by shareholders at the Meeting. Forward-looking information is typically identified by terms such as "anticipate," "believe," "continue," "expect," "expectations," "forecast," "may," "plan," "pro forma," "project," "should," "will," and other similar expressions that do not relate solely to historical matters and suggest future outcomes or events. Readers should not place undue reliance on forward-looking statements and are cautioned that forward-looking statements may not be appropriate for other purposes. Forward-looking information is generally based on a number of assumptions, opinions, and estimates, including, but not limited to: that shareholders will approve the special business to be considered at the Meeting; that the Corporation will be in a position to dispose of all or substantially all of its assets in the future; and that the Board will effect returns of capital in the future. While these assumptions, opinions, and estimates are considered by the Corporation to be appropriate and reasonable in the circumstances as of the date of the Update and given the time period for such projections and targets, they are subject to a number of known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to the risk that: the Corporation will not be in a position to sell or lease all or substantially all of its assets as a result of there being no interested parties, as a result of market conditions or otherwise; the conditions to closing in respect of one or more of the sale or lease of certain assets will not be satisfied or waived and that such transactions will not close at all or within the expected timeline; and that the Corporation will not have funds to make special distributions to shareholders or that the Board will determine not to make such special distributions at all or by way of return of capital, as well as the risks described in the Corporation's current annual information form and management's discussion and analysis, available on the Corporation's profile on SEDAR+ at www.sedarplus.ca., which risks may be dependent on market factors and not entirely within the Corporation's control. These forward-looking statements reflect current expectations of the Corporation as of the date of this press release and speak only as of the date of the press 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. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to place undue reliance on any such forward-looking statements, which are given as of the date hereof, and not to use such forward-looking statements for anything other than the intended purpose. Further, except as expressly required by applicable law, the Corporation assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward- looking statements contained in the Update are expressly qualified by this cautionary statement.

SOURCE Invesque Inc.