• Shareholders to receive US$0.101 in cash per Share, representing a premium of approximately 68% over the last closing price on September 29, 2026 and approximately 30% over the 20-day volume-weighted average trading price
• Invesque's Special Committee unanimously recommends that shareholders vote in favour of the transaction
• Shareholder meeting expected to be held on or before November 20, 2026 with closing expected before the end of 2026

TORONTO, Oct. 1, 2026 /CNW/ -- Invesque Inc. (TSX: IVQ) (TSX: IVQ.U) (the "Company" or "Invesque") is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") with a special purpose entity (the "Purchaser") managed by Magnetar Financial LLC ("Magnetar"). Pursuant to the Arrangement Agreement, the Purchaser will acquire all of the issued and outstanding common shares ("Shares") in the capital of Invesque (other than substantially all the Shares held by funds managed by Magnetar) at a price of US$0.101 per Share (CA $0.143 based on the Bank of Canada daily exchange rate as of September 29, 2026) (the "Consideration"), pursuant to a plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act (British Columbia) (the "Arrangement"). 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 (the "Amalgamation"). 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 TSX.

The Consideration represents a 68% premium on a spot basis, and a 30% premium to the volume-weighted average trading price of the Shares for the 20 trading days ended September 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 (the "Company Meeting") by (a) at least two-thirds of the votes cast on the arrangement resolution (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 ("MI 61-101"), 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 January 31, 2027 (the "Outside Date").

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 (5) 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 Advisors

In August 2026, a special committee of independent directors of Invesque (the "Special Committee") 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 (the "Financial Advisor") as its financial advisor. The Financial Advisor 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 advisor is Borden Ladner Gervais LLP. The Special Committee's financial advisor is Doane Grant Thornton LLP. Magnetar's legal advisor is Stikeman Elliott LLP.

Board Approval and Support Agreements

The Special Committee unanimously recommended that the board of directors of Invesque (the "Board") 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 (the "D&O Support and Voting Agreements") with each director and executive officer of the Company and shareholder support and voting agreements (the "Shareholder Support and Voting Agreements" and, together with the D&O Support and Voting Agreements, the "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% of the issued and outstanding Shares and 48.9% 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 November 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+ (www.sedarplus.ca).

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 December 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. (collectively, the "Magnetar Funds") own and exercise control over an aggregate of 731,433,131 Shares, representing approximately 80.1% 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 at www.sedarplus.ca 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 Street, 25^th Floor, Vancouver, British Columbia V7Y 1B3 and its head office is located at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7. The address of each of the Magnetar Funds is c/o Magnetar Financial LLC 1603 Orrington Avenue, Suite 1300, Evanston, IL 60201 USA.

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, the Arrangement and the completion of the transactions contemplated thereby. Forward-looking information is typically identified by terms such as "anticipate," "believe," "continue," "expect," "expectations," "look," "may," "plan," "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 the Company will be in a position to successfully complete the Arrangement. While these assumptions, opinions, and estimates are considered by the Company to be appropriate and reasonable in the circumstances as of the date of this press release, 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 Company not receiving the necessary approvals that are required to complete the Arrangement and the Company not being in a position to complete the Arrangement prior to the Outside Date, such risks may be dependent on factors that are not entirely within the Company's control. Although management believes that it has a reasonable basis for the expectations reflected in these forward-looking statements, actual results may differ from those suggested by the forward-looking statements for various reasons. These forward-looking statements reflect current expectations of the Company as of the date of this press release and speak only as of the date of this press release.

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 Company 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 this press release are expressly qualified by this cautionary statement.

SOURCE Invesque Inc.