Magnetar Announces Acquisition of Convertible Preferred Shares of Invesque Inc.

EVANSTON, IL, Feb. 12, 2018 /CNW Telbec/ - Magnetar Financial LLC ("Magnetar") today announced that the second tranche of a previously announced issuance of class A convertible preferred shares ("Preferred Shares") by Invesque Inc. (formerly Mainstreet Health Investments Inc.) ("Invesque") to the Magnetar Funds (as defined below) (the "Private Placement"), resulting in the issuance of 3,172,086 Series 2 Preferred Shares at a price of US$9.4575 per Preferred Share (representing approximately C$11.9023), for an aggregate purchase price and gross proceeds to the Company of approximately US$30,000,000 (representing approximately C$37,755,004), closed on February 9, 2018 pursuant to subscription agreements entered into between the Company and each of Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar Andromeda Select Master Fund Ltd, Magnetar Constellation Master Fund V Ltd and Magnetar Constellation Fund II, Ltd (collectively, the "Magnetar Funds") on December 22, 2017, as amended on February 1, 2018.

The Private Placement is being funded in three tranches. The first tranche of the Private Placement closed on December 22, 2017 resulting in the issuance of 2,802,009 Series 1 Preferred Shares. The third tranche of the Private Placement, which would result in the issuance of 1,586,042 Series 3 Preferred Shares (the "Third Subscription"), at a price of US$9.4575 per Preferred Share (representing approximately C$11.9023), for an aggregate purchase price and gross proceeds to Invesque of approximately US$15,000,000 (representing approximately C$18,877,490), is subject to customary closing conditions and is expected to close before the end of the second quarter of 2018.

The Preferred Shares are non-voting and are initially convertible into common shares of Invesque ("Common Shares") on a one-for-one basis at the option of the holder based on an initial liquidation preference of US$9.75 and a conversion price of US$9.75. The liquidation preference of the Preferred Shares accrete at a rate of 5.65% per annum, compounded quarterly, increasing the number of Common Shares into which each Preferred Share is convertible, and is subject to further adjustments in certain circumstances. In certain circumstances, Invesque may redeem the Preferred Shares for an amount equal to their liquidation preference and may also require the conversion of the Preferred Shares. If any Preferred Shares are redeemed or mandatorily converted in the first year following issuance, the liquidation preference of such Preferred Shares will be increased by an amount equal to 4.00% of the initial liquidation preference. This percentage increase in the liquidation preference will be reduced by 1.00% per year in respect of redemptions or mandatory conversions in the second, third and fourth years following issuance.

Immediately prior to the closing of the second tranche of the Private Placement on February 9, 2018, Magnetar, together with the Magnetar Funds and other Magnetar funds in respect of which Magnetar Financial LLC is the investment manager ("Other Magnetar Funds"), owned and exercised control over (i) 13,190,383 Common Shares, representing approximately 26.90% of the outstanding Common Shares, and (ii) 2,802,009 Preferred Shares, representing all of the outstanding Preferred Shares. Assuming the voluntary conversion by the Magnetar Funds, immediately prior to the closing of the second tranche of the Private Placement, of all of such 2,802,009 Preferred Shares, Magnetar, together with the Magnetar Funds and Other Magnetar Funds, would have owned and would have had control over an aggregate of 16,013,940 Common Shares, representing approximately 30.88% of the outstanding Common Shares. The 3,172,086 Preferred Shares comprising the second tranche of the Private Placement represent approximately 53.10% of the outstanding Preferred Shares and all of the outstanding Series 2 Preferred Shares. Assuming the voluntary conversion by the Magnetar Funds, immediately following the closing of the second tranche of the Private Placement, of all of such 3,172,086 Preferred Shares, Magnetar, together with the Magnetar Funds and Other Magnetar Funds, would own and have control over an aggregate of 16,362,469 Common Shares, representing approximately 31.34% of the outstanding Common Shares.

Immediately following the closing of the second tranche of the Private Placement on February 9, 2018, Magnetar and the Magnetar Funds and Other Magnetar Funds own and exercise control over (i) 13,190,383 Common Shares, representing approximately 26.90% of the outstanding Common Shares, and (ii) 5,974,095 Preferred Shares (2,802,009 Series 1 Preferred Shares and 3,172,086 Series 2 Preferred Shares), representing all of the outstanding Preferred Shares of all series. Assuming the voluntary conversion by the Magnetar Funds, immediately following the closing of the second tranche of the Private Placement, of all of such 5,974,095 Preferred Shares, Magnetar, together with the Magnetar Funds and Other Magnetar Funds, would own and have control over an aggregate of 19,186,026 Common Shares, representing approximately 34.86% of the outstanding Common Shares.

The Preferred Shares were acquired for investment purposes, and in the future, Magnetar and the Magnetar Funds may discuss with management and/or the board of directors of Invesque business transactions and other opportunities and may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of Invesque, in such manner as they deem advisable, depending on market and other conditions.

An early warning report will be filed by Magnetar in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly from Magnetar upon request at the telephone number below. 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.

SOURCE Magnetar Financial LLC

Michael Shore, 847-905-4400, [email protected]