Slate Office REIT Announces Update on Approval of Debentureholders To Amend the Terms of Its 5.25% Convertible Unsecured Subordinated Debentures

Slate Office REIT (TSX: SOT.UN) (the “REIT”), an owner and operator of high-quality workplace real estate, announced today that its previously announced consent and proxy solicitation (the “Consent Solicitation”) to seek approval of proposed amendments (the “Proposed Amendments”) to the terms of its 5.25% convertible unsecured subordinated debentures, due February 28, 2023 (the “Debentures”), has received positive reception to date through the Consent Solicitation process, with holders of the Debentures (the “Debentureholders”) representing over $14 million of principal amount of Debentures having cast their votes thus far, with over 96% of votes cast being in favour of the extraordinary resolution to approve the Proposed Amendments (the “Extraordinary Resolution”) as of close of business yesterday, which equates to over 48% of the total outstanding principal amount of the Debentures having voted in favour of the Extraordinary Resolution. In turn, the REIT will proceed with a meeting (the "Meeting") of the Debentureholders to seek the passing of the Extraordinary Resolution.

“We are very pleased with the positive response we have received from Debentureholders through the Consent Solicitation process,” said Steve Hodgson, Chief Executive Officer of Slate Office REIT. “These Proposed Amendments will maximize the REIT’s liquidity and financial flexibility in a challenging operating environment, helping to ensure continued stability and financial strength. We look forward to successfully completing the amendment process at the upcoming Debentureholders’ Meeting.”

The Proposed Amendments are described in detail in the REIT’s consent and proxy solicitation statement dated December 29, 2022, and available on the REIT’s SEDAR profile at www.sedar.com, and summarized below as follows: (i) increase the interest rate from 5.25% to 9.00%, effective February 28, 2023, (ii) decrease the conversion price from $10.53 per REIT unit to $5.50 per REIT unit, (iii) extend the maturity date from February 28, 2023 to February 28, 2026, and (iv) provide that the Debentures are not redeemable prior to February 28, 2025 and, at any time after February 28, 2025, the REIT shall be permitted to redeem the amended Debentures, in whole or in part at a price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of the redemption.

The Meeting of Debentureholders will take place on January 27, 2023 at 9:00 a.m. Eastern Time at the offices of the REIT at 121 King Street West, Suite 200, Toronto, Ontario M5H 3T9.

Debentureholders holding at least 25% of the principal amount of Debentures outstanding have submitted proxy voting instructions and, accordingly, a quorum will be present for the Meeting. At the Meeting, approval of the Proposed Amendments will require holders of not less than 66 2/3% of the principal amount of the Debentures, present or represented by proxy at the Meeting to vote in favour of the Extraordinary Resolution.

Kingsdale Advisors is acting as the Information, Solicitation and Tabulation Agent for the Meeting. Debentureholders may contact Kingsdale Advisors regarding: (i) questions concerning the terms of the Meeting or (ii) assistance with proxy appointments for the Meeting at: 1-800-775-1986 or by email at [email protected].

About Slate Office REIT (TSX: SOT.UN)

Slate Office REIT is a global owner and operator of high-quality workplace real estate. The REIT owns interests in and operates a portfolio of strategic and well-located real estate assets in North America and Europe. The majority of the REIT’s portfolio is comprised of government and high-quality credit tenants. The REIT acquires quality assets at a discount to replacement cost and creates value for unitholders by applying hands-on asset management strategies to grow rental revenue, extend lease term and increase occupancy. Visit slateofficereit.com to learn more.

About Slate Asset Management

Slate Asset Management is a global alternative investment platform targeting real assets. We focus on fundamentals with the objective of creating long-term value for our investors and partners. Slate’s platform has a range of real estate and infrastructure investment strategies, including opportunistic, value add, core plus and debt investments. We are supported by exceptional people and flexible capital, which enable us to originate and execute on a wide range of compelling investment opportunities. Visit slateam.com to learn more.

Forward-Looking Statements

Certain information herein constitutes “forward-looking information” as defined under Canadian securities laws which reflect management’s expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance, business prospects and opportunities of the REIT. The words “plans”, “expects”, “does not expect”, “scheduled”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes”, or variations of such words and phrases or statements to the effect that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “occur”, “be achieved”, or “continue” and similar expressions identify forward-looking statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by management as of the date hereof, are inherently subject to significant business, economic and competitive uncertainties and contingencies. When relying on forward-looking statements to make decisions, the REIT cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward-looking statements. Additional information about risks and uncertainties is contained in the filings of the REIT with securities regulators.

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