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Press release from Marketwire

Royal Host Inc. Anticipates That the Proposed Amendments to the Terms of Its Series C Debentures Will Be Approved at the November 29th Meeting of Debentureholders

Wednesday, November 28, 2012

Royal Host Inc. Anticipates That the Proposed Amendments to the Terms of Its Series C Debentures Will Be Approved at the November 29th Meeting of Debentureholders17:05 EST Wednesday, November 28, 2012HALIFAX, NOVA SCOTIA--(Marketwire - Nov. 28, 2012) - A serial meeting of the Series C Debentureholders of Royal Host Inc. (the "Company") (TSX:RYL) (TSX:RYL.DB.B) (TSX:RYL.DB.C) (TSX:RYL.DB.D) is scheduled for 10:00 am AST on Thursday, November 29, 2012 (the "Meeting"). Based on the proxies that have been submitted as of the deadline and the limited number of proxy holders registered to vote in person at the Meeting, Royal Host anticipates that the extraordinary resolution of debentureholders to be considered at the Meeting will be approved. Though the results of the vote are not yet final, almost 75% of the votes represented by the proxies submitted in respect of the Meeting are in favour of the proposed amendments contained in the extraordinary resolution.John Carnella, Royal Host's President and CEO noted, "The successful amendment and extension of the term of these debentures, which represent 44% of the Company's total debentures outstanding, is a strategically important transaction for us. It will increase the weighted average term of our outstanding debt from 2.0 years to 3.5 years and it means that, other than two small mortgage loans totaling $4.3 million which we expect to refinance in advance of their maturity in April 2013, we will have no additional maturities until June 2014."When passed, the extraordinary resolution will make certain amendments to the indenture governing the Series C Debentures including:(a)EXTENDING the maturity date for the Debentures from September 30, 2013 to September 30, 2018;(b)INCREASING the annual interest rate of the Debentures by 1.25% from 6.25% to 7.50%; and(c)REDUCING the conversion price of the Debentures from $4.87 to $3.50 for each Common Share in the Company ("Common Shares"), resulting in a conversion rate of 285.714 Common Shares per $1,000 principal amount of the amended Debentures rather than 205.339 Common Shares per $1,000 principal amount of the Debentures.The amendments to the maturity date and conversion price will be effective on signing the sixth supplemental indenture. The amendment to the interest rate will be effective March 31, 2013, consistent with TSX policy.There are currently $45,166,000 principal amount of Debentures issued and outstanding. The Debentures will be referred to as the Series C 7.50% convertible unsecured subordinated debentures and will trade on the TSX as "RYL.DB.C".The Company will announce the final voting results following the Meeting.Forward Looking StatementsThis press release may contain certain forward-looking statements relating, but not limited to, the Company's operations, anticipated financial performance, business prospects, and strategies. Forward- looking information typically contains statements with words such as "anticipate", "does not anticipate", "believe", "estimate", "forecast", "intend", "expect", "does not expect", "could", "may", "would", "will", "should", "budgeted", "plan" or other similar terms and expressions suggesting future outcomes. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from further results expressed, projected or implied by such forward-looking statements. Readers are therefore cautioned that the Company's expectations, estimates and assumptions, although considered reasonable, may prove to be incorrect and readers should not place undue reliance on forward-looking statements.Forward-looking statements contained herein are not guarantees of future performance and involve certain risks, uncertainties and other factors that are difficult to predict, and could result in the outcome of such events being materially different from those indented, planned, anticipate, believed, estimated or expected in this news release. Such factors and assumptions include, but are not limited to, general economic conditions, levels of travel in the Company's key market areas, political conditions and events, competitive pressures, changes in government policy or regulations, and lodging industry conditions. The Company does not undertaken any obligation to update or release any revisions to these forward- looking statements to reflect events or circumstances, unanticipated events or circumstances, or should its estimates or assumptions change, after the date hereof, except as expressly required by law.About Royal Host Inc.Royal Host Inc. is a diversified hospitality company that delivers shareholder value through hotel ownership, investments and franchising. The Company's hotels, which contain approximately 2,957 rooms, are located in five Provinces and Territories across Canada. Twenty of the Company's hotels operate under internationally recognized brands such as Travelodge ®, Super 8 ®, Holiday Inn ®, Hilton ®, Ramada ® and Country Inns and Suites ®. Three of the Company's hotels are independently branded. In addition to its real estate holdings, the Company owns and operates the Travelodge Canada franchise business which is currently comprised of over 90 hotels across nine Provinces and Territories.The Company's common shares and convertible debentures are traded on the Toronto Stock Exchange under the trading symbols "RYL", "RYL.DB.B", "RYL.DB.C" and "RYL.DB.D" respectively.This press release contains registered trademarks that are the exclusive property of their respective owners. None of the owners of these trademarks has any responsibility or liability for any information contained in this press release.FOR FURTHER INFORMATION PLEASE CONTACT: Contact Information: Royal Host Inc.Michael McFetersChief Financial Officer902-470-4500