Aleksandar

CALGARY, ALBERTA, December 18, 2024 – Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN) today announced that it has entered an agreement for a new senior secured corporate credit facility of $15.0 million (“Credit Facility”) with Sandton Capital Solutions Master Fund VI, LP (“Sandton”), an investment fund managed by Sandton Capital Partners. This Credit Facility replaces Crown’s previous corporate credit facility with Canadian Western Bank.

The Credit Facility is comprised of a non-amortizing term loan of C$15.0 million which is being advanced in full today, and from which proceeds are being used primarily to fully repay Crown’s existing senior debt. The terms of the Credit Facility include a maturity date of December 18, 2026, monthly interest that is based on a fixed interest rate of 15.5% per annum and that is payable by capitalization to the principal amount of the debt, a requirement to repay at least C$10.0 million of principal by March 31, 2026, and customary covenants for an agreement of this nature.

“We are pleased to finalize this new credit facility with Sandton and to fully normalize our credit arrangements”, said Chris Johnson, Crown’s President & CEO. “With this new two-year term facility in place, and with the maturity date of our publicly traded debentures also recently extended to December 2026, we will now be able to better focus on the growth of our core businesses while continuing to deleverage our balance sheet in an orderly manner through the monetization of non-core assets and other measures”.

Deferred Debenture Interest Payment Update

Crown today also announced that as a result of not having made the interest payment due on June 30, 2024 (the “Deferred Interest Payment”) in respect of its 11% unsecured subordinated debentures due December 31, 2026 (the “Debentures”) on or before December 17, 2024, it is in default of the second amended and restated trust indenture dated October 25, 2024 (the “Indenture”) that governs the Debentures.

At a special meeting of the holders of the Debentures (the “Debentureholders”) held on October 18, 2024, the Debentureholders approved an extraordinary resolution that, among other things, waived the default by the Corporation under the Indenture for the failure to make the Deferred Interest Payment (the “Default Waiver”), subject to the requirement that the Corporation make the Deferred Interest Payment to Debentureholders within 60 days of the approval of the extraordinary resolution of the Debentureholders (the “Deferred Interest Payment Deadline”). As the Deferred Interest Payment was not made by the Deferred Interest Payment Deadline, the Default Waiver is of no further force or effect.

Notwithstanding the foregoing, with the Corporation’s new Credit Facility now in effect, the Deferred Interest Payment is expected to be made to Debentureholders holding Debentures as of a record date to be set and announced by the Corporation in the coming days.

About Crown Capital Partners (TSX:CRWN)

Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a capital partner to entrepreneurs and growth businesses mainly operating in the telecommunications infrastructure, distribution services, and distributed power markets. We focus on growth industries that require a specialized capital partner, and we aim to create long-term value by acting as both a direct investor in operating businesses serving these markets and as a manager of investment funds for institutional partners. For additional information, please visit crowncapital.ca.

FORWARD-LOOKING STATEMENTS

This news release contains certain “forward looking statements” and certain “forward looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements, management’s beliefs, expectations or intentions regarding the growth and deleveraging of Crown and its subsidiaries, the monetization of non-core assets, the payment of the Deferred Interest Payment and the record date for the Deferred Interest Payment. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Crown’s periodic filings with Canadian securities regulators. See Crown’s most recent annual information form for a detailed discussion of the risk factors affecting Crown. In addition, Crown’s dividend policy will be reviewed from time to time in the context of the Corporation’s earnings, financial requirements for its operations, and other relevant factors and the declaration of a dividend will always be at the discretion of the board of directors of the Corporation. Crown undertakes no obligation to update forwardlooking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

For further information, please contact:

Michael Overvelde
Chief Financial Officer
michael.overvelde@crowncapital.ca
(416) 640-6887

CALGARY, ALBERTA, December 18, 2024 – Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN) today announced that it has set December 30, 2024 (the “Record Date”) as the record date for determining the holders (the “Debentureholders”) of its 11% unsecured subordinated debentures due December 31, 2026 (TSX:CRWN.NT) (the “Debentures”), that will be entitled to receive the outstanding interest payment on the Debentures that was due on June 30, 2024 (the “Deferred Interest Payment”).

The Deferred Interest Payment will be in the amount of $50 per $1,000 principal amount of Debentures, which represents the interest due and unpaid on the Debentures from December 31, 2023 up to, but excluding, June 30, 2024. The Deferred Interest Payment will be made by the Corporation on December 31, 2024.

About Crown Capital Partners (TSX:CRWN)
Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a capital partner to entrepreneurs and growth businesses mainly operating in the telecommunications infrastructure, distribution services, and distributed power markets. We focus on growth industries that require a specialized capital partner, and we aim to create long-term value by acting as both a direct investor in operating businesses serving these markets and as a manager of investment funds for institutional partners. For additional information, please visit crowncapital.ca.

FORWARD-LOOKING STATEMENTS
This news release contains certain “forward looking statements” and certain “forward looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements, management’s beliefs, expectations or intentions regarding the Deferred Interest Payment. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Crown’s periodic filings with Canadian securities regulators. See Crown’s most recent annual information form for a detailed discussion of the risk factors affecting Crown. In addition, Crown’s dividend policy will be reviewed from time to time in the context of the Corporation’s earnings, financial requirements for its operations, and other relevant factors and the declaration of a dividend will always be at the discretion of the board of directors of the Corporation. Crown undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

For further information, please contact:
Michael Overvelde
Chief Financial Officer
michael.overvelde@crowncapital.ca
(416) 640-6887

CALGARY, November 12, 2024 – Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN) today announced its financial results for the three and nine months ended September 30, 2024. Crown’s complete financial statements and management’s discussion and analysis are available on SEDAR at www.sedarplus.ca.

Q3 2024 Financial & Operating Overview

• Crown recognized a net loss of $(2.7) million ($0.49 loss per basic share) in Q3 2024 compared to a net loss of $(1.8) million ($0.32 loss per basic share) in Q3 2023.
• Adjusted EBITDA1 was $0.8 million in Q3 2024 compared to $0.4 million in Q3 2023 due primarily to improved earnings from the Distribution Services and Network Services segments, partially offset by decreased earnings from the Real Estate, Specialty Finance and Distributed Power segments. For the nine months ended September 30, 2024, Adjusted EBITDA was $4.1 million compared with $3.3 million in the comparable 2023 period, with increased contributions from each of the Distribution Services and Real Estate segments and a reduced Corporate and Other segment loss more than offsetting reduced contributions from the Specialty Finance and Distributed Power segments.
• Distribution services revenue was $9.1 million in Q3 2024 compared to $8.9 million in Q3 2023. This segment reported a net loss before income taxes of $(0.1) million (Q3 2023 – $(0.4) million) and Adjusted EBITDA of $0.5 million (Q3 2023 – $0.3 million), with the year-over-year improvement attributable to the impact of operational efficiencies implemented throughout 2023 and 2024 and to increased capacity utilization across the warehouses. Capacity utilization was 62% at September 30, 2024, compared with 58% at June 30, 2024, 52% at March 31, 2024 and 42% at December 31, 2023.
• Network services revenue was $7.0 million in Q3 2024 compared to $7.8 million in Q3 2023, with the decrease due primarily to the continued runoff of customer contracts from WireIE and the conclusion of a large construction-sector contract in mid-Q2 2023, partially offset by modest growth in revenues from Community Network Partners’s customers located in Brooks, Alberta. This segment reported a net loss before income taxes of $(0.5) million (Q3 2023 – $(1.1) million) and Adjusted EBITDA of $0.4 million (Q3 2023 – $(0.5) million).
• Real Estate segment revenue was $1.1 million in Q3 2024 compared to $1.3 million in Q3 2023, with the decrease over the prior-year quarter attributable primarily to the timing of fee recognition. This segment recorded net income before income taxes of $0.02 million (Q3 2023 – net income before income taxes of $0.3 million) and Adjusted EBITDA of $0.1 million (Q3 2023 – $0.4 million).
• Distributed Power revenue was $0.3 million in Q3 2024 compared to $0.8 million in Q3 2023, with the decrease primarily related to the reclassification of certain power assets as held for sale at the end of 2023 and to the consolidation of the Wilson Creek assets. In addition to softer power prices in the Alberta market, merchant power revenues were lower than expected in the third quarter of 2024 due to the delayed repair of engine coolers, which reduced both available output and runtimes during the period. This segment reported a net loss before income taxes of $(0.3) million (Q3 2023 – net income before income taxes of $0.4 million) and Adjusted EBITDA of $(0.02) million (Q3 2023 – $0.3 million). 2
• The Specialty Finance segment recorded net income before income taxes of $0.2 million (Q3 2023 –$0.2 million), representing Crown’s share of (losses) earnings of Crown Partners Fund, and Adjusted EBITDA of $nil (Q3 2023 – $0.1 million), representing income distributions received from Crown Partners Fund.
• Total equity at quarter-end decreased to $19.7 million from $38.2 million at the end of 2023 due to a net loss attributable to shareholders of $(18.5) million, which was driven primarily by Crown’s share of the loss of Crown Partners Fund of $(15.1) million with the loss attributable to an unrealized loss recognized by the fund during the period in respect of a loan investment carried at fair value through profit or loss. Total equity per share decreased to $3.52 per basic share from $6.84 per basic share as at December 31, 2023.
• Since September 30, 2023, Crown has not satisfied certain financial covenant clauses of its credit agreement with its bank. Accordingly, the bank is contractually entitled to request immediate repayment of the outstanding loan in the amount of $14.4 million as of November 12, 2024 and the outstanding balance of $23.9 million as at September 30, 2024 is presented as a current liability. On October 11, 2024, the credit agreement was amended to terminate the $5 million operating loan portion of the credit facility on full repayment on or before October 15, 2024 and to revise the maturity date of the term loan portion
  of the credit facility to December 31, 2024. The operating loan portion of the credit facility was repaid in full on October 11, 2024. Management is currently in discussions with lenders regarding replacing its current credit facility, however, there is no assurance that such arrangements will become available.
• As of November 12, 2024, the Corporation had not paid the scheduled interest payment of $1.0 million due on June 30, 2024 in respect of the 10% unsecured subordinated debentures (“Debentures”). Since July 31, 2024, this has constituted an event of default under the terms of the trust indenture that governs the Debentures. On October 18, 2024, the holders of the Debentures approved amendments to the terms of the Debentures to extend the maturity date to December 31, 2026, to amend the interest rates and timing of interest payments and to grant security interest to the trustee for the Debentures. The holders of the Debentures also agreed to waive the default of the Corporation for failure to make the June 30, 2024 interest payment, subject to the Corporation paying such interest by December 17, 2024.
• As of November 12, 2024, the Corporation had not paid the scheduled interest payment of $0.04 million due on June 30, 2024 in respect of the 10% redeemable secured subordinated debentures (“Subordinated Debentures”). This constitutes an event of default, but the holders of the Subordinated Debentures have not requested immediate repayment.
• In Q3 2024, Crown’s subsidiary, Community Network Partners, received a grant funding payment of $20.3 million for the completion of the second sublot related to its fibre network under the Province of Ontario’s Accelerated High-Speed Internet Program.

“We continue to advance our operating subsidiaries in the third quarter while dealing with the restructuring of the Corporation’s balance sheet, including the paydown of the senior loans and extension of the debentures. We are making progress in monetizing the Corporation’s assets which will be used to pay down debt,” said Chris Johnson, President and CEO of Crown.
“We are pleased with the performance of our operating subsidiaries, most significant is the progress Community Network Partners is making with its contract to build fibre optic networks in Northern Ontario. This is a very large undertaking and will result in Community Network Partners owning and operating the only fibre optic network in the communities we are building in,” added Mr. Johnson. 3

Q3 2024 Financial Results Summary

Quarterly reconciliations of loss before income taxes to Adjusted EBITDA

Reconciliations of (loss) income before income taxes to Adjusted EBITDA by operating segment

1 Adjusted EBITDA is not a measure of financial performance (nor does it have a standardized meaning) under IFRS. In evaluating this measure, investors should consider that the methodology applied in calculating these measures might differ among companies and analysts. The Corporation has provided a reconciliation of loss before income taxes attributable to Shareholders to Adjusted EBITDA in this news release. Amounts in respect of non-controlling interests are excluded in the calculation of Adjusted EBITDA. We believe that Adjusted EBITDA is a useful supplemental measure in the context of Crown’s operations to assist investors in assessing the performance of our business as it provides a more relevant picture of operating results by facilitating a comparison of our performance on a consistent basis from period-to-period and provides a more complete understanding of factors and trends affecting our business. Adjusted EBITDA should not be considered as the sole measure of Crown’s performance and should not be considered in isolation from, or as a substitute for, analysis of the Corporation’s financial statements.

About Crown Capital Partners (TSX:CRWN)

Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a capital partner to entrepreneurs and growth businesses mainly operating in the telecommunications infrastructure, distribution services, and distributed power markets. We focus on growth industries that require a specialized capital partner, and we aim to create long-term value by acting as both a direct investor in operating businesses serving these markets and as a manager of investment funds for institutional partners. For additional information, please visit crowncapital.ca.

FORWARD-LOOKING STATEMENTS

This news release contains certain “forward looking statements” and certain “forward looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements, management’s beliefs, expectations or intentions regarding the distribution services market, the network services market and the general economy, Crown’s business plans and strategy, including anticipated investment dispositions and capital deployments and the timing thereof, anticipated refinancing activity and Crown’s future earnings. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Crown’s periodic filings with Canadian securities regulators. See Crown’s most recent annual information form for a detailed discussion of the risk factors affecting Crown. In addition, Crown’s dividend policy will be reviewed from time to time in the context of the Corporation’s earnings, financial requirements for its operations, and other relevant factors and the declaration of a dividend will always be at the discretion of the board of directors of the Corporation. Crown undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

For further information, please contact:
Michael Overvelde
Chief Financial Officer
investor.relations@crowncapital.ca
(416) 640-6887

CALGARY, ALBERTA, October 25, 2024 – Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN) today announced that the amendments (the “Debenture Amendments”) to its 10% unsecured subordinated debentures due December 31, 2024 (the “Debentures”) which were announced by Crown on October 18, 2024 have become effective today.

Crown has entered into an amended and restated trust indenture dated today with TSX Trust Company governing the amended Debentures (the “Amended and Restated Indenture”). A copy of the Amended and Restated Indenture is located on the Corporation’s profile on SEDAR+ at www.sedarplus.ca. 

About Crown Capital Partners (TSX:CRWN)

Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a capital partner to entrepreneurs and growth businesses mainly operating in the telecommunications infrastructure, distribution services, and distributed power markets. We focus on growth industries that require a specialized capital partner, and we aim to create long-term value by acting as both a direct investor in operating businesses serving these markets and as a manager of investment funds for institutional partners. For additional information, please visit crowncapital.ca. 

FORWARD-LOOKING STATEMENTS

This news release contains certain “forward looking statements” and certain “forward looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Crown’s periodic filings with Canadian securities regulators. See Crown’s most recent annual information form for a detailed discussion of the risk factors affecting Crown. In addition, Crown’s dividend policy will be reviewed from time to time in the context of the Corporation’s earnings, financial requirements for its operations, and other relevant factors and the declaration of a dividend will always be at the discretion of the board of directors of the Corporation. Crown undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

For further information, please contact:

Michael Overvelde
Chief Financial Officer
michael.overvelde@crowncapital.ca
(416) 640-6887

CALGARY, ALBERTA, October 18, 2024 – Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN) today announced that at a special meeting of the holders (the “Debentureholders”) of its 10% unsecured subordinated debentures due December 31, 2024 (the “Debentures”) held today, the Debentureholders approved an extraordinary resolution (the “Debentureholder Resolution”) that:

1. authorized and approved certain amendments to the terms of the Debentures (collectively, the “Debenture Amendments”) to: (i) extend the maturity date of the Debentures from December 31, 2024 to December 31, 2026; (ii) amend the interest rate on the Debentures from 10% to 11% effective as of October 25, 2024, and from 11% to 12% effective as of December 31, 2025; (iii) amend the interest payment dates from occurring semi-annually on June 30 and December 31 of each year to occurring annually on December 31 of each year, with the next payment to occur effective December 31, 2025 for the interest accrued on the Debentures from June 30, 2024 up to, but excluding, December 31, 2025, Accordingly, at the next interest payment date on December 31, 2025, Debentureholders will be entitled to receive interest calculated at 10% for the period from June 30, 2024 up to, but excluding, October 25, 2024, and 11% for the period from October 25, 2024 up to, but excluding, December 31, 2025; and (iv) grant a security interest to TSX Trust Company (the “Indenture Trustee”), as trustee for the Debentures, for the repayment of the Debentures by way of a charge to and in favor of the Indenture Trustee on all the Corporation’s property and assets, subject only to Permitted Encumbrances (as defined in the second amended and restated trust indenture attached as Schedule “B” of the management information circular dated September 10, 2024 (the “Amended Indenture”)). Such security will be subordinate to Senior Security (as defined in the Amended Indenture) and rank pari passu with any Pari Passu Debt (as defined in the Amended Indenture). In addition, the amount of Senior Indebtedness (as defined in the Amended Indenture) permitted to be incurred by the Corporation ranking in priority to the Debentures will be limited to no more than $30,000,000; and 

1. waived the default by the Corporation under the Indenture for the failure to make the interest payment on the Debentures (the “Deferred Interest Payment”) due on June 30, 2024 (the “Default Waiver”), subject to the requirement that the Corporation make the Deferred Interest Payment to Debentureholders within 60 days of the approval of Debentureholder Resolution (the “Deferred Interest Payment Deadline”). 

A description of the Debentureholder Resolution is set out in the Corporation’s management information circular dated September 10, 2024 and available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

Debentureholders owning 45.940% of the outstanding Debentures voted. The detailed results of the vote were as follows:

Any Debentureholder that voted for the Debenture Amendments will receive a cash consent fee of $10 per $1,000 principal amount of Debentures held by the Debentureholder as of September 5, 2024.

The effective date of the Debenture Amendments will be on or about October 25, 2024. Crown will enter into a second amended and restated trust indenture to the current trust indenture between TSX Trust Company governing the Debentures to give effect to the Debenture Amendments.

The Deferred Interest Payment will be made to Debentureholders holding Debentures as of a record date to be set and announced by the Corporation in the coming weeks. No record date or payment date for the Deferred Interest Payment has been set by the Corporation. The amount and timing of such Deferred Interest Payment will be disclosed by the Corporation in a future press release. In the event that the Deferred Interest Payment is not made by the Deferred Interest Payment Deadline, the Default Waiver will be of no further force or effect. 

About Crown Capital Partners (TSX:CRWN)

Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a capital partner to entrepreneurs and growth businesses mainly operating in the telecommunications infrastructure, distribution services, and distributed power markets. We focus on growth industries that require a specialized capital partner, and we aim to create long-term value by acting as both a direct investor in operating businesses serving these markets and as a manager of investment funds for institutional partners. For additional information, please visit crowncapital.ca. 

FORWARD-LOOKING STATEMENTS

This news release contains certain “forward looking statements” and certain “forward looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements, management’s beliefs, expectations or intentions regarding the Debenture Amendments, Default Waiver and the Deferred Interest Payment. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Crown’s periodic filings with Canadian securities regulators. See Crown’s most recent annual information form for a detailed discussion of the risk factors affecting Crown. In addition, Crown’s dividend policy will be reviewed from time to time in the context of the Corporation’s earnings, financial requirements for its operations, and other relevant factors and the declaration of a dividend will always be at the discretion of the board of directors of the Corporation. Crown undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

For further information, please contact:
Michael Overvelde
Chief Financial Officer
michael.overvelde@crowncapital.ca
(416) 640-6887

• Any Debentureholder that votes for the Debentureholder Resolution will receive a cash consent fee of $10 per $1,000 principal amount of Debentures held by the Debentureholder.
• The deadline to submit vote is October 16, 2024, on or before 10:00 a.m. (Eastern Time).

CALGARY, September 16, 2024 – Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN) today announced that it has mailed an information circular (the “Circular”) and related meeting materials (collectively, the “Meeting Materials”) in connection with the upcoming special meeting of the holders (the “Debentureholders”) of its 10% unsecured subordinated debentures due December 31, 2024 (the “Debentures”) to be held at the offices of the Corporation, 33 Yonge Street, Suite 901, Toronto, ON, M5E 1G4, on October 18, 2024 at 10:00 a.m. (Eastern Time) (the “Meeting”).

As previously announced by Crown, at the Meeting, Debentureholders will be asked to consider and vote upon a resolution (the “Debentureholder Resolution”) that, if approved, would:

1. authorize and approve certain amendments (the “Initial Debenture Amendments”) to the terms of the Debentures to: (i) extend the maturity date of the Debentures from December 31, 2024 to December 31, 2026; (ii) amend the interest rate on the Debentures from 10% to 11% effective a minimum of five trading days following the approval of the Debentureholder Resolution and from 11% to 12% effective as of December 31, 2025; and (iii) amend the interest payment dates from occurring semi-annually on June 30 and December 31 of each year to occurring annually on December 31 of each year, with the next payment to occur effective December 31, 2025 for the interest accrued on the Debentures from June 30, 2024 up to, but excluding, December 31, 2025; and

2. waive the default by the Corporation under the Indenture for the failure to make the interest payment on the Debentures (the “Deferred Interest Payment”) due on June 30, 2024 (the “Default Waiver”), subject to the requirement that the Corporation make the Deferred Interest Payment to Debentureholders within 60 days of the approval of Debentureholder Resolution (the “Deferred Interest Payment Deadline”). The Deferred Interest Payment will be made to Debentureholders holding Debentures as of a record date to be set by the Corporation following the Meeting. In the event that the Deferred Interest Payment is not made by the Deferred Interest Payment Deadline, the Default Waiver will be of no further force or effect.

In addition to the Initial Debenture Amendments, the Corporation has determined to further amend the terms of the Debentures (the “Additional Debenture Amendment” and, together with the Initial Debenture Amendments, the “Debenture Amendments”) to grant a security interest to TSX Trust Company (the “Indenture Trustee”), as trustee for the Debentures, for the repayment of the Debentures by way of a charge to and in favor of the Indenture Trustee on all the Corporation’s property and assets, subject only to Permitted Encumbrances (as defined in the second amended and restated trust indenture attached on Schedule “B” of the Circular (the “Amended Indenture”)). Such security shall be subordinate to Senior Security (as defined in the Amended Indenture) and rank pari passu with any Pari Passu Debt (as defined in the Amended Indenture). In addition, the amount of Senior Indebtedness (as defined in the Amended Indenture) permitted to be incurred by the Corporation ranking in priority to the Debentures shall be limited to no more than $30,000,000.

If the Debentureholder Resolution is approved, the board of directors of the Corporation believe that the Debenture Amendments and Default Waiver will provide the following benefits to Debentureholders:

1. Payment of Deferred Interest Payment: The Corporation believes that the extension of the maturity date will allow it to be in a better position to pay the Deferred Interest Payment to the Debentureholders by the Deferred Interest Payment Deadline.

2. Improved Security for the Debentures. The Debentures shall be granted a security interest by the Corporation by way of a charge to and in favor of the Indenture Trustee on all the Corporation’s property and assets, subject only to Permitted Encumbrances. The Debentures shall be subordinate to Senior Security and rank pari passu with any Pari Passu Debt. The amount of Senior Indebtedness (as defined in the Amended Indenture) permitted to be incurred by the Corporation ranking in priority to the Debentures shall be limited to no more than $30,000,000.

3. Extension of Maturity Date: The extension of the maturity date will afford Debentureholders a longer period of time during which to receive interest at a favourable rate and will provide the Corporation with additional time to fund the repayment of the Debentures from the proceeds of asset sales or otherwise.

4. Increased Interest Rate: Increasing the interest rate from 10% to 11% effective a minimum of five trading days following the approval of the Debentureholder Resolution and from 11% to 12% effective December 31, 2025 provides a more attractive yield to Debentureholders.

5. Consent Fee: Any Debentureholder that votes for the Debenture Amendments will receive a cash consent fee (the “Consent Fee”) of $10 per $1,000 principal amount of Debentures held by that Debentureholder as of September 5, 2024 (the “Record Date”) provided that certain other conditions required for the payment of the Consent Fee are satisfied, including the Debenture Amendments are validly approved by Debentureholders.

The effective date of the Debenture Amendments will be a minimum of five trading days following the approval of the Debentureholder Resolution. Further particulars of the expected benefits of the Debenture Amendments and Default Waiver are described in the Circular, which is available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

The Debentureholder Resolution will only be effective if passed by an extraordinary resolution of the holders of at least 66 ⅔% of the principal amount of the Debentures present in person or by proxy at the Meeting and entitled to vote in respect of the Debentureholder Resolution. Management recommends that Debentureholders vote in favor of the Debentureholder Resolution.

The TSX has conditionally approved the Debenture Amendments. The Debenture Amendments remain subject to the
final approval of the TSX.

Debentureholders may vote on or before 10:00 a.m. (Eastern Time) on October 16, 2024 by following the voting instructions set out in the Circular. Only Debentureholders of record at the close of business on the Record Date will be entitled to vote at the Meeting.

Debentureholder Questions

Debentureholders who have any questions or require assistance with voting may contact Michael Overvelde, the Chief Financial Officer of the Corporation as set forth below.

About Crown Capital Partners (TSX:CRWN)

Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a capital partner to entrepreneurs and growth businesses mainly operating in the telecommunications infrastructure, distribution services, and distributed power markets. We focus on growth industries that require a specialized capital partner, and we aim to create long-term value by acting as both a direct investor in operating businesses serving these markets and as a manager of investment funds for institutional partners. For additional information, please visit crowncapital.ca.

FORWARD-LOOKING STATEMENTS

This news release contains certain “forward looking statements” and certain “forward looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements, management’s beliefs, expectations or intentions regarding the Debenture Amendments, the Default Waiver, the anticipated payment of the Deferred Interest Payment, the timing and value of potential asset sales, and management’s intended uses of the proceeds of asset sales. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Crown’s periodic filings with Canadian securities regulators. See Crown’s most recent annual information form for a detailed discussion of the risk factors affecting Crown. In addition, Crown’s dividend policy will be reviewed from time to time in the context of the Corporation’s earnings, financial requirements for its operations, and other relevant factors and the declaration of a dividend will always be at the discretion of the board of directors of the Corporation. Crown undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

For further information, please contact:

Michael Overvelde
Chief Financial Officer
michael.overvelde@crowncapital.ca
(416) 640-6887

CALGARY, August 29, 2024 – Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN) today announced that it will seek the approval of the holders (the “Debentureholders”) of its 10% unsecured subordinated debentures of the Corporation due December 31, 2024 (the “Debentures”) for a resolution (the “Debentureholder Resolution”) at a special meeting of the Debentureholders to be held at the offices of the Corporation, 33 Yonge Street, Suite 901, Toronto, ON, M5E 1G4, on October 18, 2024 at 10:00 a.m. (Eastern Time) (the “Meeting”).

If approved by Debentureholders at the Meeting, the Debentureholder Resolution would:

1. authorize and approve certain amendments to the Corporation’s amended and restated trust indenture dated June 30, 2023 between the Corporation and TSX Trust Company (the “Indenture”) to: (i) extend the maturity date of the Debentures from December 31, 2024 to December 31, 2026; (ii) amend the interest rate on the Debentures from 10% to 11% effective a minimum of five trading days following the approval of the Debentureholder Resolution and from 11% to 12% effective as of December 31, 2025; and (iii) amend the interest payment dates from occurring semi-annually on June 30 and December 31 of each year to occurring annually on December 31 of each year, with the next payment to occur effective December 31, 2025 for the interest accrued on the Debentures from June 30, 2024 up to, but excluding, December 31, 2025; and

2. waive the default by the Corporation under the Indenture for the failure to make the interest payment on the Debentures (the “Deferred Interest Payment”) due on June 30, 2024 (the “Default Waiver”), subject to the requirement that the Corporation make the Deferred Interest Payment to Debentureholders within 60 days of the approval of Debentureholder Resolution (the “Deferred Interest Payment Deadline”). The Deferred Interest Payment will be made to Debentureholders holding Debentures as of a record date to be set by the Corporation following the Meeting. In the event that the Deferred Interest Payment is not made by the Deferred Interest Payment Deadline, the Default Waiver will be of no further force or effect.

The board of directors of the Corporation believe that the Debenture Amendments and Default Waiver provide the following advantages:

1. Payment of Deferred Interest Payment: The Corporation believes that the extension of the maturity date will allow it to be in a better position to pay the Deferred Interest Payment to the Debentureholders by the Deferred Interest Payment Deadline.

2. Extension of Maturity Date: The extension of the maturity date will afford Debentureholders a longer period of time during which to receive interest at a favourable rate and will provide the Corporation with additional time to fund the repayment of the Debentures from the proceeds of asset sales or otherwise.

3. Increased Interest Rate: Increasing the interest rate from 10% to 11% effective a minimum of five trading days following the approval of the Debentureholder Resolution and from 11% to 12% effective December 31, 2025 provides a more attractive yield to Debentureholders.

4. Consent Fee: Any Debentureholder that votes for the Debenture Amendments will receive a cash consent fee (the “Consent Fee”) of $10 per $1,000 principal amount of Debentures held by that Debentureholder as of September 5, 2024 (the “Record Date”) provided that certain other conditions required for the payment of the Consent Fee are satisfied, including the Debenture Amendments are validly approved by Debentureholders and the Toronto Stock Exchange (the “TSX”).

Prior to the Deferred Interest Payment Deadline, provided that the Debentureholder Resolution is approved, the Corporation intends to undertake a private placement financing in order to obtain the funds to make the Deferred Interest Payment. There can be no assurance that such private placement financing will be completed by the Corporation prior to the Deferred Interest Payment Deadline.

The effective date of the Debenture Amendments will be a minimum of five trading days following the approval of the Debentureholder Resolution. Further particulars of the expected benefits of the Debenture Amendments and Default Waiver will be described in the management information circular of the Corporation relating to the Meeting (the “Circular”), which will be available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca and which will be mailed to Debentureholders in the coming weeks.

The Debentureholder Resolution will only be effective if passed by an extraordinary resolution of the holders of at least 66 ⅔% of the principal amount of the Debentures present in person or by proxy at the Meeting and entitled to vote in respect of the Debentureholder Resolution.

Debentureholders may vote on or before 10:00 a.m. (Eastern Time) on October 16, 2024 by following the voting instructions set out in the Circular. Only Debentureholders of record at the close of business on the Record Date will be entitled to vote at the Meeting.

About Crown Capital Partners (TSX:CRWN)

Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a capital partner to entrepreneurs and growth businesses mainly operating in the telecommunications infrastructure, distribution services, and distributed power markets. We focus on growth industries that require a specialized capital partner, and we aim to create long-term value by acting as both a direct investor in operating businesses serving these markets and as a manager of investment funds for institutional partners. For additional information, please visit crowncapital.ca.

FORWARD-LOOKING STATEMENTS

This news release contains certain “forward looking statements” and certain “forward looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements, management’s beliefs, expectations or intentions regarding the Debenture Amendments, the Default Waiver, the anticipated payment of the Deferred Interest Payment, the consequences of the Debentureholder Resolution not being approved by Debentureholders, the timing and value of potential asset sales, and management’s intended uses of the proceeds of asset sales. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Crown’s periodic filings with Canadian securities regulators. See Crown’s most recent annual information form for a detailed discussion of the risk factors affecting Crown. In addition, Crown’s dividend policy will be reviewed from time to time in the context of the Corporation’s earnings, financial requirements for its operations, and other relevant factors and the declaration of a dividend will always be at the discretion of the board of directors of the Corporation. Crown undertakes no obligation to update forwardlooking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

For further information, please contact:

Michael Overvelde
Chief Financial Officer
michael.overvelde@crowncapital.ca
(416) 640-6887

CALGARY, ALBERTA, June 28, 2024 – Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN) today announced that it is deferring the scheduled interest payment of $1.0 million due on June 30, 2024 in respect of the 10% unsecured subordinated debentures of the Corporation (the “Debentures”).  There are $20.0 million principal amount of Debentures issued and outstanding and they mature on December 31, 2024. The Debentures trade on the Toronto Stock Exchange under the symbol “CRWN.NT”.

As previously announced, Crown is currently in default of its senior secured credit facility (the “Crown Credit Facility”), in respect of which approximately $26.2 million had been advanced as of June 28, 2024.  The Crown Credit Facility is subject to covenant clauses, whereby the Corporation is required to meet certain key financial ratios.  Since September 30, 2023, the Corporation has not fulfilled the Net Total Debt to Trailing Twelve Month Earnings before Interest, Taxes, Depreciation and Amortization and Fixed Charge Coverage Ratio requirements of the Crown Credit Facility.

Due to current liquidity constraints as well as to constraints imposed by the Crown Credit Facility, the Corporation will not be in position to fund the interest payment due on June 30, 2024 in respect of the Debentures.  The terms of the trust indenture that governs the Debentures provides that non-payment of this interest will not constitute an event of default in respect of the Debentures until 30 days has elapsed beyond the scheduled interest payment date without payment having been made.  While the Corporation is attempting to restore sufficient liquidity to support the funding of this interest payment before the applicable cure period ends on July 30, 2024, there is no assurance that such funding will be achieved by this date.

About Crown Capital Partners (TSX:CRWN)

Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a capital partner to entrepreneurs and growth businesses mainly operating in the telecommunications infrastructure, distribution services, and distributed power markets. We focus on growth industries that require a specialized capital partner, and we aim to create long-term value by acting as both a direct investor in operating businesses serving these markets and as a manager of investment funds for institutional partners. For additional information, please visit crowncapital.ca.

FORWARD-LOOKING STATEMENTS

This news release contains certain “forward looking statements” and certain “forward looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements, management’s beliefs, expectations or intentions regarding the Corporation’s ability to achieve sufficient liquidity to fund interest payments in respect of the Debentures within a specified time frame. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Crown’s periodic filings with Canadian securities regulators. See Crown’s most recent annual information form for a detailed discussion of the risk factors affecting Crown. In addition, Crown’s dividend policy will be reviewed from time to time in the context of the Corporation’s earnings, financial requirements for its operations, and other relevant factors and the declaration of a dividend will always be at the discretion of the board of directors of the Corporation. Crown undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

For further information, please contact:

CALGARY, May 15, 2024 – Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN) today announced its financial results for the three months ended March 31, 2024. Crown’s complete financial statements and management’s discussion and analysis are available on SEDAR at www.sedarplus.ca.

Q1 2024 Financial & Operating Highlights

• Crown recognized a net loss of $(0.6) million ($0.11 loss per basic share) in Q1 2024 compared to a net loss of $(0.7) million ($0.13 loss per basic share) in Q1 2023.
• Distribution services revenue of $8.2 million in Q1 2024 compared with $8.2 million in Q4 2023. This segment reported a net loss before income taxes of $(0.5) million (Q4 2023 – $(1.2) million), inclusive of depreciation and amortization expense totaling $1.5 million (Q4 2023 – $1.5 million), with the net loss attributable to start-up costs in respect of certain facilities of Go Direct Global that are in various stages of achieving scale. Capacity utilization was 52% at March 31, 2024 compared with 42% at December 31, 2023.
• Network services revenue in Q1 2024 was $6.7 million, compared with $5.4 million in Q4 2023, with the increase due primarily to non-recurring hardware sales from Galaxy Broadband Communications in the first quarter. This segment reported a net loss before income taxes of $(0.03) million (Q4 2023 – $(0.7 million), inclusive of depreciation and amortization expense totaling $0.9 million (Q4 2023 – $1.3 million) and accrued restructuring costs of $nil (Q4 2023 – $0.5 million).
• Revenue from the Real Estate segment was $1.6 million in Q1 2024 (Q4 2023 – $1.4 million) with the quarter-over-quarter increase attributable to property management contracts added during Q1 2024. This segment recorded net income before income taxes of $0.7 million (Q4 2023 – $0.3 million), inclusive of depreciation and amortization expense of $0.2 million (Q4 2023 – $0.2 million).
• The Distributed Power segment recorded revenues of $0.8 million in Q1 2024 (Q4 2023 – $0.5 million) with the increase primarily relating to growth in merchant power revenue. This segment reported net income before income taxes of $0.003 million (Q4 2023 – $(2.7) million net loss before income taxes) inclusive of asset impairment charges totaling $nil (Q4 2023 – $6.1 million).
• In Q1 2024, the Specialty Finance segment recognized earnings of $2.2 million (Q4 2023 – $0.5 million) in relation to its investment in Crown Partners Fund, including $1.2 million in respect of its limited partnership interest and $1.0 million in respect of its general partnership interest in the fund. The quarterover-quarter improvement is primarily due to the recognition of larger unrealized gains during the first quarter of 2024.
• Total equity at quarter-end decreased to $37.5 million, from $38.2 million at the end of 2023, due to a net loss attributable to shareholders of $0.6 million. Total equity per share decreased to $6.72 per basic share from $6.84 per basic share as at December 31, 2023.
• Since September 30, 2023, Crown has not satisfied certain financial covenant clauses of its credit agreement with its bank. Accordingly, the bank is contractually entitled to request immediate repayment of the outstanding loan in the amount of $24.6 million and the outstanding balance is presented as a current liability as at March 31, 2024. The Corporation’s bank has not requested early repayment of the loan. Management is currently in discussions with lenders regarding replacing its current credit facility and multiple financing options are being considered; however, there is no assurance that such arrangements will become available.
• In Q1 2024, Crown’s subsidiary, Community Network Partners, received the grant funding related to the completion of its first fibre network segment under the Province of Ontario’s Accelerated High-Speed Internet Program. Construction and testing of the second segment under this program is expected to be completed in Q3 2024 with receipt of the related grant funding expected in Q4 2024.

“From an operational perspective, Q1 was a good quarter for the Company as we achieved meaningful progress in all our operating divisions. We’re expecting progress to continue this year, particularly in our Network Services segment, which is being driven by our contracts to develop new fibre optic networks, and in our Distribution Services segment, where we are increasing capacity utilization. We are also actively working to generate liquidity from our portfolio of assets to reduce debt, presently focused on our bank debt as well as the debentures due at the end of 2024,” added Mr. Johnson.

Q1 2024 Financial Results Summary

About Crown Capital Partners (TSX:CRWN)

Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a capital partner to entrepreneurs and growth businesses mainly operating in the telecommunications infrastructure, distribution services, and distributed power markets. We focus on growth industries that require a specialized capital partner, and we aim to create long-term value by acting as both a direct investor in operating businesses serving these markets and as a manager of investment funds for institutional partners. For additional information, please visit crowncapital.ca.

FORWARD-LOOKING STATEMENTS

This news release contains certain “forward looking statements” and certain “forward looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements, management’s beliefs, expectations or intentions regarding the distribution services market, the network services market and the general economy, Crown’s business plans and strategy, including anticipated investment dispositions and capital deployments and the timing thereof, anticipated refinancing activity and Crown’s future earnings. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Crown’s periodic filings with Canadian securities regulators. See Crown’s most recent annual information form for a detailed discussion of the risk factors affecting Crown. In addition, Crown’s dividend policy will be reviewed from time to time in the context of the Corporation’s earnings, financial requirements for its operations, and other relevant factors and the declaration of a dividend will always be at the discretion of the board of directors of the Corporation. Crown undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

For further information, please contact:
Michael Overvelde
Chief Financial Officer
investor.relations@crowncapital.ca
(416) 640-6887

CALGARY, March 25, 2024 – Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN) today announced its financial results for the three and 12 months ended December 31, 2023. Crown’s complete financial statements and management’s discussion and analysis are available on SEDAR at www.sedarplus.ca.

2023 Financial & Operating Highlights

• Crown recognized a net loss of $(12.2) million ($2.16 loss per basic share) in 2023 compared to a net loss of $(7.5) million ($1.26 loss per basic share) in 2022. The net loss in 2023 is inclusive of aggregate impairment charges of $6.1 million (2022 – $3.6 million) in respect of distributed power-related equipment and equipment under development, as well as deferred tax expense of $1.6 million (2022 – recovery of $2.8 million).

• Total revenue increased to $69.6 million from $44.8 million in 2022, due primarily to an increase in distribution services revenue and the addition of property management and development revenue, a component of fees and other income, in 2023.

• Distribution services revenue increased by 144% to $34.4 million compared with $14.1 million in 2022 due primarily to increased capacity utilization and customer activity levels at facilities that commenced operations in 2022 and 2023. This segment reported a net loss before income taxes of $(3.6) million (2022 – $(1.9) million), inclusive of depreciation and amortization expense totaling $5.6 million (2022 – $1.9 million), with the net loss attributable primarily to the ongoing ramp up of facilities that commenced commercial operations in 2022 and 2023.

• Network services revenue was $26.9 million in 2023, compared with $27.3 million in 2022, due to a yearover- year revenue decline from WireIE, which is experiencing a net cancelation of customer contracts, that more than offset modest growth from Galaxy, for which a large construction-sector contract concluded in mid-Q2 2023, and Community Network Partners. This segment reported a net loss before income taxes of $(0.6) million (2022 – net income before income taxes of $3.1 million), inclusive of depreciation and amortization expense totaling $3.5 million (2022 – $3.9 million) and accrued restructuring costs of $0.5 million (2022 – $nil). The operating costs of the Network Services segment, salary expense in particular, increased year-over-year due to incremental investment in growth initiatives.

• Revenue from the Real Estate segment was $4.0 million in 2023 (2022 – $nil) with the year-over-year increase attributable to property management and development services contracts acquired in the first half of 2023. For the year ended December 31, 2023, this segment recorded net income before income taxes of $0.2 million (2022 – $0.1 million), inclusive of depreciation and amortization expense of $0.6 million (2022 – $nil).

• The Distributed Power segment recorded revenues of $2.4 million (2022 – $1.6 million) with a portion of the increase related to merchant power revenue from a project that entered service during the third quarter of 2023. This segment reported a net loss before income taxes of $(2.0) million (2022 – $(1.0) million net loss before income taxes) inclusive of asset impairment charges totaling $6.1 million (2022 – $3.6 million), 2 comprised of $5.2 million (2022 – $0.3 million) related to equipment revaluations and $0.9 million (2022 – $3.3 million) related to revised estimates of the economics of two projects under development.

• In 2023, the Specialty Finance segment recognized earnings of $3.0 million (2022 – loss of $(4.7) million) in relation to its investment in Crown Partners Fund, including $2.1 million in respect of its limited partnership interest and $0.9 million in respect of its general partnership interest in the fund. The yearover- year improvement is primarily due to the recognition of a larger provision for expected credit loss in 2022, which negatively impacted our share of losses in the prior year.

• Total equity at year-end decreased to $38.2 million, from $50.7 million at the end of 2022, due to a net loss attributable to shareholders of $12.2 million and share repurchases of $0.4 million. Total equity per share decreased to $6.84 per basic share from $8.98 per basic share as at December 31, 2022.

• Since September 30, 2023, Crown has not satisfied certain financial covenant clauses of its credit agreement with its bank. Accordingly, the bank is contractually entitled to request immediate repayment of the outstanding loan in the amount of $27.4 million and the outstanding balance is presented as a current liability as at December 31, 2023. The Corporation’s bank has not requested early repayment of the loan. On December 29, 2023, Crown’s credit facility was amended to reduce the operating loan limit from $10.0 million to $5.0 million, to provide additional security in support of the loan, and to provide access to an additional $2.1 million on the operating loan on a non-margined basis until February 29, 2024. Management is currently in discussions with lenders regarding replacing its current credit facility and multiple financing options are being considered; however, there is no assurance that such arrangements will become available.

• On December 29, 2023, Crown completed a non-brokered private placement offering of 1,500 units at a price of $980 per unit for gross proceeds of $1.5 million. Each unit is comprised of one 10% redeemable secured subordinated debenture in the principal amount of $1,000 maturing on June 30, 2025 and 50 common share purchase warrants with each warrant entitling the holder to purchase one Common Share at a price of $7.00 per Common Share until December 29, 2026. This offering was fully subscribed by directors of the Corporation.

• In December 2023, Crown’s subsidiary Community Network Partners completed the construction and testing of the first segment of its fiber network in connection with the province’s Accelerated High-Speed Internet Program, the first internet service provider to reach this milestone in relation to this program, at which time it recognized as a receivable the related grant funding, which was subsequently received in March 2024.

“2023 was a challenging year for Crown as we continued to transition from an asset management and investment platform to an operating business focused on a handful of key growth industries. Slower than anticipated realization of proceeds from our non-core assets coupled with unanticipated weakness in our two largest verticals, Network Services and Distribution Services, caused us to be offside on some of the covenants of the banking facility we put in place in early 2023. Further, our book value was negatively affected as we adjusted the value of certain assets of Crown Power Fund in preparation of selling them,” said Chris Johnson, President and CEO of Crown. “While we had our challenges, we achieved a number of significant milestones and we exited last year on a strong footing with our operating companies. We also have reasonable visibility on the liquidation of non-core assets and intend to apply any proceeds against our outstanding indebtedness,” added Mr. Johnson.

Q4 2023 Financial Highlights

• Crown recognized a net loss of $(8.5) million ($1.52 loss per basic share) in Q4 2023 compared to a net loss of $(3.3) million ($0.58 loss per basic share) in Q4 2022. The net loss in Q4 2023 is inclusive of aggregate impairment charges of $6.1 million (2022 – $nil) in respect of distributed power-related equipment and equipment under development, as well as deferred tax expense of $2.8 million (2022 – recovery of $0.6 million).

• Crown recognized a net loss before income taxes in respect of the Network Services segment of $(0.7 million) (2022 – $(0.4) million), inclusive of depreciation and amortization expense totaling $1.3 million (2022 – $0.9 million). Network services revenue in Q4 2023 decreased by 18% year-over-year for the aforementioned reasons, and by 31% quarter-over-quarter due primarily to unusually high revenue related to hardware sales and installation completed in the previous quarter.

• Our Distribution Services segment recognized a net loss before income taxes of $(1.2) million (2022 – $(1.4) million), inclusive of depreciation and amortization expense totaling $1.5 million (2022 – $1.0 million). Distribution services revenue increased by 26% year-over-year due primarily to increased capacity utilization and customer activity levels at facilities that commenced operations in 2022 and 2023. The net loss in Q4 2023 reflects start-up costs in respect of certain facilities of Go Direct Global that are in various stages of achieving scale.

• In Q4 2023, Crown recognized a net loss before income taxes in respect of the Distributed Power segment of $(2.7) million (2022 – net income before taxes of $0.1 million), inclusive of aggregate impairment charges of $6.1 million (2022 – $3.6 million) recorded in respect of distributed power equipment and equipment under development.

• Our share of earnings of Crown Partners Fund was $0.5 million, a year-over-year increase compared with a loss of $(0.7) million in Q4 2022, with the improvement primarily due to an increase in the estimated fair value of certain equity securities of Crown Partners Fund in Q4 2023.

Q4 & FY2023 Financial Results Summary

About Crown Capital Partners (TSX:CRWN)
Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a capital partner to entrepreneurs and growth businesses mainly operating in the telecommunications infrastructure, distribution services, and distributed power markets. We focus on growth industries that require a specialized capital partner, and we aim to create long-term value by acting as both a direct investor in operating businesses serving these markets and as a manager of investment funds for institutional partners. For additional information, please visit crowncapital.ca.

FORWARD-LOOKING STATEMENTS
This news release contains certain “forward looking statements” and certain “forward looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements, management’s beliefs, expectations or intentions regarding the distribution services market, the network services market and the general economy, Crown’s business plans and strategy, including anticipated investment dispositions and capital deployments and the timing thereof, anticipated refinancing activity and Crown’s future earnings. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Crown’s periodic filings with Canadian securities regulators. See Crown’s most recent annual information form for a detailed discussion of the risk factors affecting Crown. In addition, Crown’s dividend policy will be reviewed from time to time in the context of the Corporation’s earnings, financial requirements for its operations, and other relevant factors and the declaration of a dividend will always be at the discretion of the board of directors of the Corporation. Crown undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

For further information, please contact:
Michael Overvelde
Chief Financial Officer
investor.relations@crowncapital.ca
(416) 640-6887