Crius Shareholders Overwhelmingly Approve Vistra Transaction

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

TORONTO, March 28, 2019 /CNW/ - Crius Energy Trust (the "Trust" or "Crius Energy") (TSX: KWH.UN) is pleased to announce the results of its special meeting of unitholders of the Trust ("Unitholders") held earlier today to approve the Vistra Transaction (as defined herein) (the "Meeting").

The purpose of the Meeting was to consider and vote upon a special resolution of Unitholders (the "Transaction Resolution") approving the transactions contemplated in the purchase agreement made as of February 7, 2019 (as amended on February 19, 2019, and as may be further amended in accordance with its terms) (the "Purchase Agreement") among the Trust, Crius Energy Commercial Trust, Vistra Energy Corp. (the "Purchaser Parent") and Vienna Acquisition B.C. Ltd. (the "Purchaser"), a wholly-owned subsidiary of the Purchaser Parent (such transactions, collectively, the "Vistra Transaction").

A total of 29,615,241 Units were present in person or represented by proxy at the Meeting, representing approximately 52.32% of the issued and outstanding Units.

Approval of Vistra Transaction

For the Vistra Transaction to proceed, the Transaction Resolution required the approval of (i) a majority of at least two-thirds (66 ⅔%) of the votes cast at the Meeting, either by Unitholders attending in person or voting by proxy, and (ii) a simple majority (50%) of the votes cast at the Meeting, either by Unitholders attending in person or voting by proxy, excluding any votes cast by Mr. Michael Fallquist. See below for a summary of the voting on the Transaction Resolution.

(i) Two-Thirds Vote

FOR		AGAINST
(#)	(%)	(#)	(%)
29,060,039	98.13	555,202	1.87

(ii) Majority of Majority Vote (Excluding Mr. Fallquist)

FOR		AGAINST
(#)	(%)	(#)	(%)
27,807,239	98.04	555,202	1.96

A report of voting results describing the matter voted upon at the Meeting has been filed on SEDAR (www.sedar.com) under the Trust's issuer profile.

Transaction Update

The parties filed the required notification and report forms with the Antitrust Division of the Department of Justice and the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the waiting period under the HSR Act expired at 11:59 p.m. on March 21, 2019.

Having obtained the requisite approval of the Transaction Resolution at the Meeting, the parties are continuing to work diligently towards closing the Vistra Transaction. To that end, the parties are awaiting approval from the Federal Energy Regulatory Commission ("FERC") in order to consummate the Vistra Transaction. The parties expect to close the Vistra Transaction no later than the fifth business day after the receipt of such FERC approval, subject to the satisfaction or waiver of other customary closing conditions.

About Crius Energy Trust

With more than 1 million residential customer equivalents, Crius Energy provides competitive electricity and natural gas products to residential and commercial customers in 19 states and the District of Columbia in the United States. Crius Energy sells energy products through a family of brands strategy utilizing a multi-channel sales approach including exclusive partnerships, direct-to-consumer channels, and broker marketing channels. Crius Energy offers consumers a broad suite of energy products and services including fixed and variable contracts, renewable energy, and bundled products to support their energy needs beyond what is offered by their local utility.

The Trust intends to continue to qualify as a "mutual fund trust" under the Income Tax Act (Canada) (the "Tax Act"). The Trust will not be a "SIFT trust" (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which precludes the Trust from holding any "non-portfolio property" (as defined in the Tax Act). Material information pertaining to Crius may be found on SEDAR (www.sedar.com) under Crius Energy's issuer profile or on Crius Energy's website at www.criusenergytrust.ca.

Caution Regarding Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") including, without limitation, statements relating to the receipt of FERC approval; satisfaction or waiver of the closing conditions in the purchase agreement; the timing and ability of the parties to close the Vistra Transaction. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. All forward-looking statements reflect the Trust's beliefs and assumptions based on information available at the time such statements were made. Actual results or events may differ from those predicted, assumed or inferred in forward-looking statements. All of the Trust's forward-looking statements are qualified by: (i) the assumptions that are stated or inherent in such forward-looking statements; (ii) the risks described in the sections entitled "Risk Factors" and "Forward-Looking Statements" in the annual information form of the Trust for the fiscal year ended December 31, 2018, dated March 14, 2019, which is available on SEDAR (www.sedar.com) under the Trust's issuer profile and on the Trust's website (www.criusenergytrust.ca). Forward looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Although the Trust has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Trust disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except in accordance with applicable securities laws.

SOURCE Crius Energy Trust

Michael Fallquist, Chief Executive Officer, Crius Energy Trust, [phone]; Roop Bhullar, Chief Financial Officer, Crius Energy Trust, [phone]; Kelly Castledine, Investor Relations, Crius Energy Trust, [phone]

Related Links

http://www.criusenergy.com/