Crown Capital Announces Closing of Private Placement Offering of Common Shares

CALGARY, AB, Feb. 18, 2025 /CNW/ - Crown Capital Partners Inc. ("Crown" or the "Corporation") (TSX: CRWN) today announces that it has completed a non-brokered private placement offering (the "Offering") of 84,000 common shares of the Corporation ("Common Shares") at a price of $1.50 per Common Share for gross proceeds of $126,000.  The net proceeds received by the Corporation from the Offering will be used for general working capital purposes.

John Brussa, an insider of the Corporation, purchased all of the Common Shares sold pursuant to the Offering (the "Insider Subscription"). The Insider Subscription is considered to be a "related party transaction" for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In accordance with MI 61-101, the Corporation is not required to obtain a formal valuation or minority approval of the Offering due to the fact that it may rely on an exemption to those requirements contained in MI 61-101, namely that the fair market value of the Offering is not more than 25% of the market capitalization of the Corporation.

All securities issued in connection with the Offering are subject to a hold period of four-months and one day from the date that they were issued.

The final closing of the Offering is subject to receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt therefrom.

The Corporation also announces today that on February 18, 2025, the Corporation paid a cash commitment fee of $126,000 to John Brussa in connection with a loan agreement dated August 12, 2024 between Mr. Brussa and a wholly owned subsidiary of the Corporation. The cash payment accepted by Mr. Brussa in settlement of the amount owed to him was at an approximate 40% discount to the actual amount owed to him by the Corporation. Mr. Brussa used the funds paid to him by the Corporation to purchase Common Shares pursuant to the Offering.

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 closing of the Offering and the use of the proceeds of the Offering. 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. 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

SOURCE Crown Capital Partners Inc.

For further information, please contact: Michael Overvelde, Chief Financial Officer, [email protected], [phone]