Mr. Michael Overvelde reports

CROWN CAPITAL ANNOUNCES AMENDMENT TO CREDIT FACILITY, CLOSING OF PRIVATE PLACEMENT OFFERING OF UNITS AND APPOINTMENT OF NEW DIRECTOR

Crown Capital Partners Inc. has entered into an agreement with Canadian Western Bank (CWB) which amends the terms of the corporation's credit facility with CWB as follows: (i) reducing the maximum amount of the corporation's operating loan limit from $10-million to $5-million; (ii) providing for the operating loan limit to be calculated with the inclusion of $2.13-million on a non-margined basis until Feb. 29, 2024, which effectively provides $2.13-million in additional funding to the corporation until Feb. 29, 2024; and (iii) grants CWB additional security on two real estate properties owned by the corporation in Ontario. Crown will continue to present the outstanding balance of its credit facility with CWB as a current liability as at Dec. 31, 2023.

In addition, the corporation announces that it has completed a non-brokered private placement offering of 1,500 units of the corporation at a price of $980 per unit for gross proceeds of $1.47-million. Each unit consists of one 10 per cent redeemable secured subordinated debenture of the corporation in the principal amount of $1,000 due June 30, 2025, and 50 common share purchase warrants of the corporation. Each warrant entitles the subscriber to purchase one share at an exercise price of $7.00 per share, subject to adjustment in certain events, at any time on or before the date that is 36 months from the date of issuance of the warrant.

The net proceeds received by the corporation from the offering will be used for general working capital purposes.

The debentures bear interest at a rate of 10 per cent per annum from the date of issue, payable in arrears semi-annually on June 30 and Dec. 31 of each year, commencing on June 30, 2024. The principal amount of each debenture, plus all accrued and unpaid interest thereon, shall be redeemable, in whole or in part, at the option of the corporation at any time after six months from the date of issuance and prior to the maturity date.

Each of the following insiders of the corporation participated in the offering directly or through corporations controlled by them or through persons related to them: John Brussa, Chris Johnson, Alan Rowe, Steven Sharpe, C. Robert Gillis and Charles Frischer. These insiders purchased all of the units sold pursuant to the offering. The insider subscriptions are considered to be a related party transaction" for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. 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 per cent 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 in Canada.

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

The corporation also announces that Charles Frischer has been appointed to the board of directors of the corporation. Mr. Frischer has been the general partner of LFF Partners, a family office based in Seattle, since 2004 and previously served as a principal at Zephyr Management LP, a New York-based private equity firm, and as a senior vice-president at Capri Capital. Mr. Frischer graduated from Cornell University in 1988 with a BA in government. He and his wife currently own approximately 11 per cent of the outstanding shares of Crown.

"We welcome Charlie to Crown's board of directors," said Alan Rowe, chair of Crown. "Charlie has a broad skill set that will serve us well as we continue to build out the Crown Capital platform."

About Crown Capital Partners Inc.

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. The company focuses on growth industries that require a specialized capital partner, and it aims 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.

We seek Safe Harbor.