Mr. Michael Overvelde reports

CROWN CAPITAL ANNOUNCES APPROVAL OF AMENDMENTS TO CONVERTIBLE DEBENTURES AND DEFAULT WAIVER

At a special meeting of the holders of Crown Capital Partners Inc.'s 12 per cent secured subordinated debentures due Dec. 31, 2026, held today, the debentureholders approved an extraordinary resolution that:

1. Authorized and approved the corporation to enter into an amendment and restatement to the second amended and restated trust indenture dated Oct. 25, 2024, between the corporation and TSX Trust Company, which will amend the terms of the debentures to: (i) permit the corporation to sell all of the shares of its wholly owned subsidiary, Galaxy Broadband Communications Inc., to Calian Group Ltd. free of the security interest created by the indenture notwithstanding that such sale would be a sale of assets of the corporation not in the ordinary course of business of the corporation and, accordingly, not permitted under the indenture; (ii) extend the maturity date of the debentures from Dec. 31, 2026, to Dec. 31, 2027; (iii) grant the corporation the option to further extend the maturity date of the debentures for up to one year to Dec. 31, 2028, provided that: (a) the corporation pays all outstanding interest on the debentures as at Dec. 31, 2027; (b) the corporation pays a fee of 0.1 per cent of the principal amount of the debentures to the debentureholders for each month that the maturity date of the debentures is extended, such fee to be paid concurrently with the interest due on the debentures as at Dec. 31, 2027; and (c) such option is exercised at least 30 days prior to Dec. 31, 2027, and may only be exercised once; (iv) amend the interest payment dates from occurring annually on Dec. 31 of each year to only at maturity or redemption of the debentures; (v) prohibit the corporation from paying any dividends on the common shares of the corporation or acquiring any common shares by way of an issuer bid while any debentures remain outstanding; (vi) eliminate the ability of the corporation to incur senior indebtedness (as defined in the form of third amended and restated trust indenture attached as appendix B of the management information circular dated July 8, 2026) following the repayment of the Sandton indebtedness (as defined in the circular) and the redemption of the 2025 debentures (as defined in the circular), other than $1-million of senior indebtedness to be used for general corporate purposes; (vii) remove the requirement that the corporation use its best efforts to maintain the listing of the common shares and the debentures on the Toronto Stock Exchange; and (viii) eliminate the ability of the corporation to satisfy interest obligations by issuing and selling its shares through investment bankers under the indenture;
2. Waived the default by the corporation under the indenture for the failure to pay the outstanding interest on the debentures from June 30, 2024, to Dec. 31, 2025, on Dec. 31, 2025, subject to the requirement that the corporation pay: (a) the deferred interest payment; and (b) interest on the debentures from Jan. 1, 2026, to June 30, 2026, to debentureholders within 30 days of the completion of the Galaxy transaction.

A description of the debentureholder resolution is set out in the circular available under the corporation's profile on SEDAR+.

Debentureholders owning 57.805 per cent of the outstanding debentures voted. The detailed results of the vote are provided in the attached table.

The debenture amendments will become effective immediately prior to the closing of the Galaxy transaction. Management of the corporation anticipates that the Galaxy transaction will close in the coming days and will issue a news release once the closing date has been set.

The deferred interest payment and the June, 2026, 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 and the June, 2026, interest payment has been set by the corporation. In the event that the deferred interest payment and the June, 2026, interest payment are not made by the interest payment deadline, the default waiver will be of no further force or effect.

We seek Safe Harbor.