Crown Capital Announces Agreement to Sell Galaxy Broadband Communications to Calian

CALGARY, AB, June 25, 2026 /CNW/ - Crown Capital Partners Inc. ("Crown" or the "Corporation") (TSX: CRWN) today announced that it has entered into a share purchase agreement (the "Galaxy Transaction") to sell all of the issued and outstanding shares of its subsidiary, Galaxy Broadband Communications Inc. ("Galaxy"), to Calian Group Ltd. (TSX: CGY) ("Calian"). Galaxy is a Canadian leader in satellite communications and remote connectivity solutions. Completion of the Galaxy Transaction is subject to the satisfaction of certain conditions, including the approval of the holders of Crown's outstanding 12% Senior Secured Debentures (TSX: CRWN.NT) (the "Debentureholders"), as described below.

Transaction Terms

Under the terms of the share purchase agreement, total consideration payable to Crown and its subsidiaries is up to $51.5 million, comprised of:

• $24.0 million payable in cash at closing, subject to a 1 year, 10% holdback to deal with post closing adjustments if any; and
• up to an additional $27.5 million in consideration payable over the three years following closing subject to the financial performance of Galaxy.

The Galaxy Transaction is expected to close in August 2026, subject to the satisfaction or waiver of customary closing conditions and the approval of Crown's Debentureholders. There can be no assurance that the Galaxy Transaction will be completed on the terms described herein, or at all.

About Galaxy Broadband

Founded by Rick Hodgkinson, one of Canada's satellite pioneers, Galaxy Broadband delivers secure and resilient communications and connectivity solutions to government, defense, critical infrastructure and remote community customers across Canada. Galaxy is a recognized provider of low Earth orbit (LEO) satellite, private wireless and multi-orbit connectivity solutions, supporting organizations operating in some of Canada's most remote and challenging environments, including Northern Canada.

Management Commentary

"The sale of Galaxy Broadband to Calian represents an important step in our previously announced strategy to realize value from Crown's assets and strengthen the Corporation's financial position," said Chris Johnson, President and Chief Executive Officer of Crown. "Calian is a strong, well-capitalized acquirer whose space and defense focus is an excellent fit for Galaxy's team, customers and capabilities. We believe this transaction delivers a compelling outcome for our stakeholders, and we look forward to seeking the support of our Debentureholders as we move toward completion."

Debentureholder Approval and Meeting

Completion of the Galaxy Transaction is conditional upon, among other things, the approval of Crown's Debentureholders. Crown intends to seek that approval at a meeting of Debentureholders (the "Meeting") to be called for that purpose.

In connection with the Meeting, Crown intends to prepare and file a management information circular (the "Circular") containing details of the Galaxy Transaction and the matters to be considered at the Meeting. Crown expects to file and mail the Circular in the coming days, with the Meeting expected to be held by the end of August 2026. Further details regarding the Meeting, including the record date and voting procedures, will be set out in the Circular and accompanying materials when they are made available. This news release does not constitute a solicitation of any vote or approval.

Use of Proceeds

Crown intends to apply the net proceeds of the Galaxy Transaction to the repayment of its senior credit facility and senior subordinated debentures, to pay the interest which was due on December 31, 2025 on its Debentures, and to fund other obligations of the Corporation. The additional consideration payable in future years, together with activities to maximize the value of remaining assets, is expected to provide liquidity to satisfy other obligations of the Corporation and to realize value for shareholders.

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 expected timing and completion of the Galaxy Transaction, the receipt of Debentureholder approval, regulatory and other approvals, the timing for filing and mailing of the Circular and holding of the Meeting, the amount and timing of consideration to be received, the use of proceeds, and the Corporation's strategy, liquidity and restructuring objectives. 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.

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