Mr. Michael Overvelde reports

CROWN CAPITAL ANNOUNCES PROPOSED DEBENTURE AMENDMENTS AND DEFAULT WAIVER FOR 12% SECURED SUBORDINATED DEBENTURES

Crown Capital Partners Inc., further to its news release dated June 25, 2026, announcing the entering into of a share purchase agreement to sell all of the issued and outstanding shares of its subsidiary, Galaxy Broadband Communications Inc., to Calian Group Ltd., will seek approval of the holders of the corporation's 12 per cent secured subordinated debentures due Dec. 31, 2026, for a resolution at a meeting of the debentureholders to be held at the offices of the corporation, 121 King St. W, Suite 840, Toronto, Ont., on Aug. 11, 2026, at 10 a.m. Eastern Time.

If approved by the debentureholders at the meeting, the debentureholder resolution would:

1. Authorize and approve certain amendments to the corporation's second amended and restated trust indenture dated Oct. 25, 2024, between the corporation and TSX Trust Company, and authorize the debenture trustee to enter into a third amended and restated trust indenture with the corporation to:
   1. Permit the corporation to complete the Galaxy transaction free of the security interest created by the indenture notwithstanding that the sale of the Galaxy shares to Calian 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;
   2. Extend the maturity date of the debentures from Dec. 31, 2026, to Dec. 31, 2027;
   3. 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: (i) the corporation pays all outstanding interest on the debentures as at Dec. 31, 2027; (ii) 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 (iii) such option is exercised at least 30 days prior to Dec. 31, 2027, and may only be exercised once;
   4. Amend the interest payment dates from occurring annually on Dec. 31 of each year to only at maturity or redemption of the debentures;
   5. 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;
   6. Eliminate the ability of the corporation to incur senior indebtedness (as defined in the amended and restated indenture) following the repayment of the senior indebtedness of the corporation to Sandton Investments IX (Luxembourg) S.A.R.L. and the redemption of the $1.5-million principal amount of unlisted debentures of the corporation, other than up to $1-million of senior indebtedness to be used for general corporate purposes;
   7. 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;
   8. Eliminate the ability of the corporation to satisfy interest obligations by issuing and selling its shares through investment bankers under the indenture;
2. Waive 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. 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 by the corporation following the effective date of the debenture amendments. In the event that the deferred interest payment is not made by the deferred interest payment deadline, the default waiver will be of no further force or effect.

The board of directors of the corporation believe that the debenture amendments and default waiver provide the following advantages:

1. Completion of Galaxy transaction: The debenture amendments will allow the corporation to complete the Galaxy transaction. Without the debenture amendments, the corporation will not be able to complete the Galaxy transaction.
2. Payment of the deferred interest payment and the June, 2026, interest payment: If the Galaxy transaction is completed, the debentureholders will receive: (a) the deferred interest payment, which will be approximately $161.82 per $1,000 principal amount of debentures; and (b) the June, 2026, interest payment, which will be approximately $60 per $1,000 principal amount of debentures.
3. Payment of Sandton indebtedness: If the Galaxy transaction is completed, a large portion of the net proceeds from the Galaxy transaction will be used to repay the entire amount of the Sandton indebtedness. This will significantly reduce the amount of the corporation's debt that ranks in priority to the debentures.
4. Redemption of 2025 debentures: If the Galaxy transaction is completed, a portion of the net proceeds from the Galaxy transaction will be used to redeem the 2025 debentures in accordance with their terms. This will further reduce the amount of the corporation's debt that ranks in priority to the debentures.
5. Elimination of senior indebtedness: If the Galaxy transaction is completed, following the repayment of the Sandton indebtedness and the redemption of the 2025 debentures, the corporation will no longer have any senior indebtedness ranking in priority to the debentures. The debenture amendments will prohibit the corporation from incurring any additional senior indebtedness in excess of $1-million. This will greatly improve the relative security position of the debentures.
6. Extension of maturity date: The extension of the maturity date, and the option granted to the corporation to extend the maturity date for an additional year, will afford debentureholders a longer period of time during which to receive interest at a favourable rate and to potentially receive a fee of 0.1 per cent for each month that the maturity date of the debentures is extended past Dec. 31, 2027. The extension of the maturity date will also provide the corporation with additional time to fund the repayment of the debentures from the proceeds of asset sales or otherwise.
7. Prohibition of dividends and issuer bids: The removal of the ability of the corporation to pay dividends on the common shares or undertake any issuer bids for common shares while any debentures remain outstanding provides significant incentive for the corporation to repay the debentures and ensures that holders of common shares will not receive preferential treatment over holders of debentures.

The effective date of the debenture amendments will be the later of: (a) a minimum of five trading days following the approval of the debentureholder resolution; and (b) immediately prior to the closing of the Galaxy transaction once all conditions precedent to the closing of the Galaxy transaction have been satisfied or waived, other than the release of funds and those relating to the debenture amendments. Further particulars of the expected benefits of the debenture amendments and default waiver are described in the management information circular of the corporation relating to the meeting and the related meeting materials, which will be made available under the corporation's profile on SEDAR+ and mailed to the debentureholders in the coming days.

The debentureholder resolution will only be effective if passed by an extraordinary resolution of the holders of at least 66-2/3rd per cent of the principal amount of the debentures present in person or by proxy at the meeting and entitled to vote in respect of the debentureholder resolution. Management recommends that debentureholders vote in favour of the debentureholder resolution.

The TSX has conditionally approved the debenture amendments. The debenture amendments remain subject to the final approval of the TSX.

Debentureholders may vote on or before 10 a.m. Eastern Time on Aug. 7, 2026, by following the voting instructions set out in the circular. Only debentureholders of record at the close of business on July 8, 2026, will be entitled to vote at the meeting.

We seek Safe Harbor.