Crown Capital Announces Approval of Amendments to Convertible Debentures and Default Waiver

CALGARY, AB, Aug. 11, 2026 /CNW/ -- Crown Capital Partners Inc. ("Crown" or the "Corporation") (TSX: CRWN) today announced that at a special meeting (the "Meeting") of the holders of its 12% secured subordinated debentures (the "Debentureholders") due December 31, 2026 (the "Debentures") held today, the Debentureholders approved an extraordinary resolution (the "Debentureholder Resolution") that:

1. authorized and approved the Corporation to enter into an amendment and restatement to the second amended and restated trust indenture dated October 25, 2024 (the "Indenture") between the Corporation and TSX Trust Company (the "Debenture Trustee") which will amend the terms of the Debentures (collectively, the "Debenture Amendments") to: (i) permit the Corporation to sell all of the shares of its wholly-owned subsidiary, Galaxy Broadband Communications Inc., to Calian Group Ltd. (the "Galaxy Transaction") 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 December 31, 2026 to December 31, 2027; (iii) grant the Corporation the option to further extend the maturity date of the Debentures for up to one year to December 31, 2028, provided that: (A) the Corporation pays all outstanding interest on the Debentures as at December 31, 2027; (B) the Corporation pays a fee of 0.1% 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 December 31, 2027; and (C) such option is exercised at least 30 days prior to December 31, 2027 and may only be exercised once; (iv) amend the interest payment dates from occurring annually on December 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 (the "Common Shares") 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 (the "Amended Indenture") attached as Appendix "B" of the management information circular dated July 8, 2026 (the "Circular")) 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 $1,000,000 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; and
   
   
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 December 31, 2025 (the "Deferred Interest Payment") on December 31, 2025 (the "Default Waiver"), subject to the requirement that the Corporation pay: (a) the Deferred Interest Payment; and (b) interest on the Debentures from January 1, 2026 to June 30, 2026 (the "June 2026 Interest Payment"), to Debentureholders within 30 days of the completion of the Galaxy Transaction (the "Interest Payment Deadline").

A description of the Debentureholder Resolution is set out in the Circular available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

Debentureholders owning 57.805% of the outstanding Debentures voted. The detailed results of the vote were as follows:

Votes in Favour	% in Favour	Votes Against	% Against
11,528 ($11,528,000 of Debentures)	99.715 %	33 ($33,000 of Debentures)	0.285 %

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 press 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.

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 Debenture Amendments, the Default Waiver, the Galaxy Transaction, the Deferred Interest Payment and the June 2026 Interest Payment. 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]