CALGARY,
AB, Dec. 29, 2023 /CNW/ - Crown Capital
Partners Inc. ("Crown" or the "Corporation") (TSX: CRWN) today
announces that it 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 $10,000,000 to $5,000,000; (ii) providing for the operating loan
limit to be calculated with the inclusion of $2,130,000 on a non-margined basis until
February 29, 2024, which effectively
provides $2,130,000 in additional
funding to the Corporation until February
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 December 31,
2023.
In addition, the Corporation announces that it has completed a
non-brokered private placement offering (the "Offering") of 1,500
units of the Corporation ("Units") at a price of $980 per Unit for gross proceeds of $1,470,000. Each Unit is comprised of one 10%
redeemable secured subordinated debenture of the Corporation (each
a "Debenture") in the principal amount of $1,000 due June 30,
2025 (the "Maturity Date") and 50 common share ("Share")
purchase warrants of the Corporation (each a "Warrant"). 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 annum from the
date of issue, payable in arrears semi-annually on June 30 and December
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"). 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 ("MI 61-101"). 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% 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% 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."
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful. These
securities have not been, and will not be, registered under the
United States Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold in the United States or to U.S. persons unless
registered or exempt therefrom.
About Crown Capital Partners
(TSX:CRWN)
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. We focus on growth industries that require a specialized
capital partner, and we aim 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. For additional information, please visit
crowncapital.ca.
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 closing of
the Offering and the use of the proceeds of the Offering.
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.
