CALGARY, AB, July 3, 2026 /CNW/ - Crown Capital Partners Inc. ("Crown" or the "Corporation") (TSX: CRWN) today announced that, further to its news release dated June 25, 2026 announcing the entering into of a share purchase agreement (the "Galaxy Transaction") to sell all of the issued and outstanding shares (the "Galaxy Shares") of its subsidiary, Galaxy Broadband Communications Inc. to Calian Group Ltd. (TSX: CGY) ("Calian"), it will seek approval of the holders (the "Debentureholders") of the Corporation's 12% Secured Subordinated Debentures (TSX: CRWN.NT) due December 31, 2026 (the "Debentures") for a resolution (the "Debentureholder Resolution") at a meeting of the Debentureholders to be held at the offices of the Corporation, 121 King Street West, Suite 840, Toronto, Ontario, on August 11, 2026 at 10:00 a.m. (Eastern Time) (the "Meeting").
If approved by the Debentureholders at the Meeting, the Debentureholder Resolution would:
authorize and approve certain amendments (the "Debenture Amendments") to the Corporation's second amended and restated trust indenture dated October 25, 2024 (the "Indenture") between the Corporation and TSX Trust Company (the "Debenture Trustee") and authorize the Debenture Trustee to enter into a third amended and restated trust indenture with the Corporation (the "Amended and Restated Indenture") to:
(i) 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;
(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 ("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 Amended and Restated Indenture) following the repayment of the senior indebtedness of the Corporation to Sandton Investments IX (Luxembourg) S.A.R.L. (the "Sandton Indebtedness") and the redemption of the $1,500,000 principal amount of unlisted debentures of the Corporation (the "2025 Debentures"), other than up to $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 ("TSX"); 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
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 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 "Deferred Interest Payment Deadline"). 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.