Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN) today announced that the previously disclosed sale of all of the issued and outstanding shares of its subsidiary, Galaxy Broadband Communications Inc., to Calian Group Ltd. (TSX: CGY) pursuant to a share purchase agreement dated June 25, 2026 (the “Galaxy Transaction”) has closed. The Galaxy Transaction was first announced by the Corporation in a news release dated June 25, 2026.
The total consideration payable to Crown and its subsidiaries pursuant to the Galaxy Transaction is up to $51.5 million, comprised of: (a) a base amount of $24,000,000, of which $2.55 million was deposited into escrow at closing, consisting of a $2.4 million indemnity escrow and a $150,000 working capital escrow, with the balance, subject to customary adjustments, paid to the Corporation at closing, (b) up to an additional $15,000,000 as an earnout which may become payable following each of the three twelve-month earnout periods after closing, if certain applicable adjusted EBITDA targets are achieved, and (c) up to an additional $12,500,000 as a supplemental earnout which may become payable following each of the three twelve-month earn-out periods after closing, if certain applicable adjusted EBITDA targets are achieved.
Crown intends to use the proceeds from the Galaxy Transaction as disclosed in the management information circular of Crown dated July 8, 2026 that was sent to all Debentureholders (as defined below) and is available on the Corporation’s profile on SEDAR+ at www.sedarplus.ca.
Immediately prior to the closing of the Galaxy Transaction, the amendments (the “Debenture Amendments”) to the Corporation’s 12% secured subordinated debentures due December 31, 2026 (the “Debentures”), which were approved by the holders of the Debentures (the “Debentureholders”) at a special meeting held on August 11, 2026, became effective. A description of the Debenture Amendments is set forth in the news release of the Corporation dated August 11, 2026. The completion of the Debenture Amendments was a requirement to close the Galaxy Transaction.
In connection with the Debenture Amendments coming into effect, Crown has entered into a third amended and restated trust indenture dated as of today’s date with TSX Trust Company governing the amended Debentures (the “Amended and Restated Indenture”). A copy of the Amended and Restated Indenture can be found on the Corporation’s profile on SEDAR+ at www.sedarplus.ca.
Source : Crown Capital Partners Inc.
