Crius Energy Trust
TSX : KWH.UN

Crius Energy Trust

July 02, 2015 09:03 ET

Crius Energy Trust Announces Closing of Bought Deal Financing Including Exercise in Full of Over-Allotment Option

TORONTO, ONTARIO--(Marketwired - July 2, 2015) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES

Crius Energy Trust (TSX:KWH.UN) (the "Trust") is pleased to announce that it has completed its previously announced public offering of 6,785,000 units ("Units") at a price of C$6.80 per Unit, which includes 885,000 Units issued pursuant to the exercise in full of the over-allotment option, for total gross proceeds of C$46.1 million (the "Offering").

The Offering was undertaken by a syndicate of underwriters co-led by Cormark Securities Inc., Scotiabank and RBC Capital Markets, and including Desjardins Capital Markets and Mackie Research Capital Corporation. The Units were issued under the Offering pursuant to a final short form prospectus dated June 23, 2015 (the "Final Prospectus"), filed by the Trust in each of the provinces and territories in Canada (except Québec).

The net proceeds of the Offering after transaction costs are being used by the Trust primarily to make an indirect investment (US$28.8 million) in additional membership units ("LLC Units") of Crius Energy, LLC (the "Company") from certain existing holders of LLC Units (the "LLC Units Acquisition"). After giving effect to the completion of the LLC Acquisition, the Trust will hold a 43.1% indirect ownership interest in the Company, representing a 16.3% increase. The remaining net proceeds of the Offering (approximately US$5.3 million) will be used for general corporate purposes.

"The closing of the transaction represents an important step in increasing, over time, the Trust's interest in the Company on a non-dilutive basis, which we believe will materially improve the Trust's float and trading liquidity," commented David Kerr, Chairman of the administrator of the Trust. "Additionally, the funds available for general corporate purposes will strengthen the Trust's balance sheet and support its growth opportunities."

Pursuant to National Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Trust has filed a material change report in relation to the transaction on SEDAR under the Trust's issuer profile at www.sedar.com. The Trust filed such material change report fewer than 21 days before the expected closing date of the LLC Acquisition, as the indirect offer by the Trust to purchase validly tendered LLC Units did not close until 11:59 p.m. (Toronto time) on July 1, 2015 and, as such, the participation of related parties in sales of LLC Units to Crius Energy Corporation, an indirect wholly-owned subsidiary of the Trust acquiring the LLC Units, could not be determined until such time. The aggregate proceeds payable to related party sellers of LLC Units is less than 25% of the market capitalization of the Trust and, as a result, will not be subject to the formal valuation or minority approval requirements of MI 61-101.

Further information relating to the Trust and the Offering is set forth in the Final Prospectus, which may be obtained on SEDAR under the Trust's issuer profile at www.sedar.com.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the Unites States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

About Crius Energy Trust

The Trust was established to provide investors with a distribution-producing investment through its ownership interest in the Company. With approximately 800,000 residential customer equivalents, the Company is a comprehensive energy solutions partner that provides electricity, natural gas and solar products to residential and commercial customers. The Company connects with energy customers through an innovative family-of-brands strategy and multi-channel marketing approach. This unique combination creates multiple access points to a broad suite of energy products and services that make it easier for consumers to make informed decisions about their energy needs. The Company currently sells energy products in 20 states and the District of Columbia with plans to continue expanding its geographic reach.

The Trust intends to continue to qualify as a "mutual fund trust" under the Income Tax Act (Canada) (the "Tax Act"). The Trust will not be a "SIFT trust" (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which precludes the Trust from holding any "non-portfolio property" (as defined in the Tax Act). Material information pertaining to the Trust may be found on SEDAR under the Trust's issuer profile www.sedar.com and on the Trust's website at www.criusenergytrust.ca.

Cautionary Statement Regarding Forward-Looking Information

This news release contains forward-looking information that involves substantial known and unknown risks and uncertainties, most of which are beyond the control of the Trust, including, without limitation, those listed under "Risk Factors" and "Forward-Looking Statements" in the Trust's Annual Information Form dated March 25, 2015 and the Final Prospectus (collectively, "forward-looking information"). Forward-looking information in this news release includes, but is not limited to, the Trust's objectives and status as a mutual fund trust and not a SIFT trust. The Trust cautions investors of the Trust's securities about important factors that could cause the Trust's actual results to differ materially from those projected in any forward-looking statements included in this news release. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that the expectations set out in this news release will prove to be correct and accordingly, prospective investors should not place undue reliance on these forward-looking statements. These statements speak only as of the date of this news release and the Trust does not assume any obligation to update or revise them to reflect new events or circumstances.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

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