Crius Energy Trust
TSX : KWH.UN

Crius Energy Trust

June 05, 2017 15:27 ET

Crius Energy Trust Announces Filing of Preliminary Short Form Prospectus in Connection With "Bought Deal" Offering of Subscription Receipts

TORONTO, ONTARIO--(Marketwired - June 5, 2017) -

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

Crius Energy Trust ("Crius" or the "Trust") (TSX:KWH.UN) announces that it has filed a preliminary short form prospectus in each of the provinces of Canada (except Québec) to qualify the distribution of 11,224,500 subscription receipts of the Trust ("Subscription Receipts"), and has obtained a receipt from the Ontario Securities Commission therefor. The Subscription Receipts are being issued pursuant to the previously announced "bought deal" offering of Subscription Receipts at a price of C$9.80 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds of C$110,000,100 (the "Offering"). Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action on the part of such holder, one unit of the Trust immediately prior to the closing of the acquisition by the Trust of U.S. Gas & Electric, Inc., provided that a termination event has not occurred.

The Trust has also granted the underwriters an option (the "Over-Allotment Option") to purchase up to an additional 1,683,675 Subscription Receipts (the "Additional Subscription Receipts") at a price of C$9.80 per Additional Subscription Receipt. If the Over-Allotment Option is exercised in whole or in part following the closing of the acquisition by the Trust of U.S. Gas & Electric, Inc., the option will entitle the underwriters to purchase, in lieu of Additional Subscription Receipts, an equal number of units of the Trust (the "Additional Units") at the Offering Price per Additional Unit.

The Offering is expected to close on or about June 20, 2017, subject to satisfying certain closing conditions, including approval of the Toronto Stock Exchange.

Copies of the preliminary short form prospectus and documents incorporated therein can be obtained on request from the Chief Executive Officer of Crius by sending a written request to One First Canadian Place, Suite 3400, P.O. Box 130, Toronto, Ontario, Canada, M5X 1A4 (telephone: (203) 663-7545), and are available electronically under Crius' issuer profile on SEDAR at www.sedar.com.

About Crius

Crius provides investors with a distribution-producing investment through its 100% ownership interest in Crius Energy, LLC (the "Company"). With over one million 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 16 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 Crius may be found on SEDAR under the Trust's issuer profile at www.sedar.com or on the Trust's website at www.criusenergytrust.ca.

Caution Regarding Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively, "Forward-Looking Statements") that involve substantial known and unknown risks and uncertainties, most of which are beyond the control of Crius, including, without limitation, those risks described in the annual information form of the Trust for the fiscal year ended December 31, 2016, dated March 16, 2017 (under the heading "Risk Factors") and in the MD&A of the Trust for the three month period ended March 31, 2017. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words of phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated", "intends", "plans", "forecast", "projection" and "outlook") are not historical facts and may be Forward-Looking Statements which involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such Forward-Looking Statements. Forward-Looking Statements in this news release include, but are not limited to, the anticipated timing for completion by the Trust of the Offering, if at all; the ability of the Trust to complete the acquisition of U.S. Gas & Electric, Inc., if at all; the timing and receipt of required approvals for the Offering; and the Trust's objectives and status as a "mutual fund trust" and not a "SIFT trust". These Forward-Looking Statements are based on reasonable assumptions and estimates of management of the Trust at the time such statements were made. Actual future results may differ materially as Forward-Looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Trust to materially differ from any future results, performance or achievements expressed or implied by such Forward-Looking Statements. Crius cautions investors of the Trust's securities about important factors that could cause Crius' actual results to differ materially from those projected in any Forward-Looking Statements included in this news release. 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 Crius does not assume any obligation to update or revise them to reflect new events or circumstances, except as required by law.

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