Crius Energy Trust
TSX : KWH.UN

Crius Energy Trust

June 27, 2017 09:08 ET

Crius Energy Trust Closes Over-Allotment Option in Full Relating to Previously Announced Subscription Receipt Offering for Additional Gross Proceeds of C$16.5 Million

TORONTO, ONTARIO--(Marketwired - June 27, 2017) -

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

Crius Energy Trust ("Crius" or the "Trust") (TSX:KWH.UN) is pleased to announce that it has closed in full the Over-Allotment Option (as defined below) granted to the Underwriters (as defined below), resulting in the issuance of 1,683,675 additional subscription receipts of the Trust (the "Additional Subscription Receipts") at a price of C$9.80 per Additional Subscription Receipt for total additional gross proceeds of C$16,500,015. Each Additional 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.

On June 20, 2017, the Trust announced the closing of its previously announced "bought deal" public offering of 11,224,500 subscription receipts of the Trust ("Subscription Receipts") at a price of C$9.80 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds of $110,000,100 (the "Offering"). In connection with the Offering, a syndicate of underwriters co-led by Desjardins Capital Markets, RBC Capital Markets and National Bank Financial Inc. (collectively, the "Co-Lead Underwriters"), and including Canaccord Genuity Corp., Scotia Capital Inc., CIBC World Markets Inc., Cormark Securities Inc. and Raymond James Ltd. (collectively, with the Co-Lead Underwriters, the "Underwriters") were granted an option (the "Over-Allotment Option") to purchase up to an additional 1,683,675 Subscription Receipts (the "Additional Subscription Receipts") at the Offering Price, exercisable in whole or in part, for a period of 30 days commencing on June 20, 2017.

The gross proceeds from the Offering and the Over-Allotment Option, less an amount equal to (i) 50% of the commission of the Underwriters, and (ii) the costs and expenses of the Underwriters payable by the Trust (collectively, the "Escrowed Funds") have been deposited with Computershare Trust Company of Canada, as escrow agent (the "Escrow Agent") to be invested in one or more interest-bearing trust accounts maintained by the Escrow Agent pursuant to the terms of the subscription receipt agreement dated June 20, 2017 (the "Subscription Receipt Agreement") among the Trust, the Escrow Agent and the Co-Lead Underwriters (on behalf of the Underwriters), until the earlier of (i) the satisfaction (or waiver) of the escrow release conditions, relating to the closing of the acquisition by the Trust of U.S. Gas & Electric, Inc., or (ii) the occurrence of a termination event, each as more particularly described in the Subscription Receipt Agreement.

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

Crius provides investors with a distribution-producing investment through its indirect 100% ownership interest in Crius Energy, LLC (the "Company"). With over one million residential customer equivalents, the Company provides innovative electricity, natural gas and solar products to residential and commercial customers through exclusive partnerships and direct-to-consumer marketing channels. Our unique brands offer consumers a broad suite of energy products and services including fixed and variable contracts, renewable energy, and bundled products to support their energy needs beyond what is offered by their local utility. Company growth is achieved organically with customers acquired through our diversified marketing channels and through accretive acquisitions in the deregulated energy and solar industries, where there is a significant opportunity to participate in the consolidation of market participants. The Company currently sells energy products in 16 states and the District of Columbia with plans to continue expanding its geographic reach. The Company is well positioned to deliver capital appreciation and stable, growing distributions to investors.

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.

Cautionary Statement Regarding Forward-Looking Information

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 ability of the Trust to complete the acquisition of U.S. Gas & Electric, Inc., if at all; the anticipated benefits of the acquisition by the Trust of U.S. Gas & Electric, Inc., if any; the anticipated use of proceeds of the Offering; 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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