Toronto, Ontario--(Newsfile Corp. - September 10, 2026) - Grosvenor CPC I Inc. (TSXV: GRVA.P) ("Grosvenor" or the "Company") is pleased to announce that 9566-8216 Québec Inc. ("Finco"), a wholly-owned subsidiary of Grosvenor, has completed its previously announced non-brokered private placement offering of subscription receipts (the "Offering") in connection with the qualifying transaction of Grosvenor (the "Qualifying Transaction").
Pursuant to the Offering, Finco issued 13,125,000 subscription receipts (the "Subscription Receipts") at a price of $0.40 per Subscription Receipt for aggregate gross proceeds of $5,250,000.
The gross proceeds from the Offering (the "Escrowed Funds") have been delivered to TSX Trust Company, as subscription receipt agent. The Escrowed Funds will be held in escrow pending satisfaction of certain escrow release conditions tied to the closing of the Qualifying Transaction. Upon satisfaction of those conditions, each Subscription Receipt will automatically convert into one Finco share on a 1:1 basis, and each Finco share will immediately be exchanged for one share of Grosvenor (after giving effect to the 3:1 share consolidation) all as more fully described in the Company's August 28, 2026 news release.
In connection with the Offering and pursuant to finder's agreements between Grosvenor and certain finders (each a "Finder"), including Palos Wealth Management Inc., an affiliate of Palos Private Capital Inc. (a company controlled by two directors of Grosvenor), the Finders will be entitled to: (i) a cash commission of $281,220; and (ii) 503,050 non-transferrable Finco finders warrants ("Finco Warrants"), each exercisable to acquire one post-consolidation share of Grosvenor immediately following the Qualifying Transaction (the "Resulting Issuer") at $0.40 for a period of three years from the date of satisfaction of the escrow release conditions associated with the Offering. The cash commission will be paid, and the Finco Warrants will be issued, following completion of the Qualifying Transaction.
Subscription Receipts issued in connection with the Offering are subject to a four month and one day statutory hold period pursuant to applicable securities laws.
The net proceeds of the Offering are expected to be used to fund (i) the costs of the Qualifying Transaction and the listing of the Resulting Issuer, including legal, audit, transfer-agent and related professional fees; (ii) the evaluation, due diligence and pursuit of acquisitions of additional small-scale hydroelectric generating assets, consistent with the Resulting Issuer's acquisition-led growth strategy; (iii) capital and maintenance expenditures on, as well as optimization of, the Resulting Issuer's existing generating stations; and (iv) working capital and general corporate purposes.
Certain directors of Grosvenor (each, a "Related Party") participated in the Offering and purchased a total of 125,000 Subscription Receipts. Participation by Related Parties constitutes a related party transaction as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the Subscription Receipts subscribed for by the Related Parties, nor the consideration for the Subscription Receipts paid by the Related Parties, exceeds 25% of the Company's market capitalization for the purposes of MI 61-101. The Company will file a material change report in respect of closing of the Offering. However, the material change report will be filed less than 21 days prior to the closing of the Offering, which is consistent with market practice and the Company deems reasonable in the circumstances.
Annual General and Special Meeting of Shareholders
The annual and special meeting of shareholders (the "Meeting") of Grosvenor will be held on September 16, 2026 at 10:00 a.m. (Montreal Time) at the offices of Palos Wealth Management Inc., 1 Place Ville-Marie, Suite 1670, Montreal, Québec, H3B 2B6. At the Meeting, Grosvenor's shareholders will be asked to vote upon the following matters: (a) the election of each of Philippe Marleau, Charles Marleau, and Guillaume Poulin (the "Original Board") to the board of directors of Grosvenor; (b) increasing the size of the board to seven (7) and electing Philippe Marleau, David St-Roch, Jean-François St-Roch, Quentin Bricard, Martin Dallaire, Tyson Clinton, and Pierre Vézina to the board to replace the Original Board, conditional and effective upon the completion of the Qualifying Transaction; (c) the appointment of auditors and to authorize the directors to fix their remuneration; (d) Grosvenor's 10% rolling stock option plan (the "Legacy Option Plan"); (e) Grosvenor's new equity incentive plan (the "New Plan"), to become effective as the only security based compensation plan of Grosvenor upon completion of the Qualifying Transaction with the New Plan to replace the Legacy Option Plan (and the Legacy Option Plan to cease to be utilized) immediately following the completion of the Qualifying Transaction; (f) the consolidation of the Grosvenor shares on a basis not to exceed three pre-consolidation shares for every one post-consolidation share; (g) the completion by Grosvenor of a change of name to "Energen Canada Inc." or such other name as may be determined; (h) the continuation by Grosvenor from the Canada Business Corporations Act to the Business Corporations Act (Québec); and (i) to grant an aggregate of 553,333 non-transferrable warrants to Philippe Marleau, Charles Marleau, and Guillaume Poulin. Further information on the Meeting will be available on Grosvenor's SEDAR+ issuer profile on sedarplus.ca.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that: all applicable shareholder and regulatory approvals for the Qualifying Transaction will be received and the Meeting will be held at the time and in the manner contemplated herein and will proceed as intended. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
About Grosvenor
Grosvenor is a Capital Pool Company (as defined in the policies of the TSXV) listed on the TSX Venture Exchange ("TSXV" or the "Exchange"). Grosvenor has no commercial operations and no assets other than cash.
For more information, please contact:
Grosvenor CPC I Inc.
Philippe Marleau
CEO, CFO
pmarleau@palos.ca
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement (or other applicable disclosure document) of Grosvenor to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Grosvenor should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/313931
