Crown Capital Partners Inc. — Proxy Solicitation & Information Statement 2025

Jun 5, 2025

CROWN CAPITAL PARTNERS INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 26, 2025

TO THE SHAREHOLDERS OF CROWN CAPITAL PARTNERS INC.

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (“Common Shares”) in the capital of Crown Capital Partners Inc. (“Crown” or the “Corporation”) will be held in the offices of the Corporation at Suite 840, 121 King Street, Toronto, Ontario at 10:00 a.m. (Toronto time) on June 26, 2025 for the following purposes:

1. to receive the audited financial statements of the Corporation for the year ended December 31, 2024 and the report of the auditors thereon;
2. to appoint KPMG LLP as auditors of the Corporation for the ensuing year;
3. to elect the directors of the Corporation for the ensuing year;
4. to approve the issuance of Common Shares to insiders in payment of certain amounts owing to such insiders by the Corporation;
5. to consider, and if deemed appropriate, approve a private placement offering of: (i) $100,000 principal amount of 10% non-convertible redeemable secured subordinated debentures due June 30, 2026; and (ii) $1,400,000 principal amount of 10% convertible redeemable secured subordinated debentures of the Corporation due December 31, 2026 to certain insiders of the Corporation; and
6. to transact such other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.

Shareholders should refer to the information circular accompanying this Notice of Annual and Special Meeting of Shareholders for more detailed information with respect to the matters to be considered at the Meeting.

If you are a registered Shareholder and are unable to attend the Meeting in person, please date and execute the accompanying form of proxy and return it in the envelope provided to TSX Trust Company, the registrar and transfer agent of the Corporation, at 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1, Attention: Proxy Department, or by fax to 1-416-595-9593, by no later than 10:00 a.m. (Toronto time) on June 24, 2025 or two business days preceding the date of any adjournment or postponement. Shareholders may also appoint a proxyholder by Internet at www.voteproxyonline.com.

If you are not a registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy in accordance with the instructions provided to you by your broker or by the other intermediary.

The board of directors of the Corporation has fixed May 16, 2025 as the record date (the “Record Date”) for the Meeting. Shareholders of record at the close of business on the Record Date are entitled to notice of the Meeting and to vote thereat or at any adjournment(s) or postponement(s) thereof on the basis of one vote for each Common Share held, except to the extent that: (i) a registered Shareholder has transferred the ownership of any Common Shares subsequent to the Record Date; and (ii) the transferee

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of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he or she owns the Common Shares and demands, not later than 10 days before the Meeting, that his or her name be included on the list of persons entitled to vote at the Meeting, in which case, the transferee shall be entitled to vote such Common Shares at the Meeting. The transfer books will not be closed.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Christopher Johnson"

Christopher Johnson
President & Chief Executive Officer
May 23, 2025