Grosvenor Enters into a Definitive Agreement with 9409-5072 Quebec Inc. and Gestion Faraday Énergie Inc. to Advance Qualifying Transaction

Grosvenor Enters into a Definitive Agreement with 9409-5072 Quebec Inc. and Gestion Faraday Énergie Inc. to Advance Qualifying Transaction

Toronto, Ontario--(Newsfile Corp. - August 28, 2026) - Grosvenor CPC I Inc. (TSXV: GRVA.P) (" Grosvenor " or the " Company "), 9409-5072 Quebec Inc. (" 9409-5072 ") and Gestion Faraday Énergie Inc. (" Faraday " and together with 9409-5072, the " Targets ") are pleased to announce that Grosvenor, 9572-0660 Québec Inc. (" Purchaseco "), 9409-5072, Faraday , the shareholders of 9409-5072 (the " 9409-5072 Shareholders ") and the shareholders of Faraday (the " Faraday Shareholders ") have entered into a definitive share transfer agreement dated August 27, 2026 (the " Share Transfer Agreement "), which replaces the letter of intent dated February 12, 2026 previously announced by the parties.

Pursuant to the Share Transfer Agreement, Purchaseco, a wholly-owned subsidiary of Grosvenor, will acquire all of the issued and outstanding shares of 9409-5072 and Faraday, and immediately thereafter, Purchaseco and 9566-8216 Québec Inc. (" Finco "), also a wholly-owned subsidiary of Grosvenor, will amalgamate to form "Amalco," which will become a wholly-owned subsidiary of Grosvenor (together with the related transactions described in this news release, the " Transaction ").

The Transaction is an arm's length "Qualifying Transaction" for Grosvenor, as such term is defined in Policy 2.4 of the Corporate Finance Manual (the " Policy ") of the TSX Venture Exchange (the " TSXV " or the " Exchange ").

Core Business of the Resulting Issuer

Following completion of the Transaction, Grosvenor (as the " Resulting Issuer ") will carry on the business of the Targets as a renewable-energy producer company that owns and operates three run-of-river hydroelectric generating stations in Québec - Chute-Blanche, Centrale Hydroélectrique La Sarre 1, société en commandite (" La Sarre 1 "), and Centrale Hydroélectrique La Sarre 2, société en commandite (" La Sarre 2 ") - with a combined installed capacity of approximately 3.3 MW, the entire output of which is sold to Hydro-Québec under long-term arrangements.

9409-5072

9409-5072 is a private company incorporated under the Business Corporations Act (Québec) (" QBCA ") on December 5, 2019. On July 1, 2026, 9409-5072 completed a short form vertical amalgamation with its subsidiary, Production hydroélectrique EnerGen ltée., and continued as a single business corporation under the name "9409-5072 Quebec Inc." 9409-5072 does business under the name "EnerGen Canada" and has one subsidiary, 9409-5999 Quebec inc. (" 9409-5999 "), which operates one hydro-electric power plant, Chute-Blanche hydroelectric generating station (1.5 MW), located in Sainte-Jeanne-d'Arc, Québec, on the Petite rivière Péribonka (" Chute-Blanche "). 9409-5999 was incorporated pursuant to the provisions of the QBCA on December 9, 2019. On December 18, 2020, 9409-5999 merged with 9408-5487 Quebec Inc. into a single business corporation under the name "9409-5999 Quebec Inc." Chute Blanche was commissioned in 1998 and was acquired by 9409-5999 in 2020. 9409-5999 generates renewable electricity and sells it to Hydro-Québec under a long-term power purchase agreement. 9409-5072's business is the generation and sale of renewable hydroelectric energy to Hydro-Québec.

Faraday

Faraday was incorporated pursuant to the provisions of the QBCA on April 21, 2016 under the name "Gestion Faraday Énergie Inc." Faraday is a private corporation which owns two subsidiaries, Hydro-Abitibi Inc. and Energie renouvelable Abitibi Inc. Those subsidiaries together hold all of the interests in two Québec limited partnerships, La Sarre 1 and La Sarre 2, in each case with Hydro-Abitibi Inc. acting as general partner and each of Hydro-Abitibi Inc. and Energie renouvelable Abitibi Inc. holding 50% of the limited partnership units. La Sarre 1 and La Sarre 2 own and operate two hydro-electric power plants, with installed capacities of 1,050 kW and 750 kW respectively, for a combined installed capacity of approximately 1,800 kW. Both plants are located on the La Sarre River, approximately 75 km north of Rouyn Noranda, Québec. Each station sells its output to Hydro-Québec: La Sarre 1 under a connection and purchase arrangement entered into in 1993, and La Sarre 2 under an arrangement entered into in 1994 and updated on October 23, 2015. Faraday's business is the generation and sale of renewable hydroelectric energy.

Selected Consolidated Financial Information of 9409-5072

Selected Consolidated Financial Information of Faraday

Terms of the Transaction

Pursuant to the Share Transfer Agreement, the 9409-5072 Shareholders will transfer all of their issued and outstanding 9409-5072 shares to Purchaseco in exchange for an aggregate of 16,687,782 shares of Purchaseco, and the Faraday Shareholders will transfer all of their issued and outstanding Faraday shares to Purchaseco in exchange for an aggregate of 13,653,640 shares of Purchaseco. Immediately following that acquisition, Purchaseco and Finco will amalgamate to form Amalco, and each outstanding share of Purchaseco and Finco (including shares of Finco issued upon conversion of the Subscription Receipts described below) will be exchanged for one post-Consolidation (as defined below) share of the Resulting Issuer.

The consideration payable to the 9409-5072 Shareholders and the Faraday Shareholders under the Share Transfer Agreement consists almost entirely of securities of Purchaseco (to be exchanged for post-Consolidation shares of the Resulting Issuer on completion of the amalgamation). As a limited exception, at the closing of the Transaction, Purchaseco will separately purchase 101 Class "C" shares of Faraday held personally by Martin Dallaire for an aggregate cash purchase price of $101, payable by wire transfer of immediately available funds.

Non-Arm's Length Parties

The Transaction is not a "Non-Arm's Length Qualifying Transaction" as defined in the Policy. None of the Non-Arm's Length Parties to Grosvenor hold any direct or indirect beneficial interest in the 9409-5072 Shareholders, the Faraday Shareholders, 9409-5072, Faraday or their respective assets, and none of the Non-Arm's Length Parties to Grosvenor are insiders of 9409-5072 or Faraday.

Other than the engagement of Palos Wealth Management Inc. as finder in connection with the Offering described below (which is affiliated with Palos Private Capital Inc., a control person of Grosvenor), there is no relationship between the Non-Arm's Length Parties to Grosvenor and the Non-Arm's Length Parties to the Transaction.

As the Transaction is not a Non-Arm's Length Qualifying Transaction, Grosvenor is not required to obtain shareholder approval of the Transaction itself, although the shareholders of Grosvenor will be asked to approve the Consolidation, the Name Change, the adoption of the Resulting Issuer incentive plan and the continuation by Grosvenor from the Canada Business Corporations Act to the QBCA (the " Continuation ") - please see below under "Conditions to Closing" and "Annual General and Special Meeting of Shareholders".

Directors, Officers and Insiders of the Resulting Issuer

Upon completion of the Transaction, it is expected that two directors and one officer of Grosvenor will resign, and that the Resulting Issuer's board of directors and management team will consist of the following individuals:

Certain of the post-Consolidation shares of the Resulting Issuer to be issued in connection with the Transaction will be held by private holding companies and a family trust controlled by certain of the foregoing individuals: 13,653,640 shares of the Resulting Issuer will be held by Fiducie familiale Dallaire, a trust constituted under the laws of Québec of which Martin Dallaire is a trustee resident in Québec, Canada; 4,171,946 shares of the Resulting Issuer will be held by 9279-7398 Québec Inc., a private Québec corporation controlled by David St-Roch; 4,171,946 shares of the Resulting Issuer will be held by Enatek Inc., a private Québec corporation controlled by Jean-François St-Roch; 4,171,945 shares of the Resulting Issuer will be held by 9421-7536 Québec Inc., a private Québec corporation controlled by Quentin Bricard; 200,000 shares of the Resulting Issuer will be held by Palos Private Capital Inc., a corporation controlled by Philippe Marleau and Charles Marleau; 100,000 shares in the Resulting Issuer will be held by The Marleau Capital Corporation Inc., a corporation controlled by Philippe Marleau and Charles Marleau; and 4,171,945 shares of the Resulting Issuer will be held by 9400-2490 Québec Inc., a private Québec corporation controlled by Pascal Langelier.

Upon completion of the Transaction, it is expected that the proposed directors and officers of the Resulting Issuer, as a group, will beneficially own, directly or indirectly, or exercise control or direction over, 30,641,422 post-Consolidation Resulting Issuer shares, representing approximately 70.40% of the then outstanding Resulting Issuer shares (assuming completion of the minimum Offering) and 58.62% of the then outstanding Resulting Issuer shares (assuming completion of the maximum Offering).

Concurrent Financing

In connection with the Transaction, Finco will complete a non-brokered private placement offering (the " Offering ") of subscription receipts (" Subscription Receipts ") at an offering price of $0.40 per Subscription Receipt, for minimum aggregate gross proceeds of $1,750,000 (4,375,000 Subscription Receipts) or maximum aggregate gross proceeds of $5,250,000 (13,125,000 Subscription Receipts).

The gross proceeds of the Offering will be held in escrow pending satisfaction of certain escrow release conditions, including receipt of Exchange approval for the listing of the shares of the Resulting Issuer, and will be released from escrow to Finco, net of applicable fees, upon satisfaction of those conditions, at which time each Subscription Receipt will automatically convert into one Finco share on a 1:1 basis and each Finco share will be exchanged for one post-Consolidation share of the Resulting Issuer pursuant to the amalgamation.

The net proceeds of the Offering are expected to be used to fund (i) the costs of the 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 (Chute-Blanche, La Sarre 1 and La Sarre 2); and (iv) for working capital and general corporate purposes.

Finder's Fees

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), each Finder will be entitled to: (i) a cash commission equal to up to 8% of the gross proceeds of the Offering from subscribers introduced by the Finder; and (ii) non-transferrable Finco finders warrants equal to up to 8% of the number of Subscription Receipts purchased by subscribers introduced by the Finder, each exercisable to acquire one post-Consolidation share of 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.

As Palos Wealth Management Inc. is affiliated with a control person of Grosvenor, the engagement of that Finder and the payment of its finder's fee and issuance of its Finco finders warrants are not at arm's length to Grosvenor and are subject to the policies of the Exchange applicable to non-arm's length parties, including, if applicable, disinterested shareholder approval.

Other than the fees payable to the Finders in connection with the Offering, there is no finder's fee or broker fee payable in connection with the closing of the Transaction.

Principal Warrants

Subject to disinterested shareholder approval and TSXV approval, upon closing of the Qualifying Transaction, Grosvenor intends to grant an aggregate of 553,333 non-transferrable warrants (the " Principal Warrants ") to Philippe Marleau, Charles Marleau, and Guillaume Poulin (collectively, the " Principals ") Each Principal Warrant will entitle the holder to acquire one post-Consolidation share in the capital of the Resulting Issuer at a price of $0.40 per share for a period of five years from the date of grant. The Principal Warrants are being granted as compensation for services in connection with the Qualifying Transaction, in lieu of options that expired on June 25, 2026, which pursuant to TSXV policies, could not be replaced while Grosvenor's common shares are halted pending completion of the Qualifying Transaction.

The grant of Principal Warrants constitutes a related party transaction pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Corporation is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the grant of Principal Warrants to related parties in reliance on the exemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.

Deposits, Advances and Loans

As of the date of this news release, Grosvenor has not made any deposit, advance or loan to 9409-5072 or Faraday in connection with the Transaction, nor has Grosvenor entered into any agreement to do so.

Conditions to Closing

Completion of the Transaction is subject to a number of conditions precedent set out in the Share Transfer Agreement. The mutual condition precedents include the completion by Finco of Offering. Completion of the Transaction is also conditional on, among other things, completion by Grosvenor of a consolidation of the Grosvenor shares on a basis not to exceed three pre-consolidation shares for every one post-consolidation share (the " Consolidation "), completion by Grosvenor of a change of name to "Energen Canada Inc." or such other name as may be determined (the " Name Change and receipt of all required consents and regulatory and government approvals.

There is no assurance that all conditions to the Transaction will be satisfied or waived, or that the Transaction will be completed as proposed or at all.

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 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 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 Transaction; (f) the Consolidation; (g) the Name Change; (h) the Continuation; and (i) the Principal Warrants. 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: the Offering will be completed on acceptable terms and all applicable shareholder and regulatory approvals for the Transaction will be received. 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.

For further information, please contact:

Grosvenor CPC I Inc. Philippe Marleau CEO, CFO pmarleau@palos.ca

Completion of the 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 Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 Transaction, any information released or received with respect to the 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 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/311964

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August 28, 2026 - 8:29 AM PDT

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