Spark Power Announces Going Private Transaction with Affiliate of American Pacific Group

Spark Shareholders to Receive Consideration of $0.825 Per Share in Cash

Spark Also Provides Business Update

OAKVILLE, ON / ACCESSWIRE / October 14, 2023 / Spark Power GroupInc. (TSX:SPG), parent company of Spark Power Corp. ("Spark Power" or the "Company"), today announced that Spark Power has entered into an arrangement agreement (the "Arrangement Agreement") with Generator-Spark Canada Buyer Inc. (the "Purchaser"), an affiliate of American Pacific Group, LP ("APG"), pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of Spark Power (the "Shares" and each, a "Share") for a price of $0.825 per Share (the "Consideration") in an all-cash transaction valued at approximately $140 million (including assumed debt) (the "Transaction").

The Consideration represents a 68% premium to the closing price of the Shares on the Toronto Stock Exchange ("TSX") on October 13, 2023, being the last trading day prior to the announcement of the Transaction, and an 83% premium to the 30‐day volume weighted average trading price per Share on the TSX for the period ending October 12, 2023.

The Transaction will be implemented by way of a statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the "Plan of Arrangement"). Completion of the Transaction is subject to customary conditions, including, among others, court approval, and the approval of at least two‐thirds of the votes cast by the shareholders of the Company (the "Shareholders") in person or by proxy at the special meeting of the Shareholders (the "Meeting") to be called to approve the Transaction.

The board of directors of the Company (the "Board"), having received a unanimous recommendation from a special committee comprised solely of independent directors of the Company (the "Special Committee"), has unanimously determined that the Transaction is in the best interests of Spark Power and is fair to the Shareholders and unanimously recommends that Shareholders vote in favour of the Transaction. In making their respective determinations, the Board and the Special Committee considered, among other factors, the oral fairness opinion of MPA Morrison Park Advisors Inc. ("MPA") to the effect that, as of October 13, 2023, subject to the assumptions, limitations and qualifications contained therein, the Consideration to be received by the Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Shareholders. A copy of the fairness opinion of MPA will be included in the management information circular (the "Information Circular") to be filed and mailed to the Shareholders in connection with the Meeting.