SG Enterprises II, LLC Submits Non-Binding Offer To Acquire Trilogy International Partners Inc.

BELLEVUE, WA / ACCESSWIRE / December 18, 2023 / Trilogy International Partners Inc. ("TIP Inc." or the "Company") (TSXV:TRL.H) and SG Enterprises II, LLC ("SG"), an affiliate of John W. Stanton, a director of TIP Inc., and Theresa E. Gillespie, a former director of TIP Inc., announced that SG has delivered to the special committee of the board of directors of TIP Inc. a non-binding letter of intent (the "LOI") proposing a transaction in which SG would acquire all of the issued and outstanding common shares (the "Common Shares") of TIP Inc. that SG does not already own (the "Potential Transaction").

Under the terms of the LOI, SG proposes to acquire all of the Common Shares that it does not already own for a purchase price of US$0.001 per Common Share in cash, assuming the Company makes, immediately prior to such purchase, a distribution to shareholders of US$0.065 per Common Share. Alternatively, if the Company prefers not to make any additional distributions to shareholders, SG is willing to discuss a share purchase on terms that provide substantially equivalent economic benefits to the Company's shareholders.

If the parties agree to proceed with the Potential Transaction, SG expects that the Potential Transaction would be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and subject to customary closing conditions including, but not limited to, approval of the Company's shareholders, the Supreme Court of British Columbia and the TSX Venture Exchange.

SG has delivered the LOI in order to facilitate the distribution of the Company's remaining cash, less certain reserves, to shareholders and reduce the cost of operating the Company pending its liquidation pursuant to the Company's plan of liquidation adopted on June 10, 2022.

As discussions are ongoing, there can be no assurance that the offer will be accepted by TIP Inc. nor that the Potential Transaction will be completed on the terms described above or at all. Any transaction that may result will be subject to the completion of due diligence, the negotiation and settlement of final terms, and the negotiation of definitive documentation.

SG reserves the right to formulate plans and/or make proposals, and take such actions with respect to its investment in TIP Inc., and may at any time reconsider and change its plans or proposals relating to the foregoing.

As of the date hereof, SG owns 16,908,563 Common Shares, representing approximately 19.1% of the issued and outstanding Common Shares. In the event the Potential Transaction is completed, SG would own 100% of the issued and outstanding Common Shares following the Potential Transaction.