ECN Capital Shareholders Approve Proposed Acquisition by Investor Group Led by Warburg Pincus

Executive Summary

• EC Capital’s shareholders approved the proposed plan of arrangement to sell all outstanding common shares and preferred securities to a Warburg Pincus‑led acquisition vehicle.
• The transaction price is C$3.10 per common share and Series E Preferred Share, and C$26.00 per Series C Preferred Share (plus accrued dividends).
• Closing is expected in the first half of 2026 pending court order and regulatory approvals.

Key Details

• Arrangement Structure:

• Purchaser (newly formed acquisition vehicle) will acquire:

  • All issued & outstanding Common Shares at C$3.10 cash per share.
  • All Series C Preferred Shares at C$26.00 cash per share plus accrued dividends.
  • All Series E Preferred Shares at C$3.10 cash per share plus accrued dividends.

• Shareholder Vote Results:

• Arrangement Resolution (combined Common & Series E): 78.66% For, 21.34% Against – Passed.
• Arrangement MI 61‑101 Vote (Common only, excluding certain holdings): 67.85% For, 32.15% Against – Passed.

• Series C Preferred Shareholder Resolution: 99.84% For, 0.16% Against – Passed.

• Regulatory & Court Conditions:

• Final Order from Ontario Superior Court of Justice (Commercial List) anticipated hearing Jan 22 2026.

• Completion subject to customary conditions and key regulatory approvals.

• Timeline:

• Expected closing in the first half of 2026, contingent on final court order and approvals.

• Management Comment:

  “This is a significant milestone towards completion of the Arrangement with the Purchaser. We thank our shareholders for their support of the transaction,” – Steven Hudson, CEO, EC Capital.

Notable Quotes

• Steven Hudson, CEO: “This is a significant milestone towards completion of the Arrangement with the Purchaser.”