American Pacific Group, L.P. entered into an arrangement agreement to acquire Spark Power Group Inc. (TSX:SPG) from Red Jar Capital Corp. and Others for CAD 79.5 million on October 13, 2023. Under the terms of the transaction, American Pacific Group, L.P. will pay CAD 0.825 per share in an all-cash transaction valued at approximately CAD 140 million (including assumed debt). Upon closing of the Transaction, it is expected that the Shares of Spark Power will be delisted from the TSX and that it will cease to be a reporting issuer under applicable Canadian securities laws. The transaction also involves a termination fee of CAD 2.7 million payable by Spark Power if the Company accepts a superior proposal. In connection with the Arrangement, the Purchaser and certain affiliates of American Pacific Group, LP (the "Equity Funding Parties") have entered into an equity commitment letter, pursuant to which such Equity Funding Parties have committed to, among other things, provide the Purchaser with the funds necessary to allow the Purchaser to pay the aggregate Consideration and have guaranteed certain other payments required to be made by the Purchaser pursuant to the Arrangement Agreement in certain circumstances.

The transaction is subject to approval by Spark Power shareholders, court approval and is unanimously approved by board of directors of Spark Power, having received unanimous recommendation from a special committee comprised solely of independent directors of Spark Power. As per the filling on November 10, 2023, Spark Power Group announced the special meeting of Shareholders scheduled to be held on December 1, 2023. As of December 1, 2023, shareholders of Spark Power approved the proposed plan of arrangement. The transaction is expected to close in December 2023. The Arrangement is expected to become effective on or about December 5, 2023, subject to, among other things, Spark Power obtaining a final order from the Ontario Superior Court of Justice and the satisfaction or waiver of certain other customary closing conditions.

MPA Morrison Park Advisors Inc. is acting as financial advisor as well as fairness opinion provider to the Special Committee. Kris Hanc of Bennett Jones LLP is acting as legal advisor to the Special Committee. John Lee, Khalfan Khalfan, Justin Parappally, Natasha vandenHoven, Ramandeep K. Grewal, Alethea Au and Jeilah Chan of Stikeman Elliott LLP and Joseph D.Hatina of Jones Day are acting as legal advisors to American Pacific Group. Grant McGlaughlin and Justine Connors of Fasken Martineau DuMoulin LLP acted as legal advisor to Red Jar Capital Corp.

American Pacific Group, L.P. completed the acquisition of Spark Power Group Inc. (TSX:SPG) from Red Jar Capital Corp. and Others on December 5, 2023. Spark Power obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the Arrangement on December 4, 2023.