SG Enterprises II, LLC submitted a letter of intent to acquire remaining 80.9% stake in Trilogy International Partners Inc. (TSXV:TRL.H) (TIP) for $0.07 million on December 15, 2023. SG Enterprises II, LLC entered into an arrangement agreement to acquire remaining 80.9% stake in Trilogy International Partners Inc. for $5 million on December 19, 2023. SG has delivered to the special committee of the board of directors of TIP a non-binding LOI proposing a transaction in which SG would acquire all of the issued and outstanding common shares of TIP that SG does not already own, for a purchase price of $0.001 per Common Share in cash, assuming the Company makes, immediately prior to such purchase, a distribution to shareholders of $0.065 per Common Share. Under the terms of the arrangement agreement, shareholders of Trilogy will receive $0.07 per Common Share in cash on completion of the transaction. Following completion of the transaction, the Common Shares will no longer be listed on any public market and Trilogy will cease to be a reporting issuer under Canadian and U.S. securities laws. 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.

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. Transaction will be subject to the completion of due diligence, the negotiation and settlement of final terms; unanimous and unqualified support of the Company?s Board of Directors and a positive recommendation of the Company?s Board of Directors to its shareholders; representations, warranties and covenants, conditions and completion mechanics for the Potential Transaction, including a requirement that no more than 5% of shareholders shall have exercised dissent rights; any pre-acquisition reorganization shall have been completed; FIRPTA Certificate; cash and cash equivalents and the negotiation of definitive documentation. As of December 20, 2023, the transaction was approved unanimously by the board of directors of Trilogy. Trilogy?s directors and executive officers, holding an aggregate of approximately 25% of the outstanding Common Shares, have each entered into voting support agreements to vote their Common Shares in favour of the transaction. The transaction is expected to be completed during the first quarter of 2024.

Gregg S. Lerner and Joel I. Frank of Friedman Kaplan Seiler & Adelman LLP acted as legal advisor to TIP. Haywood Securities Inc. acted as fairness opinion provider to TIP. Trisha Robertson and Kyle Misewich of Blake, Cassels & Graydon LLP acted as legal advisor to TIP. James Beeby of Bennett Jones LLP acted as legal advisor to SG Enterprises II.