Circa Completes Amalgamation with Sicame and the Sale of Circa's Telecom Business

Calgary, Alberta--(Newsfile Corp. - April 14, 2023) - Circa Enterprises Inc. (TSVX: CTO) ("Circa") and Sicame Group SAS ("Sicame") are pleased to announce the completion of the amalgamation of Circa and 2023 Sicame Amalco Inc. ("SubCo") (the "Amalgamation") pursuant to the amalgamation agreement dated March 8, 2023 (the "Amalgamation Agreement") among Circa, Sicame Canada Holdings Inc. ("Sicame Canada") and SubCo, as well as the closing of the Telecom Business Sale (defined below) (collectively, the "Transaction"). The Transaction was previously announced by Circa in a press release dated March 8, 2023.

As a result of the Amalgamation, Circa and SubCo have continued as one corporation named "Hydel Inc." ("Hydel"), which is a wholly-owned subsidiary of Sicame Canada. In exchange for the cancellation of the issued and outstanding common shares of Circa (the "Common Shares") at closing of the Amalgamation, the holders of the Common Shares of Circa (the "Circa Shareholders") are each entitled to receive a cash payment from Sicame Canada equal to their pro rata portion of the total consideration paid by Sicame Canada, after adjustments (such adjusted amount being, the "Consideration"). The base purchase price paid by Sicame Canada, prior to any adjustments pursuant to the terms of the Amalgamation Agreement was $26.5 million with the aggregate Consideration payable to Circa Shareholders, following the repayment of indebtedness and all required adjustments, being $21,681,713.60. The Consideration payable to Circa Shareholders is equal to $2.1173 per common share in Circa. In order to receive the Consideration Circa Shareholders are required to complete and return the previously delivered letter of transmittal (the "Letter of Transmittal") to the depositary, Computershare Investor Services Inc., in accordance with the instructions contained in such Letter of Transmittal. A copy of the form of Letter of Transmittal can be accessed online at www.sedar.com.

Cory Tamagi, the former President and CEO of Circa, stated, "On behalf of the former directors and officers of Circa, I am happy to report we have completed the amalgamation with overwhelming support from Circa's shareholders. We would like to wish Sicame and Hydel continued prosperity and thank our former Circa Metals colleagues for their dedication and hard work to bring the Circa Enterprises chapter to a successful conclusion. And, on behalf of the management group who have acquired the Circa Telecom business, we are pleased to continue the legacy of supplying high quality, ruggedized telecommunications products under the newly formed, Guardian Telecom Ltd."

A special meeting of Circa Shareholders (the "Meeting") to approve the Transaction was held virtually on April 10, 2023. At the Meeting approximately 85% of Circa's outstanding Common Shares as of the record date of February 24, 2023 (holding in aggregate 8,672,226 Common Shares), were represented in person or by proxy. Of those Common Shares that voted at the Meeting, 99.86% voted in favour of the Transaction, with the Transaction having been approved both by special resolution of all Common Shares voted and by a majority of the minority holders.

Post-Amalgamation Capital of Hydel and Delisting of Common Shares of Circa

Upon the completion of the Amalgamation, Sicame Canada became the sole shareholder of Hydel.

As Hydel no longer meets the TSX Venture Exchange's (the "TSXV's") minimum listing requirements, an application has been made by Hydel for the de-listing of the Common Shares of Hydel (formerly, Circa) from the TSXV and trading in the Common Shares has been halted. It is expected that the delisting of the Common Shares will occur on or about April 18, 2023.

In addition, it is anticipated that Hydel will cease to be a "reporting issuer" under applicable Canadian securities legislation.

Closing of Telecom Transaction

Hydel is also pleased to announce the completion of the sale of its business related to the telecommunications products, sold under the CircaMax, Guardian Telecom, and Teletics trade names and the shares of Westronic Inc. (the "Circa Telecom Business") to Guardian Telecom Ltd. ("Guardian") and the assumption of related liabilities. The sale of the Circa Telecom Business was completed pursuant to the terms of the asset purchase agreement dated March 8, 2023 (the "Asset Purchase Agreement") between Circa and Guardian, and as contemplated in the Amalgamation Agreement (the "Telecom Transaction"). The Telecom Transaction closed immediately following the completion of the Amalgamation.

For more details on the Amalgamation and the Asset Purchase Agreement please refer to the management information circular of Circa in respect of the Meeting (the "Circular"), the Amalgamation Agreement and the Asset Purchase Agreement, all of which are available on SEDAR at www.sedar.com.

About Hydel Inc. and Sicame

As a result of the completion of the Amalgamation, Hydel Inc. is a privately held Alberta corporation with operations in Ontario. Hydel designs, manufactures and supplies metal enclosures, electrical equipment, and other goods to customers in the electrical, and construction industries. Hydel is a wholly-owned subsidiary of Sicame Canada, and an indirect subsidiary of Sicame, which is a global, privately held company based out of France, with operations throughout in over 25 countries on all continents. Sicame is a leading European supplier of products and services to the power transportation and distribution markets, which manufactures a broad range of low, medium and high voltage hardware, connectors, safety equipment, and tools and accessories for the transmission and distribution of electricity as well as for other industrial and commercial markets. Over the years Sicame Group has grown organically and through acquisitions and reached over €500 million in revenue in 2022, while maintaining strong profitability.

About Guardian

Guardian Telecom Ltd. is a newly-incorporated, privately held Alberta corporation that supplies telecommunications products for various industries to ensure safety, security and protection of critical infrastructure. The company designs, manufactures and markets surge protection equipment, custom cables, ruggedized wired and wireless communications equipment and intelligent device monitoring and alarm management solutions. Guardian is based in Calgary, Alberta and supplies products under the brand names Guardian Telecom, ProTalk, Teletics, CircaMax and Westronic.

Forward Looking Statements

Certain information in this News Release may constitute "forward-looking" information that involves known and unknown risks, uncertainties, future expectations and other factors which may cause the actual results, performance or achievements of Circa, Hydel or Guardian or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. When used in this News Release, this information may include words such as "anticipate", "estimate", "may", "will", "expect", "believe", "plan" and other terminology. These statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties and are based on both the views of management and assumptions (such as those relating to the performance of Hydel's metals and Guardian's telecom businesses) that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activities, performance or achievements expressed in or implied by these forward looking statements. This information reflects current expectations regarding future events and operating performance and speaks only as of the date of this News Release. Although Hydel has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Except as required by law, we assume no obligation to update or revise forward-looking information to reflect new events or circumstances. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information is available in Circa's management information circular, which is available on SEDAR at www.sedar.com.

For further information regarding Hydel, please contact:

Mr. Frank McGovern
Regional Director - Americas
Sicame Group
(630) 896-4056

For further information regarding Guardian, please contact:

Mr. Cory Tamagi
Director, President and CEO
Guardian Telecom Ltd.
(403) 258-2011 

Mr. Darren Epp
Director, Executive Vice President
Guardian Telecom Ltd.
(403) 258-2011

Website: www.guardiantelecom.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/162399