CROWN CAPITAL PARTNERS INC.No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutesa public offering of securities only in those jurisdictions where such securities may be lawfully offered for sale and therein only by persons permittedto sell such securities. The securities offered hereby have not been, and will not be, registered under the United States Securities Act of 1933, asamended (“U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly orindirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable statesecurities laws. This prospectus does not constitute an offer to sell or solicitation of an offer to buy any of these securities in the United States. See“Plan of Distribution”.

PROSPECTUS

Initial Public Offering June 30, 2015

CROWN CAPITAL PARTNERS INC.$65,010,000

5,910,000 Common SharesThis prospectus qualifies the distribution to the public (the “Offering”) of 5,910,000 common shares (“Offered Shares”) in thecapital of Crown Capital Partners Inc. (“Crown” or the “Corporation”), at a price of $11.00 per Offered Share (the “OfferingPrice”). The Offered Shares are being offered by Cormark Securities Inc., BMO Nesbitt Burns Inc. and National Bank Financial Inc.(the “Lead Underwriters”) and Canaccord Genuity Corp., Raymond James Ltd., AltaCorp Capital Inc. and Mackie ResearchCapital Corporation (collectively with the Lead Underwriters, the “Underwriters”) pursuant to an underwriting agreement betweenthe Corporation and the Underwriters dated June 30, 2015 (the “Underwriting Agreement”).

There is currently no market through which the common shares of the Corporation (the “Common Shares”) may be sold andpurchasers may not be able to resell Common Shares purchased under this prospectus. This may affect the pricing ofCommon Shares in the secondary market, the transparency and availability of trading prices, the liquidity of CommonShares, and the extent of issuer regulation. See “Risk Factors”. The Toronto Stock Exchange (“TSX”) has conditionallyapproved the listing of the Common Shares under the symbol “CRN” subject to the fulfillment by Crown of all the initialrequirements and conditions of the TSX on or before September 15, 2015.

In connection with the Offering, the Underwriters may, subject to applicable law, over-allot or effect transactions thatstabilize or maintain the market price of Common Shares at levels other than those which otherwise might prevail on theopen market. The Underwriters may offer Offered Shares at a price lower than the Offering Price. Any such reduction inprice will not affect the proceeds received by the Corporation. Such transactions, if commenced, may be discontinued at anytime. See “Plan of Distribution”.

An investment in Offered Shares is subject to a number of risks that should be considered by a prospective purchaser.Prospective purchasers should carefully consider the risk factors described under “Risk Factors” before purchasing OfferedShares.

Price: $11.00 per Offered Share

Price to thePublic(1)

UnderwritingFee(2)

Net Proceedsto the Corporation(3)(4)

Per Offered Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11.00 $ 0.58 $ 10.21Total Offering(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $65,010,000 $3,450,480 $60,359,520

Notes:(1) The Offering Price has been determined by negotiation between the Corporation and the Lead Underwriters.(2) The underwriting fee is equal to 6% of the gross proceeds from the sale of the Offered Shares, other than the 1,364,000 Offered Shares

purchased by Hawthorne Capital Inc., for which the Underwriters will receive an underwriting fee equal to 3% of the gross proceeds.(3) The Corporation has agreed to grant to the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part at any time

and from time to time, for a period of 30 days following the closing of the Offering (“Closing”), to purchase up to an additional 886,500Common Shares (representing 15% of the Offered Shares offered pursuant to the Offering) (the “Option Shares”) on the same terms as set forthabove other than Underwriting Fee, solely to cover over-allotments, if any, and for market stabilization purposes. The underwriting fee for theOption Shares (as defined below) will be equal to 6% of the gross proceeds from the sale of the Option Shares or $0.66 per Option Share. If theOver-Allotment Option is exercised in full, the total price to the public, underwriting fee (“Underwriting Fee”), and the net proceeds to theCorporation will be approximately $74.8 million, $4.0 million, (based on an Underwriting Fee of $0.59 per Offered Share and Option Share) and$69.5 million, respectively. This prospectus qualifies the grant of the Over-Allotment Option and the distribution of Option Shares. A purchaserwho acquires Option Shares forming part of the Underwriters’ over-allocation position acquires those Option Shares under this prospectus,regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary marketpurchases. See “Plan of Distribution”.

(4) After deducting the Underwriting Fee payable by the Corporation and expenses of the Offering estimated to be $1.2 million, which theCorporation will pay out of the proceeds it receives from the Offering.

The following table sets out the number of Option Shares that may be sold by the Corporation to the Underwriters pursuant to theexercise of the Over-Allotment Option:

Underwriter’s Position

Maximum Number ofCommon Shares

Available Exercise Exercise Price

Over-Allotment Option 886,500 Within 30 days followingClosing

$11.00 per Common Share

Unless otherwise indicated, all information in this prospectus assumes that the Over-Allotment Option will not be exercised.

The Underwriters, as principals, conditionally offer the Offered Shares qualified under this prospectus, subject to prior sale, if, asand when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in theUnderwriting Agreement as further described under the heading “Plan of Distribution”, and subject to the approval of certain legalmatters on behalf of the Corporation by Torys LLP and on behalf of the Underwriters by Stikeman Elliott LLP.

Subscriptions for Offered Shares will be received subject to rejection or allotment, in whole or in part, and the Underwriters reservethe right to close the subscription books at any time without notice. The closing date of the Offering is expected to occur on or aboutJuly 9, 2015 or such other date as the Corporation and the Underwriters may agree, but in any event no later than the date that is42 days after the date of the receipt for the final prospectus (the “Closing Date”).

Offered Shares will be delivered electronically through the non-certificated inventory (“NCI”) system of CDS Clearing andDepository Services Inc. (“CDS”). On the Closing Date, the Corporation, via its transfer agent, will electronically deliver theOffered Shares registered to CDS or its nominee. A holder of an Offered Share participating in the NCI system will not be entitled toa certificate or other instrument from the Corporation or its transfer agent evidencing that person’s interest in or ownership ofOffered Shares, nor, to the extent applicable, will such holder be shown on the records maintained by CDS, except through an agentwho is a CDS participant. See “Plan of Distribution”.

Crown’s registered and head office is located at 888 3rd Street S.W., 10th floor, West Tower, Calgary, Alberta T2P 5C5 and it alsomaintains an office located at 4330, 77 King Street West, Toronto, Ontario M5K 1H6.

A minority shareholder of AltaCorp Capital Inc. is expected to be a lender to Crown under a line of credit shortly after thecompletion of the Offering. Consequently, Crown may be considered to be a “connected issuer” to AltaCorp Capital Inc.for the purposes of Canadian securities legislation in certain jurisdictions. See “Relationship between Crown and a CertainUnderwriter”.

TABLE OF CONTENTS

NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . 1

CAUTIONARY NOTE REGARDINGFORWARD-LOOKING STATEMENTS . . . . 1

PRESENTATION OF FINANCIALMATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

PRESENTATION OF PERFORMANCEMEASURES . . . . . . . . . . . . . . . . . . . . . . . . . . 3

CURRENCY AND EXCHANGE RATES . . . . . 4

MARKETING MATERIALS . . . . . . . . . . . . . . . 5

BASIS OF PRESENTATION OF CROWN . . . . 5

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . 6

CORPORATE STRUCTURE . . . . . . . . . . . . . . . 15

DESCRIPTION OF THE BUSINESS . . . . . . . . . 18

INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . 35

SUMMARY FINANCIAL AND OTHERDATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

MANAGEMENT’S DISCUSSION ANDANALYSIS OF FINANCIAL RESULTS . . . . 44

DESCRIPTION OF SHARE CAPITAL . . . . . . . 44

CONSOLIDATED CAPITALIZATION . . . . . . . 44

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . 45

DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

OPTIONS TO PURCHASE SECURITIES . . . . . 45

PRIOR SALES . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . 46

ESCROWED SECURITIES AND SECURITIESSUBJECT TO CONTRACTUALRESTRICTION ON TRANSFER . . . . . . . . . . 46

INTEREST OF MANAGEMENT INMATERIAL TRANSACTIONS . . . . . . . . . . . 47

EXECUTIVE OFFICERS ANDDIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . 47

EXECUTIVE OFFICERS AND DIRECTORSCOMPENSATION . . . . . . . . . . . . . . . . . . . . . 52

AUDIT & RISK COMMITTEE ANDCORPORATE GOVERNANCE . . . . . . . . . . . 58

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . 62

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . 74

ELIGIBILITY FOR INVESTMENT . . . . . . . . . . 77

MATERIAL CONTRACTS . . . . . . . . . . . . . . . . 77

LEGAL PROCEEDINGS ANDREGULATORY ACTIONS . . . . . . . . . . . . . . 78

AUDITORS, TRANSFER AGENT ANDREGISTRAR . . . . . . . . . . . . . . . . . . . . . . . . . . 78

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

PURCHASERS’ STATUTORY RIGHTS . . . . . 78

EXEMPTIONS FROM INSTRUMENT . . . . . . . 78

APPENDIX A GLOSSARY OF TERMS . . . . . . A-1

APPENDIX B BOARD MANDATE . . . . . . . . . B-1

APPENDIX C AUDIT & RISK COMMITTEECHARTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

APPENDIX D FINANCIAL STATEMENTS . . D-1Consolidated interim financial statements of

Crown Capital Partners Inc. as at March 31,2015 and for the three months endedMarch 31, 2015 and 2014 . . . . . . . . . . . . . . D-2

Consolidated financial statements of CrownCapital Partners Inc. as at December 31,2014 and 2013 and for each of the years inthe three-year period ended December 31,2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-10

Interim financial statements of Norrep CreditOpportunities Fund II, LP as at March 31,2015 and for the three months endedMarch 31, 2015 and 2014 . . . . . . . . . . . . . . D-21

Financial statements of Norrep CreditOpportunities Fund II, LP as atDecember 31, 2014, December 31, 2013and January 1, 2013 and for the years endedDecember 31, 2014 and 2013 . . . . . . . . . . . D-32

Financial statements of Norrep CreditOpportunities Fund II, LP as at and for theyears ended December 31, 2013 and2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-45

Pro Forma Consolidated Financial Statementsof Crown Capital Partners Inc. as at and forthe three months ended March 31, 2015 andfor the year ended December 31, 2014 . . . . D-56

APPENDIX E MANAGEMENT’SDISCUSSION AND ANALYSIS . . . . . . . . . . E-1

CERTIFICATE OF THE CORPORATION . . . . C-1

CERTIFICATE OF THE UNDERWRITERS . . . C-2

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NOTICE TO INVESTORS

General Matters

Prospective purchasers should read this entire prospectus and consult their own professional advisors to assessthe income tax, legal, risk factors and other aspects of their investment in the Common Shares.

Prospective purchasers should rely only on the information contained in this prospectus. The Corporation and theUnderwriters have not authorized any other person to provide prospective purchasers with additional or differentinformation. If anyone provides prospective purchasers with additional, different or inconsistent information, includinginformation or statements in media articles about Crown or NCOF II, prospective purchasers should not rely on it andsuch information does not form part of this prospectus. The Corporation and the Underwriters are not making an offerto sell or seeking offers to buy Offered Shares in any jurisdiction where the offer or sale is not permitted. Prospectivepurchasers should assume that the information appearing in this prospectus is given only as at the date of theprospectus, regardless of its time of delivery or of any sale of Offered Shares. Crown’s business, properties, financialcondition, operations, results of operations and prospects may have changed since that date.

For investors outside of the Offering Jurisdictions, neither the Corporation nor any of the Underwriters has doneanything that would permit the Offering or possession or distribution of this prospectus in any jurisdiction where actionfor that purpose is required, other than in the Offering Jurisdictions. Investors are required to inform themselves aboutand to observe any restrictions relating to the Offering and the distribution of this prospectus. See “Plan ofDistribution”.

Certain capitalized terms and phrases used in this prospectus are defined in Appendix A – “Glossary of Terms”.

Unless otherwise indicated, information contained in this prospectus concerning Crown’s industry, includingCrown’s general expectations and market position, market opportunity, market share and other management estimates,is based solely on management’s current understanding and knowledge of the industry and is not based on anyindependent publicly available source. Management estimates and the information provided under the subheadings“Growth Strategy” and “Industry Overview” are based on assumptions made by Crown based on its understanding andknowledge of its industry, which management believes to be reasonable. Such estimates and information cannot be andhave not been independently verified. While Crown has no reason to believe that the market data, industry forecastsand similar information included in this prospectus are not generally reliable, such information is inherently imprecise.In addition, projections, assumptions and estimates of Crown’s future performance and the future performance of itsindustry and markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to avariety of factors, including those described under the heading “Risk Factors” and elsewhere in this prospectus. Theseand other factors could cause results to differ materially from those expressed in estimates made by Crown. Further,statements as to the past performance including, without limitation, the past performance of Crown, NCOF II or theCrown Capital Funds, are statements of historical results and are not necessarily indicative of or guarantees of futureperformance and there is no representation, warranty or assurance that Crown will achieve similar results or successand readers should not place undue reliance on such statements. See “Cautionary Note Regarding Forward-LookingStatements” and “Risk Factors”.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements that are not reported financial results or other historical information are forward-looking statementswithin the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Thisprospectus includes forward-looking statements regarding Crown and the industries in which it operates, includingstatements about, among other things, expectations, beliefs, plans, future loans and origination, business andacquisition strategies, opportunities, objectives, prospects, assumptions, including those related to trends and prospectsand future events and performance. Sentences and phrases containing or modified by words such as “anticipate”,“plan”, “continue”, “estimate”, “intend”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targets”,“projects”, “is designed to”, “strategy”, “should”, “believe”, “contemplate” and similar expressions, and the negative ofsuch expressions, are not historical facts and are intended to identify forward-looking statements. These statementsinvolve known and unknown risks, uncertainties and other factors that may cause actual results or events to differmaterially from those anticipated in such forward-looking statements. Forward-looking statements should not be readas guarantees of future events, future performance or results, and will not necessarily be accurate indicators of the

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times at, or by which, such events, performance or results will be achieved, if achieved at all. Forward-lookingstatements are based on information available at the time and/or management’s expectations with respect to futureevents that involve a number of risks and uncertainties, any of which could cause actual results to differ materiallyfrom those expressed in or implied by the forward-looking statements. The factors described under the heading “RiskFactors”, as well as any other cautionary language in this prospectus, provide examples of risks, uncertainties andevents that may cause Crown’s actual results to differ materially from the expectations it describes in its forward-looking statements. Before investing in the Corporation, readers should be aware that the occurrence of the eventsdescribed in these risk factors and elsewhere in this prospectus could have an adverse effect on, among other things,Crown’s business, prospects, operations, results of operations and financial condition.

Specific forward-looking statements contained in this prospectus include, among others, statements,management’s beliefs, expectations or intentions regarding the following: implementation of the Hybrid BusinessModel; deployment of capital to financing clients in Long-term Financing transactions; future entitlement to basemanagement and performance fees; diversification of its revenue stream; calculation of Unrealized Amounts;opportunity for specialty finance providers to acquire market share; Crown’s target clients; the anticipated size,characteristics and Target Gross Yields of future Special Situations Financing transactions and Long-term Financingtransactions; expansion of business to the United States and the opportunities that exist; historical experience andrelationships will enable Crown to identify attractive financing opportunities; the establishment, size and time ofclosing for Crown Capital Fund IV; Crown’s ability to grow its business over the next five years; the anticipatednumber of transactions to be completed for Special Situations Financing transactions and Long-term Financingtransactions; the use of the net proceeds of the Offering; the completion and timing of the Stock Split; Crown’santicipated distribution policy; the completion and timing of the Rollover Transaction along with the number ofRollover LPs and the aggregate market value of the limited partnership units of NCOF II being rolled-over; the wind-up of NCOF; Crown’s anticipated legal structure and relationship with the Crown Capital Funds following thecompletion of the Rollover Transaction and the Offering; anticipated Common Share ownership of the current Crownshareholders, directors and officers following the completion of the Rollover Transaction and the Offering; Crown’santicipated ownership level in NCOF II following the completion of the Rollover Transaction; target level ofownership in the future Crown Capital Funds; the determination of recovery levels for its loans going forward;anticipated use of leverage; diversification of Crown’s portfolio with regard to business segment and geography;potential pool of customers for Long-term Financing transactions; anticipated growth strategies; future covenants thatwill be imposed on financing clients entering Special Situations Financing transactions or Long-term Financingtransactions; sourcing of deals from Crown’s established network; expected growth in Assets Under Management; theretention of additional personnel; anticipated entry into a line of credit with a Canadian financial institution; anticipatedconsolidated capitalization following the Rollover Transaction and the Offering; anticipated directors; the expectedlevels, forms and elements of Crown’s executive compensation structure following Closing; grant of Transition RSUs;anticipated membership on the board committees; and the timing and completion of the Offering.

Readers are cautioned that the foregoing list of forward-looking statements should not be construed as beingexhaustive.

In making the forward-looking statements in this prospectus, the Corporation has made assumptions regardinggeneral economic conditions, reliance on debt financing, interest rates, continued lack of Alternative Credit Industryregulation, continued operation of key systems, debt service, bank lending to mid-market companies will continue to beconstrained for at least several years, future capital needs, retention of key employees, adequate management ofconflicts of interests, continued performance of the Crown Capital Funds and solvency of financing clients,competition, limited loan prepayment, effective use of leverage, strength of existing client relationships, regulatoryoversight and such other risks or factors described in this prospectus and from time to time in public disclosuredocuments of Crown that are filed with securities regulatory authorities.

Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of futureevents, performance or results, and will not necessarily be accurate indicators of whether such events, performance orresults will be achieved. Forward-looking statements are based on information available at the time and/ormanagement’s expectations with respect to future events that involve a number of risks and uncertainties. Any forward-looking statements concerning prospective results of operations, financial position, expectations of cash flows andfuture cash flows is based upon assumptions about future results, economic conditions and courses of action and ispresented for the purpose of providing prospective purchasers with a more complete perspective on Crown’s present

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and planned future operations. Such information may not be appropriate for other purposes and actual results maydiffer materially from those anticipated in such forward-looking statements.

No auditor has compiled, examined, or performed any procedures with respect to the prospective financialinformation contained herein, nor has any auditor expressed any opinion or any other form of assurance on suchinformation or its achievability, and accordingly no auditor has assumed responsibility for the prospective financialinformation contained herein.

Actual results could differ materially from those anticipated in or implied by any forward-looking statements,including without limitation, as a result of the risk factors, which are described in detail under “Risk Factors”, andother risks set out elsewhere in the prospectus. Prospective purchasers should reference the factors discussed under theheading “Risk Factors” in this prospectus. The forward-looking statements included in this prospectus are expresslyqualified by this cautionary statement and are made as at the date of this prospectus. The Corporation does notundertake any obligation to publicly update or revise any forward-looking statements, whether as a result of newinformation, future events or otherwise, except as required by applicable securities laws. If the Corporation does updateone or more forward-looking statements, it is not obligated to, and no inference should be drawn that it will, makeadditional updates with respect thereto or with respect to other forward-looking statements.

PRESENTATION OF FINANCIAL MATTERS

The consolidated financial statements of Crown as at December 31, 2014 and 2013 and for each of the years in thethree-year period ended December 31, 2014 and the consolidated interim financial statements of Crown as at March 31,2015 and for the three months ended March 31, 2015 and 2014 included within this prospectus at Appendix D, havebeen prepared in accordance with IFRS. The financial statements are prepared under the historical cost basis.

The financial statements of NCOF II as at December 31, 2014, December 31, 2013 and January 1, 2013 and forthe years ended December 31, 2014 and 2013, and the interim financial statements of NCOF II as at March 31, 2015and for the three months ended March 31, 2015 and 2014 included within this prospectus at Appendix D, have beenprepared in accordance with IFRS. Appendix D also includes the financial statements of NCOF II as at, and for theyears ended, December 31, 2013 and 2012, prepared in accordance with Part V of the CPA of Canada Handbook(previous Canadian GAAP). NCOF II transitioned from previous Canadian GAAP to IFRS on January 1, 2014 with atransition date of January 1, 2013. The financial statements of NCOF II for all periods presented are prepared under thehistorical cost basis except for investments which are measured at fair value.

PRESENTATION OF PERFORMANCE MEASURES

This prospectus contains references to certain historical performance measures used by Crown in relation to itsSpecial Situations Financing business (the “Performance Measures”). Management believes that the PerformanceMeasures are useful supplemental measures that may assist purchasers in assessing the historical financial performanceof and the cash historically generated by the Corporation’s Special Situations Financing business.

The Corporation has included the following Performance Measures: (i) Gross IRR, which is the gross internal rateof return calculated by Crown for a loan based on Realized Amounts and Unrealized Amounts, and actual cashoutflows made in respect of the loan; (ii) Assets Under Management which, as at any date, is the fair value of the loansand bonus features, including securities, within the Crown Capital Funds; (iii) Multiple, which is calculated as theTotal Combined Proceeds divided by the Aggregate Loan Amount; (iv) Total Combined Proceeds, which is the sum ofthe Realized Amount and the Unrealized Amount in respect of a loan; (v) Aggregate Loan Amount, which is all actualgross cash outflows made in respect of a loan; (vi) Realized Amount, which is the cash inflows received in respect of aloan; and (vii) Unrealized Amount, which is the projected cash inflows to be received in respect of a loan based onmanagement’s fair value estimate of a loan and its bonus features, including securities, as calculated by Crown.

Multiple reflects the ratio of value created or lost for a loan, while ignoring the time value of money. This metriccan be compared across all of Crown’s loans. Total Combined Proceeds reflects the value resulting from a loan.Management uses both of these measurements to illustrate the relative success or failure of a loan.

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Gross IRR reflects the internal rate of return generated from a loan before consideration of management fees andexpenses and provides an unadjusted calculation of the cash distributions produced or anticipated to be produced by aloan. In management’s view, Gross IRR provides the most accurate depiction of the cash flow yield profile from theloan portfolio.

Net internal rate of return is not presented in the Prospectus. Management believes that Gross IRR provides amore consistent and reliable presentation of the loan performance as compared to net internal rate of return for severalreasons. First, the individual funds were each structured very differently with a material variance in the managementfees and expenses applicable to each. Because of this variance, the net internal rate of return would not provide anaccurate comparison between the individual loans or between the Crown Capital Funds. By presenting Gross IRR,returns from fund to fund and loan to loan are comparable. Second, Gross IRR better reflects the returns received onthe loans underlying the Crown Capital Funds and Crown’s historical track record of sourcing and managing suchinvestments. Net internal rate of return would reflect the return provided to limited partners in Crown Capital Fundsand not the returns generated by Crown in managing the loans. Finally, because Crown is expected to be both themanager and an investor in NCOF II, Crown Capital Fund IV and future Crown Capital Funds, the Management Feespayable by Crown on its interest in the limited partnership would ultimately be returned to Crown in its role asmanager. As an investor in Crown, the Gross IRR would be more indicative of the return on Crown’s limitedpartnership investment.

Management also believes that Gross IRR is a more accurate indicator of loan performance than annual compoundreturns as Gross IRR measures the return generated from the periodic cash inflows and outflows of loans which arecommonplace in the Alternative Credit Industry. Crown does not present annual compound rates to measureperformance as this metric takes into account beginning and ending values and is more appropriate for investments inmarketable securities where a return can be computed on such a basis. Loans made by Crown do not necessarily have abeginning and ending value, and as such management believes annual compound rate of return is not a meaningfulmetric for its business.

For purposes of calculating Gross IRRs, Multiples and other Performance Measures, and for aggregating suchmeasures in this prospectus, amounts are displayed in the currency in which the loan was made or are converted toCanadian dollars from U.S. dollars on a 1:1 basis, in each case, without any adjustment for the impact that currencyexchange rates or currency exchange rate fluctuations may have on such measures. Management believes that ifadjustments to Performance Measures were made in respect to currency exchange rate movements, the impact of suchadjustments would not be material.

The Performance Measures should not be considered as the sole measure of the historical financial performanceof, and the cash historically generated by, the Corporation’s Special Situations Financing business and should not beconsidered in isolation from, or as a substitute for, analysis of the Corporation’s or NCOF II’s financial statements. Thepresentation of the Performance Measures should not be considered as being indicative of Crown’s future performanceor revenue.

CURRENCY AND EXCHANGE RATES

Unless otherwise indicated, in this prospectus all references to: (i) “$” are to Canadian dollars; and (ii) “US$” areto U.S. dollars.

The Canadian dollar rates of exchange on the following dates were:

Date Canadian Dollars(1) U.S. Dollars(1)

December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1.00 = US$1.0051 US$1.00 = $0.9949December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1.00 = US$0.9402 US$1.00 = $1.0636December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1.00 = US$0.8620 US$1.00 = $1.1601June 29, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1.00 = US$0.8076 US$1.00 = $1.2382

Notes:(1) Bank of Canada noon rates of exchange.

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MARKETING MATERIALS

The following marketing materials (as such term is defined in NI 41-101) filed with the securities commission orsimilar authority in each of the provinces of Canada are specifically incorporated by reference into and form an integralpart of this prospectus:

1. A template version of the road show presentation for the Offering filed on June 9, 2015, as revised onJune 30, 2015.

Purchasers are encouraged to read the full text of the foregoing marketing materials.

Statements included in the initial marketing materials were modified with respect to the pro forma earnings profileof Crown, the size of the Offering and related matters.

Crown has filed revised marketing materials, which have been blacklined to reflect the modified statements. Theforegoing summary of modifications to the marketing materials is not exhaustive and is qualified by the informationcontained in the revised marketing materials and the blacklined version of the marketing materials, which has beenfiled with the securities commission or similar authority in each of the provinces of Canada and can be viewed underCrown’s profile on SEDAR at www.sedar.com. The disclosure contained in this prospectus does not modify therevised marketing materials filed on June 30, 2015.

Any template version of any marketing materials that are utilized by the Underwriters in connection with theOffering are not part of this prospectus to the extent that the contents of the template version of the marketing materialshave been modified or superseded by a statement in this prospectus. In addition, any template version of any othermarketing materials filed with the securities commissions or similar authority in each of the provinces of Canada inconnection with this Offering after the date hereof, but prior to the termination of the distribution of the securitiesunder this prospectus, is deemed to be incorporated by reference herein.

BASIS OF PRESENTATION OF CROWN

Immediately prior to Closing, Crown will complete the Rollover Transaction. See “Corporate Structure – RolloverTransaction”. In addition, Crown has completed the Stock Split. Accordingly, unless otherwise indicated, theinformation disclosed in this prospectus assumes that the Rollover Transaction and the Stock Split have beencompleted and that the Over-Allotment Option has not been exercised. See “Plan of Distribution”. References to“management” in this prospectus mean the executive officers of the Corporation. Any statements in this prospectusmade by or on behalf of management are made in such persons’ capacities as executive officers of the Corporation andnot in their personal capacities.

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PROSPECTUS SUMMARY

The following is a summary of the principal features of the Offering and is qualified in its entirety by, and shouldbe read together with, the more detailed information and the financial data and statements contained elsewhere in thisprospectus. Unless otherwise indicated, the information in this prospectus assumes the Rollover Transaction has beencompleted and that the Over-Allotment Option has not been exercised. Please refer to “Appendix ‘A’ – Glossary ofTerms” for the meaning of certain terms used in this prospectus.

Corporation Overview

Crown is a specialty finance company focused primarily on providing capital to successful Canadian companies,and to select U.S. companies, that are unwilling or unable to obtain suitable financing from traditional capital providerssuch as banks and private equity funds. Crown originates, structures and provides tailored transitory and permanentfinancing solutions to a diversified group of private and public mid-market companies in the form of loans, royaltiesand other structures with minimal or no ownership dilution. Such financing solutions allow business owners to retainthe vast majority of the economic rewards associated with the ownership of their respective businesses.

Crown targets successful companies with perceived risk profiles exceeding the lending criteria of traditionallenders, and whose capital requirements are too small to access the high yield public debt market. In identifyingpotential financing clients, particular attention is paid to the stability and growth of revenues and profitability, thepotential client’s ability to repay debt and the marketability of the client or its assets in a default scenario. The basicthesis of Crown’s financing strategy is to finance businesses that consistently increase in value and generate significantcash flow that is used to reduce debt.

Crown has historically offered financing solutions to businesses for transitory capital requirements generally inthe form of short and medium term senior or subordinated loans (“Special Situations Financing”) indirectly throughthe Crown Capital Funds. Following Closing, Crown plans to implement a hybrid business model which, in addition toits current indirect lending model, will include the deployment of the Corporation’s capital directly to financing clientsseeking non-dilutive sources of long term capital, generally in the form of loans and royalties (“Long-termFinancing”), as well as the acquisition of a majority interest in one of its Special Situations Financing funds, NCOF IIand a targeted 30% ownership in its future Special Situations Financing funds (collectively, the “Hybrid BusinessModel”). See “Description of Business – Hybrid Business Model” and “Corporate Structure – Rollover Transaction”.

Crown believes that Long-term Financing complements Crown’s Special Situations Financing by providingCrown with the ability to offer financing clients tailored financing solutions ranging in duration from six months to anindefinite period. Crown expects to generally source opportunities for the Hybrid Business Model from the same targetclient base as Special Situations Financing.

Crown has offices in Toronto and Calgary and is led by an experienced management team which includes ChrisJohnson, President & CEO, and Brent Hughes, Executive Vice-President. Crown’s management team has developedstrong expertise in the Alternative Credit Industry and over the past 15 years, the Corporation has completed over 30private debt transactions in three capital pools known as Crown Capital Fund I, Crown Capital Fund II and CrownCapital Fund III.

Loans comprising Crown Capital Fund I and Crown Capital Fund II generated Gross IRRs in excess of 20.0% andof approximately 12.4%, respectively, and Multiples of approximately 1.6x and approximately 1.3x, respectively. Theloans comprising Crown Capital Fund III are still outstanding, and as at March 31, 2015, have generated a Gross IRRof approximately 10.4% and a Multiple of approximately 1.2x. Historically, Crown has derived its revenue from basemanagement fees, but following Closing, Crown anticipates diversifying its revenue streams. In regard to SpecialSituations Financing, Crown will continue to earn base management fees and have the opportunity to earn performancefees. However, as Crown implements its Hybrid Business Model, it also expects to realize returns from investments inSpecial Situations Financing and Long-term Financing transactions.

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As at March 31, 2015, Crown had Assets Under Management of approximately $85 million. After adjusting forthe proposed Rollover Transaction but without any adjustment for any asset performance bonus expense, for the yearended December 31, 2014, pro forma net earnings attributable to Crown were $4.2 million, and for the three monthsended March 31, 2015 pro forma net earnings attributable to Crown were $3.1 million. It is intended that with regard topost-Closing increases in the Performance Fees earned and paid for Crown Capital Fund III and all Performance Feespaid to Crown by future Crown Capital Funds, 50% will be subsequently paid into a bonus pool for the Crownmanagement team and the remaining 50% will be retained by Crown. For disclosure of the effect of such allocations ofPerformance Fees on the pro forma net earnings attributable to Crown, see “Pro Forma Financial Statements of Crown”in Appendix D.

Market Opportunity

Crown believes that the current market for alternative financing solutions for mid-market companies in Canada isstrong. Canada’s financial landscape is dominated by the six leading chartered banks and private equity funds, whosefinancing terms and dilutive financing structures are, in management’s view, often ill-suited to meet the demands ofmany mid-market companies. More recently the credit crisis exacerbated the funding gap, as capital providers furtherlimited their willingness to extend credit to smaller borrowers.

There are approximately 6,000 mid-market companies in Canada.1 These companies generate approximatelyUS$667.5 billion in revenue, support 1.9 million jobs and contribute 31.8% to Canada’s gross domestic product.1 In theUnited States, there are approximately 55,700 mid-market companies supporting 16.5 million jobs and contributingUS$1.7 trillion to the total U.S. economy.1 Management believes that many of these mid-market companies prefer toexecute transactions with private capital providers such as Crown, rather than execute high-yield bond or equitytransactions in the public markets, which may necessitate increased financial and regulatory compliance and reportingobligations.

Crown believes that the current market dynamic has created an opportunity for specialty finance providers focusedon the mid-market. Through its track record, unique Hybrid Business Model and tailored financing solutions thatprovide business owners with significant benefits over alternative sources of capital, Crown believes that it is well-positioned to address the current funding gap that exists for mid-market companies in North America. See “IndustryOverview – Canadian Mid-Market Finance Industry” and “Alternative Credit Industry”.

Unique Hybrid Business Model

Crown’s unique Hybrid Business Model will seek to serve both the short-term transitory needs of mid-marketcompanies for minimally-dilutive capital and long-term financing needs for non-dilutive capital. Crown’s SpecialSituations Financing solutions are expected to include senior or subordinated loans with a term of up to five years withadditional bonus features that may include warrants, gifted shares, phantom equity or payment-in-kind. Target GrossYields are 12% to 17% per annum and the target loan size is $5 million to $50 million for Special Situations Financing.Crown’s Long-term Financing solutions are expected to take the form of fixed rate long-term loans, participating loans,perpetual debt, income streaming and royalty interest structures. Crown’s Long-term Financing solutions will generallynot include any equity bonus features and will have a Target Gross Yield of 10% to 16% per annum and the target loanor investment size is $10 million to $50 million. See “Description of the Business – Hybrid Business Model”.

The two components of the Hybrid Business Model are expected to complement each other by focusing on thesame target client base. Crown believes that this unique hybrid approach of capital deployment provides theCorporation with the following significant benefits:

Š Optionality for financing clients and cross-selling opportunities: By providing both short-term debtsolutions and long-term, non-dilutive capital, Crown offers potential financing clients a broader range ofproducts to choose from and will provide Crown with the ability to cross-sell its offerings to existing clients.

Š Accelerated deal origination capabilities: Crown’s hybrid product offering is expected to increase theCorporation’s addressable market by capturing both Special Situations Financing and Long-term Financingclients. Crown believes that this will lead to a greater number of business leads and accelerated dealorigination capabilities.

1 Source: HSBC Commercial Banking report “Hidden Impact: The Vital Role of Mid-Market Enterprises” (“HSBC Report”).

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Š Inherent operating leverage and scalability: The due diligence and underwriting process is similar for bothSpecial Situations Financing and Long-term Financing. By focusing on the same target client base, Crownbelieves that the inherent operating leverage of its business model will provide the Corporation withsignificant scalability.

Š Assets Under Management and cash flow diversification: The Hybrid Business Model is expected toenable Crown to diversify both its Assets Under Management and its cash flow streams. Special SituationsFinancing solutions are typically for less than five years while Long-term Financing solutions typically rangefrom more than five years to indefinite periods, providing Crown with duration diversification. In addition tothe management and performance fees earned on Special Situations Financing, Crown expects revenuediversification in the form of income streaming or royalty structure payments on direct Long-term Financinginvestments.

Target Client Universe and Benefits to Business Owners

Crown focuses on providing tailored financing solutions for successful mid-market businesses with strongleadership teams and a history of profitability. Conversely, Crown does not offer financing solutions to distressedbusinesses due to the volatility of these investments and the high potential for workout situations. Though primarilyfocused on Canada, Crown also seeks opportunities in the United States and pursues a multi-sector portfolio approach.

Crown believes that its tailored financing solutions offer an attractive alternative to business owners. Crown’sfinancing solutions provide owners with the ability to access capital with no or minimal dilution, thereby allowing theowners to retain operating control of their respective companies. An injection of capital from Crown allows businessowners to either withdraw capital or pursue growth objectives while maintaining the business’ existing ownershipstructure. Moreover, Crown’s financing solutions are structured to be tax deductible for its financing clients. See“Description of the Business – Target Client Universe”.

Historical Track Record

Since 2002, Crown has deployed over $350 million in more than 30 Special Situations Financing transactions.

Crown’s first capital pool, Crown Capital Fund I, was formed following the inception of Crown in October 2000.Between January 2002 and April 2005, approximately $49.4 million was provided to 11 companies across multiplesectors. Crown Capital Fund I has been fully realized and the loans comprising Crown Capital Fund I achieved a GrossIRR of greater than 20.0% and a Multiple of approximately 1.6x.

Crown Capital Fund II was created as part of Crown’s incorporation of CCIP, LP with a U.S. alternativeinvestment manager. Beginning in February 2006, the capital pool invested approximately $140.4 million over a twoyear period. Capital was provided to 11 companies across multiple sectors. Crown Capital Fund II has beensubstantially realized and the loans achieved a Gross IRR of approximately 12.4% and a Multiple of approximately1.3x.

In 2011, Crown launched Crown Capital Fund III, which ultimately raised approximately $171 million. Thecapital pool began deploying capital in June 2011. To date, approximately $164.9 million has been deployed to ninecompanies across multiple sectors, of which approximately $81.5 million has been deployed by NCOF II and NCOF II(parallel). Currently, Crown Capital Fund III is in the realization stage, and the loans comprising Crown CapitalFund III have generated a Gross IRR of approximately 10.4% and a Multiple of approximately 1.2x as at March 31,2015. See “Description of the Business – Historical Track Record” and “Risk Factors”.

Loan Portfolio and Rollover Transaction

To date, Crown Capital Fund III has made a total of nine loans. As at March 31, 2015, Crown Capital Fund IIIwas comprised of eight loans with Total Combined Proceeds of approximately $189.1 million, which included a total

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Unrealized Amount of approximately $85 million. In April 2015, Crown Capital Fund III funded another loan for $4.0million. The loans are diversified across multiple sectors including healthcare, financials, business services and mining.

Through the Rollover Transaction, Crown will gain exposure to the loans made by NCOF II, one of the fundscomprising Crown Capital Fund III. Immediately prior to Closing, Crown will acquire limited partnership units ofNCOF II from certain of its limited partners (the “Rollover LPs”) in exchange for the issuance of Common Shares.Rollover LPs holding approximately 69.8% of the NCOF II limited partnership units (the “Rollover Units”) with anaggregate fair value of approximately $35.4 million (as determined with reference to the NAV of NCOF II as atMay 31, 2015) have entered into Rollover Agreements with the Corporation. See “Corporate Structure – RolloverTransaction”.

These loans are in good standing, with no overdue positions and management is not aware of any potential loanimpairments. As at March 31, 2015, the loans comprising NCOF II generated a Gross IRR of approximately 22.9%with a Multiple of approximately 1.3x. See “Description of the Business – Current Portfolio Assets”.

Experienced Management Team

Each member of the Crown management team has substantial experience in originating, structuring, underwritingand managing alternative investments with strong industry and network relationships. The two key individuals in theCorporation, Chris Johnson, President & CEO and Brent Hughes, Executive Vice President, have primarily directedCrown’s operations for approximately 15 years and have achieved a top quartile record of success among other lendersin the North American Alternative Credit Industry. The Corporation believes that the proven historical experience andrelationships established over more than a decade in the industry will continue to enable Crown to source attractivefinancing opportunities with superior profitability potential. See “Description of the Business – Management”.

Competitive Strengths

Management believes that Crown has a number of advantages over its competitors in the Alternative CreditIndustry. Management’s extensive and active network of intermediaries and companies cultivated over a 15 year periodis expected to provide an ongoing pipeline of potential deal flow opportunities, while its strong track record ofperformance has provided Crown with the ability to source sufficient new capital via its investor network ofinstitutions and high net worth investors for further growth. Through its Hybrid Business Model, management believesthat it can accelerate deal origination capabilities, and introduce further scalability and cash flow diversification in itsbusiness model. Management also believes that its rigorous process for originating and underwriting its financingsolutions in a timely manner developed over the last decade is a key factor toward the successful execution of itsHybrid Business Model. See “Description of the Business – Competitive Strengths”.

Growth Strategy

Management believes there is significant untapped potential for the Corporation to provide Long-term Financingsolutions to its financing clients in addition to continued demand for Special Situations Financing solutions. As at thedate of this prospectus, Crown is currently in the process of raising approximately $300 million in a new fund, referredto as Crown Capital Fund IV, with a targeted initial close of approximately $100 million in the third quarter of 2015,through which it plans to provide Special Situations Financing.

The Corporation believes that it has the ability to expand its Hybrid Business Model as a result of a growinginstitutional appetite for alternative investments, reduced competition in the Alternative Credit Industry and a fundinggap that exists for mid-market companies. Crown believes that it has the capability to complete three to six SpecialSituations Financing transactions per year and two to four Long-term Financing transactions per year with its existingcore infrastructure in place.

Crown also believes there are limited providers of long-term, non-equity based capital in the United States andintends to develop a strategy to pursue a more focused U.S. expansion. See “Description of the Business – GrowthStrategy” and “Risk Factors”.

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Summary Pro Forma Financial Information

The following tables set forth the Pro Forma Consolidated Statement of Financial Position as at March 31, 2015and Pro Forma Consolidated Statements of Income of Crown for the three months ended March 31, 2015 and for theyear ended December 31, 2014 after giving effect to the Rollover Transaction. The tables below should be readtogether with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Use ofProceeds”, “Cautionary Note Regarding Forward-Looking Statements”, “Risk Factors” and the Crown FinancialStatements and NCOF II Financial Statements included elsewhere in this prospectus.

Crown Capital Partners Inc.Pro Forma Consolidated Statement of Financial Position

As at March 31, 2015(unaudited)

($ thousands) Crown(1) NCOF II(2) Adjustments Pro Forma

AssetsInvestments at Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 48,904 — 48,904Other Assets(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,369 4,736 (2,879) 6,226

4,369 53,640 (2,879) 55,130

Total Liabilities(3)(4) 4,265 3,014 (4,170) 3,109

Shareholders’ EquityNet Assets Attributable to Limited Partners(5) . . . . . . . . . . . . . . . . . . . . — 50,626 (50,626) —Non-controlling Interest in NCOF II(5) . . . . . . . . . . . . . . . . . . . . . . . . . — — 15,314 15,314

Share capital/Retained Earnings/Contributed Surplus(4)(5) . . . . . . . . . . . . 104 — 36,603 36,707

4,369 53,640 (2,879) 55,130

Notes:(1) Derived from the interim consolidated financial statements of Crown as at March 31, 2015 and for the three-month periods ended March 31,

2015 and 2014, and the related notes attached thereto. See Appendix D.(2) Derived from the interim financial statements of NCOF II as at March 31, 2015 and for the three-month periods ended March 31, 2015 and

2014, and the related notes attached thereto. See Appendix D.(3) The intercompany payable by Crown’s subsidiary to NCOF II at March 31, 2015 has been eliminated.(4) No pro forma adjustment has been made for any asset performance bonus expense. All or a portion of any Performance Fee paid by NCOF II to

Crown will subsequently be paid into a bonus pool for distribution to the existing holders of units in the Crown Capital Fund III APBP, whichincludes Crown employees, advisors and existing shareholders, as an asset performance bonus expense. The Corporation is obligated to pay100% of Performance Fees earned from Crown Capital Fund III pre-Closing to the current holders of units in the Crown Capital Fund III APBP.It is intended that with regard to post-Closing increases in the Performance Fees earned and paid to Crown for Crown Capital Fund III and allPerformance Fees paid to Crown by future Crown Capital Funds, 50% will be subsequently paid into a bonus pool for the Crown managementteam and the remaining 50% will be retained by Crown.

(5) The total net asset value of the NCOF II units ($50.6 million) is allocated between Non-controlling interest and Share capital in proportion to thenumber of units to be acquired by Crown and the total of all NCOF II units.

(6) No pro forma adjustment has been made for any asset performance bonus expense. If such adjustment was made based on the intended post-Closing allocation of Performance Fees, the pro forma Share Capital/Retained Earnings/Contributed Surplus would be approximately$35,900,936.

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Crown Capital Partners Inc.Pro Forma Consolidated Statement of IncomeFor the Three Months Ended March 31, 2015

(unaudited)


Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 258 5,566 (205) 5,619Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 258 1,509 (1,496) 271Income taxes(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1,030 1,030

Net Earnings(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 4,057 261 4,318

AllocationNon-controlling Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,227 — 1,227Earnings Attributable to Owners(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 2,830 261 3,091(5)

0 4,057 261 4,318

Notes:(1) Derived from the interim consolidated financial statements of Crown as at March 31, 2015 and for the three-month periods ended March 31,

2015 and 2014 and the related notes attached thereto. See Appendix D.(2) Derived from the interim financial statements of NCOF II as at March 31, 2015 and for the three-month periods ended March 31, 2015 and

2014, and the related notes attached thereto. See Appendix D.(3) Includes amounts for the estimated total income tax accruing on the taxable income attributable to the exchanged NCOF II limited partnership

units which will be owned by Crown.(4) No pro forma adjustment has been made for any asset performance bonus expense. All or a portion of any Performance Fee paid by NCOF II to

Crown will subsequently be paid into a bonus pool for distribution to the existing holders of units in the Crown Capital Fund III APBP, whichincludes Crown employees, advisors and existing shareholders, as an asset performance bonus expense. The Corporation is obligated to pay100% of Performance Fees earned from Crown Capital Fund III pre-Closing to the current holders of units in the Crown Capital Fund III APBP.It is intended that with regard to post-Closing increases in the Performance Fees earned and paid to Crown for Crown Capital Fund III and allPerformance Fees paid to Crown by future Crown Capital Funds, 50% will be subsequently paid into a bonus pool for the Crown managementteam and the remaining 50% will be retained by Crown.

(5) No pro forma adjustment has been made for any asset performance bonus expense. See note 3(b) to the pro forma consolidated financialstatements of Crown in Appendix D.

Crown Capital Partners Inc.Pro Forma Consolidated Statement of Income

For the Year Ended December 31, 2014(unaudited)


Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,737 9,309 (1,148) 9,897Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,734 1,190 (1,148) 1,775Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — (1,416) (1,417)Net Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 8,119 (1,416) 6,705

AllocationNon-controlling Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,456 — 2,456Earnings Attributable to Owners(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 5,663 (1,416) 4,249

2 8,119 (1,416) 6,705

Notes:(1) Derived from the audited consolidated financial statements of Crown as at December 31, 2014 and 2013 and for each of the years in the three-

year period ended December 31, 2014, and the related notes attached thereto. See Appendix D.(2) Derived from the audited financial statements of NCOF II as at and for the years ended December 31, 2014 and 2013, and the related notes

attached thereto. See Appendix D.(3) Includes amounts for the estimated total income tax accruing on the taxable income attributable to the exchanged NCOF II limited partnership

units which will be owned by Crown.

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Consolidated Capitalization

The following table sets forth the consolidated capitalization of Crown: (i) as at March 31, 2015; (ii) as atMarch 31, 2015 after giving effect to the Pre-Closing Transactions; and (iii) as at March 31, 2015 after giving effect tothe Pre-Closing Transactions and the Offering. The table below should be read together with “Management’sDiscussion and Analysis of Financial Condition and Results of Operations”, “Use of Proceeds”, “Cautionary NoteRegarding Forward-Looking Statements”, “Risk Factors” and the Crown Financial Statements and NCOF II FinancialStatements included elsewhere in this prospectus.

($ thousands) AuthorizedOutstanding as atMarch 31, 2015

Outstanding as atMarch 31, 2015 after

giving effect tothe Pre-ClosingTransactions(1)


giving effectto the Pre-ClosingTransactions(1) and

Offering(2)

Shareholder Loans(3) . . . . . . . . . . . . . . . . . . . . . . — $ 350 $ 350 $ —

Shareholders’ EquityCommon Shares(4) . . . . . . . . . . . . . . . . . . . . . . $ 35,312 $ 95,671

unlimited 100 shares 3,578,093 shares 9,488,093 sharesContributed Surplus . . . . . . . . . . . . . . . . . . . . $ 100 $ 100 $ 100Retained Earnings . . . . . . . . . . . . . . . . . . . . . . $ 4 $ 4 $ 4Non-controlling Interest in NCOF II . . . . . . . . 15,314 15,314

Total Shareholders’ Equity . . . . . . . . . . . . . . . . . $ 104 $ 50,730 $ 111,089

Notes:(1) The Pre-Closing Transactions include issuance of 20 (pre-Stock Split) Common Shares from treasury on May 20, 2015 to certain members of

management and the Rollover Transaction. The 181,818 Transition RSUs with anticipated value of $2 million are not included in thePre-Closing Transactions. The Transition RSUs will be issued subsequent to Closing and are subject to certain time vesting conditions.

(2) The net proceeds to the Corporation from the Offering (assuming no exercise of the Over-Allotment Option) are estimated to be $60.4 million,based on the issuance of approximately 5,910,000 Offered Shares for aggregate gross proceeds of approximately $65 million less theUnderwriting Fee of approximately $3.5 million and expenses of the Offering, estimated to be $1.2 million.

(3) The long-term shareholder loans of $100,000 and the shareholder loans of $250,000 will be repaid from the proceeds of the Offering. See “Useof Proceeds”. Repayment of the loans is subject to providing notice of such repayment to the securities regulatory authorities pursuant to NI 31-103.

(4) The Corporation effected a stock split on June 30, 2015 pursuant to which every issued and outstanding Common Share was changed into 3,030Common Shares (the “Stock Split”).

The Offering

Issuer: Crown Capital Partners Inc.

Offering: 5,910,000 Offered Shares

Offering Price: $11.00 per Offered Share

Common SharesOutstanding prior to theOffering:

363,600 Common Shares as at the date hereof3,578,093 Common Shares, after giving effect to the Rollover Transaction

Common SharesOutstanding after theOffering:

9,488,093

Over-Allotment Option: The Corporation has granted the Underwriters an Over-Allotment Option, exercisable inwhole or in part at any time and from time to time, for a period of 30 days followingClosing, to purchase up to approximately an additional 886,500 Common Shares

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(representing 15% of the Offered Shares offered pursuant to the Offering) at the OfferingPrice. If the Over-Allotment Option is exercised in full, the total price to the public, theUnderwriting Fee and the net proceeds to the Corporation will be approximately$74.8 million, $4.0 million, and $69.5 million, respectively. See “Plan of Distribution –Over-Allotment Option”.

Use of Proceeds: The net proceeds to be received by Crown from the Offering are estimated to be$60.4 million ($69.5 million if the Over-Allotment Option is exercised in full), afterdeducting the Underwriting Fee of approximately $3.5 million (or approximately$4.0 million if the Over-Allotment Option is exercised in full) and the expenses of theOffering, which are estimated to be $1.2 million.

Crown expects to use the anticipated net proceeds of the Offering as follows:(i) approximately $30 million will be used to purchase Crown’s limited partnershipinterest in Crown Capital Fund IV, with a targeted ownership of 30% in Crown CapitalFund IV at the time of its initial closing; (ii) approximately $30 million will be used tofund Crown’s Long-term Financing transactions; and (iii) the balance will be used forworking capital and general corporate and administrative purposes, including $0.35million to be used to repay outstanding shareholder loans.2

Pending use of the net proceeds of the Offering, such net proceeds may be invested asdetermined by the Board. See “Use of Proceeds” and “Description of the Business”.

Restrictions on the Salesof Common Shares:

Pursuant to the Underwriting Agreement, the Corporation has agreed that, without theprior written consent of the Lead Underwriters, it will not, during the period ending180 days after the Closing Date: (i) offer, sell, issue, contract to sell, pledge or otherwisedispose of, directly or indirectly, any Common Shares, rights to purchase CommonShares or any securities convertible into or exercisable or exchangeable for CommonShares; (ii) enter into any swap, hedge or any other agreement that transfers, in whole orin part, the economic consequences of ownership of Common Shares; or (iii) agree orannounce any intention to do any of the foregoing, other than Common Shares issuableunder the Over-Allotment Option or under equity compensation plans of the Corporationoutstanding at Closing; regardless of whether any such transaction described in clause (i)or (ii) above is to be settled by delivery of Common Shares, or other securities orinterests, in cash or otherwise. See “Plan of Distribution”.

Rollover Transaction: Immediately prior to Closing, Crown will acquire limited partnership units of NCOF IIfrom certain limited partners in NCOF II in exchange for the issuance of CommonShares. See “Corporate Structure – Rollover Transaction”.

Lock-up Arrangements: Existing shareholders of Crown have entered into Lock-Up Agreements pursuant towhich the existing shareholders will not trade the Common Shares held for a period ofone year following the Closing Date. Rollover LPs have entered into Lock-UpAgreements pursuant to which the Rollover LPs will not trade Common Shares acquiredpursuant to the Rollover Transaction or otherwise, for a period of six months followingthe Closing Date, subject to certain exceptions. See “Plan of Distribution – Lock-upAgreements”.

Dividend Policy: The Board is expected to establish a dividend policy pursuant to which the Corporationwill pay a quarterly dividend, initially expected to be paid at an annual rate ofapproximately 4.0% based on the Offering Price. Assuming Closing occurs on July 9,2015, the first dividend is expected to be paid for the quarter ended December 31, 2015

2 The shareholder loans have been advanced by the following insiders of the Corporation: (i) Chris Johnson, President & CEO, as to $115,500;(ii) Brent Hughes, Executive Vice President, as to $49,500; and (iii) Norrep, as to $185,000.

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to shareholders of record on December 31, 2015. As the Corporation deploys its capitaland grows its earnings, it targets to pay up to 80% of its annual operating cash flow toshareholders in the form of dividends. The declaration and payment of dividends on theCommon Shares is at the discretion of the Board and will be established on the basis ofCrown’s earnings, financial requirements for Crown’s operations, the satisfaction ofsolvency tests imposed by applicable corporate law for the declaration and payment ofdividends, restrictions on dividend payments and other relevant factors. See “Dividends”.

Risk Factors: An investment in the Offered Shares is speculative and involves a high degree of risk thatshould be considered by potential purchasers. The Corporation’s business is subject tothe risks normally encountered in its industry such as: risks related to performance offinancing clients; prepayment risks; risks of fraud, bankruptcy and default by financingclients; risks regarding security and collateral on the loans; risks related to indebtednessof financing clients; liquidity risks; regulatory risks; risks related to growth and theHybrid Business Model; dependence on key personnel; interest rate risk; leverage; risksregarding credit facilities; changes in market and general economic conditions;competition; and litigation.

In addition, there are risks to purchasers of Offered Shares associated with the nature andstructure of the Offering such as: lack of market for securities; loss of investment; use ofproceeds; share price volatility; future sales of common shares and unfavorable research.

The foregoing list of risks is a Summary only. A purchaser should carefully consider therisk factors set forth above in addition to the other information contained in thisprospectus before purchasing Offered Shares. See “Risk Factors”.

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CORPORATE STRUCTURE

General

The Corporation was incorporated as 3660249 Canada Ltd. on September 8, 1999, pursuant to the CBCA. OnNovember 17, 2000, the Corporation filed articles of amendment to change its name to Crown Capital Partners Inc.On April 2, 2014, the Corporation filed articles of amendment to change its registered office location to Alberta. OnMay 21, 2015, the Corporation filed articles of amendment to remove the Common Share transfer restrictions andprivate company restrictions contained therein, to change the minimum number of directors from one to three and toredesignate the Common Shares from “class ‘A’ shares” to “common shares”. On June 30, 2015, the Corporation filedarticles of amendment to divide the Common Shares on a one for 3,030 basis. The Corporation’s head and registeredoffice is located at 888 3rd Street S.W., 10th floor, West Tower, Calgary, Alberta T2P 5C5 and it also maintains anoffice located at 4330, 77 King Street West, Toronto, Ontario M5K 1H6.

History

Crown’s business was established in October 2000 by Crown Life Insurance Company (“Crown Life”) in order tomanage its private equity and debt investments. Crown’s formation was part of Crown Life’s strategy to optimize themanagement of its assets following the sale of its insurance business to The Canada Life Assurance Company. CrownLife allocated $60 million to Crown to invest in alternative investments. This original capital pool is referred to asCrown Capital Fund I. The final loan in Crown Capital Fund I was extended in April 2005 and all of the loans havebeen realized.

In July 2002, Crown’s management purchased Crown from Crown Life.

In 2005, Crown created CCIP, LP with an U.S. alternative investment manager. CCIP, LP served as one of theinvestment entities for Crown Capital Fund II, which had a target capital commitment of US$150 million. The capitalpool was managed by Crown and deployed approximately $140.4 million in both Canadian and U.S. loans over a twoyear period. This capital pool is referred to as Crown Capital Fund II. The final loan in Crown Capital Fund II wasextended in December 2007 and the fund has been substantially realized.

In 2010, Crown incorporated a subsidiary, Norrep Credit Opportunities Fund Inc. (“Crown GP”) under theBusiness Corporations Act (Alberta) to act as the general partner for Crown’s future NCOF Funds. Collectively theNCOF Funds raised $171 million, of which approximately $81.5 million has been deployed by NCOF II and NCOF II(parallel) to date. This capital pool is referred to as Crown Capital Fund III. NCOF is in the realization stage, whilemuch of the potential return for NCOF II and NCOF II (parallel) is as yet unrealized.

In 2011, Hesperian Capital Management Inc. (now Norrep Capital Management Ltd. (“Norrep Capital”)),acquired an ownership interest in Crown. Effective December 1, 2014 pursuant to a corporate reorganization, NorrepInc. (now Norrep Investment Management Group Inc. (“Norrep”)) acquired Norrep Capital and Norrep Capital’sownership interest in Crown. As at the date hereof, Norrep holds a 50% ownership interest in Crown. Norrep is notactively engaged in the operations or management of Crown.

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The following table sets forth an overview of the former, current and anticipated Crown Capital Funds as at thedate of this prospectus. See “Description of the Business – Current Portfolio Assets”, “– Historical Track Record”,“Cautionary Note Regarding Forward-Looking Statements”, and “Risk Factors”.

Capital Pool

Description of Capital Pool Investment Period(1)

Transactions (number)

Amount Deployed (millions)

Current Status

Crown Capital Fund I

Crown invested on behalf of Crown Life

2002 - 2005 11 $49.4

Final loan was funded in April 2005. All assets have been monetized.

Crown Capital Fund II

Crown invested on behalf of U.S.alternative investment managers

2006 - 2007 11 $140.4

Final loan was funded in December 2007. Partial proceeds of one loan are outstanding.

Crown Capital Fund III

NCOF 2011 - 2012 4 $83.4

Final loan was funded in June 2012. Two loans are outstanding.

NCOF II 2012 - 2015 5 $81.5(2)

Final loan was funded in April 2015. Four loans are outstanding. NCOF II (parallel)

Crown Capital Fund IV

Limited partnership to be established

Target Initial Closing:

Third Quarter of 2015

Target Initial Closing: $100

Target Total: $300

Crown is in the process of raising capital for Crown Capital Fund IV.

Notes:(1) Investment Period includes the investment period set forth in the relevant fund documents along with any time needed to deploy capital

committed during such period.(2) NCOF II and NCOF II (parallel) are co-investors in each noted transaction. Of the approximately $78 million deployed as at March 31, 2015,

approximately $60 million was deployed through NCOF II and approximately $18 million was deployed through NCOF II (parallel). Anadditional $4 million was deployed subsequent to March 31, 2015.

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Organizational Structure

The following organizational chart illustrates Crown’s legal structure and relationship with the NCOF Funds as atthe date hereof:

ManagementAgreement(3)

Crown(2)

ExistingShareholders(1)

NCOF Funds(4)

Institutional/HighNet Worth Investorsas Limited Partners

100%

99.9%

0.1%

(1)

(2)

(3)

(4)

Prior to the Rollover Transaction, the Common Shares are held, directly or indirectly, by three shareholders: 50% by Norrep; 35% by Chris Johnson; and 15% by Brent Hughes.

Norrep Credit Opportunities Fund Inc. (“Crown GP”), is a wholly-owned subsidiary of Crown and is the general partner of the NCOF funds. As the general partner, Crown GP holds a fraction of a unit in each of the NCOF Funds. Crown GP may be removed from its role as general partner where it has acted negligently causing a material adverse effect, violated applicable law or committed a material default of the limited partnership or management agreements.

Crown is the manager of each of the NCOF Funds pursuant to the terms of management agreements between Crown, Crown GP and each NCOF Fund. Such management agreements are in effect until the termination of the relevant NCOF Fund and the Manager may be terminated where it fails to cure or take steps to cure a breach within 30 days notice from the applicable NCOF Fund or where it commits certain acts of insolvency or bankruptcy.

NCOF, NCOF II and NCOF II (parallel). CCIP, LP has been substantially realized and is not included.

Rollover Transaction

Immediately prior to Closing, Crown will acquire limited partnership units of NCOF II from certain Rollover LPsin exchange for the issuance of 3,214,493 Common Shares. Rollover LPs holding approximately 69.8% of the RolloverUnits with an aggregate fair value of approximately $35.4 million have entered into Rollover Agreements with theCorporation. The purchase price of the Rollover Units was determined by the Crown GP on June 30, 2015 (the“Determination Date”) and is equal to the NAV of NCOF II as of May 31, 2015, (the “NAV Date”), as adjusted toreflect any change in the market price of any publicly-traded securities with a readily determinable price held by NCOFII from the NAV Date to close of trading on the day prior to the Determination Date. The aggregate number ofCommon Shares to be issued pursuant to the Rollover Transaction has been determined by dividing the aggregatepurchase price for the Rollover Units by the Offering Price.

No limited partnership units of the other NCOF Funds will be acquired by Crown. The majority of the loanswithin NCOF II have been outstanding for less than two years and a significant portion of the potential returns are stillunrealized. While NCOF II (parallel), holds an interest in the same assets as NCOF II, it has been structured to meetthe specific tax and regulatory needs of its institutional limited partner. The institutional limited partner will not beparticipating in the Rollover Transaction. NCOF is moving toward its wind-up and, as such, a substantial portion of thepotential returns for its limited partners has already been realized. For that reason, Crown will not be seeking to rollover limited partnership units of NCOF.

The Rollover LPs have entered into Lock-Up Agreements pursuant to which the Rollover LPs will not tradeCommon Shares acquired pursuant to the Rollover Transaction or otherwise, for a period of six months following theClosing Date, subject to certain exceptions. See “Plan of Distribution – Lock-up Agreements”.

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The following organizational chart illustrates Crown’s anticipated legal structure and relationship with the CrownCapital Funds following completion of the Rollover Transaction and the Offering:

Norrep, Chris Johnson and Brent Hughes are expected to hold, directly or indirectly, on a fully diluted basis, an approximate 5.6% interest in Crown, assuming the vesting of the Transition RSUs.

Rollover LPs are expected to own an approximate 33.2% interest in Crown, on a fully diluted basis.

Crown GP is a wholly-owned subsidiary of Crown and is the general partner of the NCOF funds. As the general partner, Crown GP holds a fraction of a unit in each of the NCOF Funds. Crown GP may be removed from its role as general partner where it has acted negligently causing a material adverse effect, violated applicable law or committed a material default of the limited partnership or management agreements.

Crown is the manager of each of the NCOF Funds pursuant to the terms of management agreements between Crown, Crown GP and each NCOF Fund. Such management agreements are in effect until the termination of the relevant NCOF Fund and the Manager may be terminated where it fails to cure or take steps to cure a breach within 30 days notice from the applicable NCOF Fund or where it commits certain acts of insolvency or bankruptcy.

NCOF and NCOF II (parallel). CCIP, LP has been substantially realized and is not included.

As a result of the Rollover Transaction, Crown expects to own approximately 69.8% of the limited partnership units in NCOF II.

Crown Capital Fund IV is currently being funded. Crown has targeted an initial closing of $100 million in the third quarter of 2015. Crown expects to provide the initial investment of $30 million in Crown Capital Fund IV and targets a 30% ownership for Crown.

(1)

(2)

(3)

(4)

(5)

Crown(3)

PublicShareholders

Crown Funds(5) NCOF IICrown

Capital FundIV(7)

Institutional/HighNet Worth Investors as

Limited Partners(2)

30%

70%

30.2%

Existing Shareholders(1)

5.6% 61.1% 33.2%

ManagementAgreements(4)

99.9%

69.8%(6)

(6)

(7)

Regulatory Information

Crown is registered as an exempt market dealer under securities laws in Alberta, British Columbia andSaskatchewan, an investment fund manager in Alberta and as a portfolio manager in Alberta and Saskatchewan. Assuch, Crown is subject to specified reporting and working capital obligations under applicable securities laws. Crown iscurrently in compliance with such obligations.

DESCRIPTION OF THE BUSINESS

Corporation Overview

Crown is a specialty finance company focused primarily on providing capital to successful Canadian companies,and to select U.S. companies, that are unwilling or unable to obtain suitable financing from traditional capital providerssuch as banks and private equity funds. Crown originates, structures and provides tailored transitory and permanentfinancing solutions to a diversified group of private and public mid-market companies in the form of loans, royaltiesand other structures with minimal or no ownership dilution. Such financing solutions allow business owners to retainthe vast majority of the economic rewards associated with the ownership of their respective businesses. Though Crownhas historically offered Special Situations Financing loans indirectly through the Crown Capital Funds, followingClosing it plans to implement a Hybrid Business Model which, in addition to its current indirect lending model, willinclude the deployment of the Corporation’s capital to financing clients seeking Long-term Financing, as well as theacquisition of a majority interest in one of its Special Situations Financing funds, NCOF II and a targeted 30%ownership in its future Special Situations Financing funds. See “Description of Business – Hybrid Business Model”and “Corporate Structure – Rollover Transaction”.

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Crown targets successful companies with perceived risk profiles exceeding the lending criteria of traditionallenders, and whose capital requirements are too small to access the high yield public debt market. In identifyingpotential financing clients, particular attention is paid to the stability and growth of revenues and profitability, thepotential client’s ability to repay debt, and marketability of the client or its assets in a default scenario. Crown’smanagement team has developed strong expertise in the Alternative Credit Industry and over the past 15 years theCorporation has completed over 30 private debt transactions across Crown Capital Fund I, Crown Capital Fund II andCrown Capital Fund III. Loans in Crown Capital Fund I and Crown Capital Fund II generated Gross IRRs of greaterthan 20.0% and approximately 12.4%, respectively, while the loans comprising Crown Capital Fund III are stilloutstanding and as at March 31, 2015 have generated a Gross IRR of approximately 10.4%.

Crown’s financing solutions are designed to generate stable and predictable cash flows for Crown over the long termwhile limiting its exposure to variability in the financing client’s operating performance. Crown intends to develop adiversified portfolio of successful commercial-stage financing clients that generate stable and recurring cash flows forCrown. With a stable cash flow, Crown intends to provide regular dividends to shareholders. See “Dividends” and “RiskFactors”.

Historically, Crown has derived its revenues principally from base management fees. Following the Offering,Crown anticipates diversification of its revenue streams. In regard to Special Situations Financing structures, Crownexpects to continue to earn base management fees and have the opportunity to earn performance fees. In addition,Crown intends to acquire limited partnership interests in NCOF II (through the Rollover Transaction), Crown CapitalFund IV and future Crown Capital Funds, from which Crown expects to earn investment income based on itsownership level and pro rata share of net income in each Crown Capital Fund. As Crown implements its HybridBusiness Model, it also expects to realize returns from Long-term Financing solutions.

The Corporation has offices in Toronto and Calgary, and employs five professionals, each of whom hassubstantial experience in originating, structuring, underwriting and managing alternative investments. The two keyindividuals in the Corporation, Chris Johnson, President & CEO and Brent Hughes, Executive Vice President, eachhave been employed at Crown and its predecessor firms for approximately 15 years and have achieved a top quartilerecord of success among other lenders in the North American Alternative Credit Industry.

As at March 31, 2015, Crown had Assets Under Management of approximately $85 million through the CrownCapital Funds. Crown is in the process of raising a target amount of approximately $300 million for Crown CapitalFund IV, through which it plans to provide Special Situations Financing. Crown has targeted an initial close for CrownCapital Fund IV of approximately $100 million in the third quarter of 2015 and intends to raise approximately $200million in additional capital once the initial capital is fully deployed. Prospective purchasers are cautioned that CrownCapital Fund IV is currently being established and is not yet funded. There is no guarantee that Crown will be able toraise all or any of its $300 million target or that Crown Capital Fund IV will have its initial closing in the third quarterof 2015 or anytime thereafter. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”.

Financing Principles

Crown’s approach to financing is guided by the following core principles and philosophies:

Š Favourable Macroeconomic Environment: Crown takes a top-down approach to origination screening bylooking at industry sectors with favourable economic conditions and robust growth prospects.

Š Strong Operating Track Record and Stability of Cash Flow: Crown will look to enter into financingtransactions with businesses that have a successful operating history and a track record of generating positivecash flow. Crown will also consider other factors which may include but are not limited to market share,customer concentration, volatility of historical performance and ability to sustain cash flow and margins overthe longer term.

Š Owner/Management Track Record: Crown’s extensive due diligence process is designed to ensure thatfunding is provided to high quality businesses with strong management teams that have an extensive trackrecord of operational success and industry expertise.

Š Tailored Financing Solutions with Economic Ownership Alignment: Crown’s financing solutions aretailored to meet the needs of its financing clients, providing flexibility and the potential for the clients toparticipate in any future profits or gains.

Š Cash Flow-Based, Secured Lending: Unlike asset-based lenders whose lending decisions are primarilybased on the borrower’s net realizable value of assets, Crown’s financing solutions are expected to primarily

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rely on the maintenance of cash flows to determine a financing client’s ability to service debt, and onenterprise value to determine recovery values.

Š Limited and Manageable Leverage: Crown intends to consider the debt servicing track record of potentialfinancing clients and look to ensure that the anticipated cash flows of the businesses provide sufficientcoverage for payments that will become due on funds advanced.

Š Industry and Geography Diversification: Crown expects to diversify its portfolio with regard to bothbusiness segments and geographies.

Target Client Universe

Crown focuses on providing tailored financing solutions to successful mid-market businesses with strong leadershipteams and a history of profitability. Conversely, Crown does not offer financing solutions to distressed businesses due to thevolatility of these investments and the high potential for workout situations. Though primarily focused on Canada, Crownseeks opportunities across Canada and the United States and pursues a multi-sector portfolio approach.

Crown believes a significant opportunity exists to provide capital to private business owners. In management’sexperience, private business owners are highly sensitive to ownership dilution and are reluctant to issue dilutive equityto third parties. These businesses have limited options for raising long-term capital and Crown’s financing solutions arespecifically designed to address such capital needs.

Crown believes that its tailored structured financing solutions will provide an attractive alternative for businessowners for the following reasons:

Š Access to Capital with Minimal or No Ownership Dilution: Crown’s tailored financing solutions areintended to provide the owners of mid-market businesses with the ability to access capital without acorresponding ownership dilution.

Š Path to Partial Liquidity and/or Access to Growth Capital: An injection of capital from Crown allows abusiness owner to withdraw capital from its business and/or allows the business to execute on its growthobjectives while maintaining its existing ownership structure.

Š Retention of Operating Control: Crown’s tailored financing structures allow business owners to retainoperating control of their companies, thereby allowing such owners to grow their businesses independently.

Š Continued Participation in Growth of Business: Business owners continue to be aligned with the business andincentivized as they benefit from any growth of their business by retaining their existing ownership structure.

Š Tax Efficient: The financial returns paid to Crown are generally structured to be tax deductible for itsfinancing clients, thereby reducing a client’s income taxes and the overall cost of borrowing.

Hybrid Business Model

Following Closing, Crown will implement a Hybrid Business Model that will provide two distinct financingsolutions to its financing clients. Management believes that there is significant untapped potential for the Corporationto provide Long-term Financing solutions to its financing clients in addition to a continued demand for SpecialSituations Financing. Through Crown’s historical track record and established Special Situations Financing deal flow,management believes it will have access to financing clients with a need for both solutions. The Hybrid BusinessModel will be based on the following:

Š Deploying Crown’s own capital to offer financing solutions to its clients through Long-term Financing; and

Š Indirectly offering Special Situations Financing to its clients through the Crown Capital Funds which Crownmanages and in which Crown expects to invest as a limited partner. Following the Rollover Transaction,Crown expects to hold an approximate 69.8% interest in NCOF II and going forward, Crown expects to holdan approximate 30% interest in any future Crown Capital Funds.

Crown’s unique Hybrid Business Model will seek to serve both the short-term transitory needs for minimally-dilutive capital and long-term financing needs for non-dilutive capital. Crown’s Special Situations Financing solutionsincludes loans for up to five years in the form of senior or subordinated loans with additional bonus features that mayinclude warrants, gifted shares, payment-in-kind or phantom equity. Target Gross Yields are 12% to 17% per annumand the target loan size is $5 million to $50 million for Special Situations Financing. Crown’s Long-term Financingsolutions are expected to include long-term capital for greater than five years in the form of fixed rate long-term loans,

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participating loans, perpetual debt, income streaming and royalty interest structures. Crown’s Long-term Financingsolutions will generally not include any equity bonus features and will generally have a Target Gross Yield of 10% to16% per annum and a target loan or investment size of $10 million to $50 million.

HYBRID BUSINESS STRUCTURE

Management Contract(1)

Shareholders

Long-term Financing(Direct Loans)

Fund IV(2)

$100 millionNCOF

Special Situations Financing(Crown Capital Funds)

(Listed Entity)

NCOF IIRoll-over

(100% Ownership)

(30% OwnershipTarget)

(69.8% Ownership)(3)

NCOF II(Parallel)

(1) For the existing Crown Capital III Funds, Crown expects to continue to earn base management fees of 1.75% on funded, unreturned capital.Crown also expects to have the opportunity to earn performance fees of 20% of profits over a base investor return of 8%, if any.

(2) Total size of Crown Capital Fund IV is projected at $300 million with an initial closing target size of $100 million in the third quarter of 2015.(3) As a result of the Rollover Transaction, Crown expects to own approximately 69.8% of the limited partnership units in NCOF II.

Crown believes that the anticipated legal structure and relationship with the Crown Capital Funds following completionof the Rollover Transaction and the Offering provide an effective funding model to execute its Hybrid Business Model.

The two components of the Hybrid Business Model are expected to complement each other by focusing on thesame target client base. Crown believes that this unique hybrid approach of capital deployment provides theCorporation with the following significant benefits:

Š Optionality for financing clients and cross-selling opportunities: By providing both short-term debtsolutions and long-term, non-dilutive capital, potential financing clients are given a broader range of productsto choose from and Crown will be able to cross-sell its offerings to existing clients.

Š Accelerated deal origination capabilities: Crown’s hybrid product offering is expected to expand theCorporation’s addressable market by capturing both Special Situations Financing and Long-term Financingclients, whose choices are currently binary. Crown believes that this will lead to a greater number of businessleads and accelerated deal origination capabilities.

Š Inherent operating leverage and scalability: The due diligence and underwriting process is similar for bothSpecial Situations Financing and Long-term Financing. By focusing on the same target client base, Crown believesthat the inherent operating leverage of its business model will provide the Corporation with significant scalability.

Š Assets Under Management and cash flow diversification: The Hybrid Business Model is expected to enableCrown to diversify both its Assets Under Management and its cash flow streams. Special Situations Financingsolutions are typically for less than five years while Long-term Financing solutions typically range from more thanfive years to indefinite periods, providing Crown with duration diversification. In addition to the management andperformance fees earned on Special Situations Financing, Crown expects revenue diversification in the form ofincome streaming or royalty structure payments on direct Long-term Financing investments.

Special Situations Financing

Since 2002, Crown has been providing financing solutions to businesses for transitory capital requirementsgenerally in the form of short and medium term senior or subordinated loans (“Special Situations Financing”). Due tothe nature of these transactions, the majority of Special Situations Financing is driven by events such asrecapitalizations, growth financings, acquisitions and management buy-outs.

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Special Situations Financing is provided indirectly by Crown through the Crown Capital Funds. The Crown CapitalFunds are, and are expected to be in the future, structured as limited partnerships, the limited partners of which are comprisedof institutional and high net worth investors. Revenue from the Crown Capital Funds is, and is expected to continue to be,distributed to the limited partners and not typically redeployed into new financing solutions by the applicable capital pool.Crown acts, and plans in the future to act, as manager of the Crown Capital Funds pursuant to long-term managementcontracts, earning management fees and having the opportunity to earn performance fees for its asset management services.Crown also plans to invest in the Crown Capital Funds alongside third party investors. See “Corporate Structure – RolloverTransaction”. Going forward, Crown plans to target a 30% ownership in future Crown Capital Funds.

Crown has historically derived its revenues principally from base management fees and has had the opportunity toearn performance fees based on a percentage of returns over a base investor return. See “Revenue Streams” below.

Crown has previously raised three capital pools (Crown Capital Fund I, Crown Capital Fund II and Crown CapitalFund III) through which it offered Special Situations Financing with each successive portfolio growing in size. As atMarch 31, 2015, Crown had Assets Under Management of approximately $85 million.

Crown is currently in the process of raising Crown Capital Fund IV. The Corporation plans to provide the initialinvestment in Crown Capital Fund IV and the balance is expected to be raised from institutional investors and high networth investors. Crown has developed relationships with numerous financial institutions and wealth management firmsthat are expected to continue participating in Crown Capital Funds in the future.

Crown’s Special Situations Financing solutions consist of senior and subordinated loans with terms ranging from sixmonths to five years and are offered indirectly by Crown through the Crown Capital Funds. These financing solutions aresecured by the financing client’s business and its assets, subject to prior interests of any existing senior lenders in the caseof subordinated loans. Special Situations Financing solutions are structured to limit ownership dilution and to provide thefinancing client with the ability to focus on the continued management and growth of the business. A financing client witha Special Situations Financing product typically requires Crown’s prior consent for any material changes to the client’sbusiness, such as: (i) the sale or disposition of assets, (ii) material changes to its compensation practices, (iii) a change ofits auditors, and (iv) any non-arm’s length investments or mergers and acquisitions. Crown also establishes rigorousfinancial covenants for each financing client, including but not limited to, prescribing acceptable limits on Debt/EBITDA,Current Ratio and Loan-To-Value to ensure that the client achieves its financial performance and to provide Crown withan opportunity for significant influence in the event that the client does not achieve its financial performance. In certaintransactions, Crown also structures Special Situations Financing solutions to include bonus features such as specialwarrants, payment in kind (“PIK”), phantom equity or gifted shares. Such bonus features provide Crown with the abilityto participate in the business’ upside in addition to its income from interest payments.

Long-term Financing

Complementing its Special Situations Financing solutions, Crown intends to develop a diversified portfolio oflong-term financing clients across numerous industries to provide non-dilutive sources of long term capital in the formof fixed rate long-term loans, participating loans, perpetual debt, income streaming and royalty interest structures(“Long-term Financing”). Crown’s Long-term Financing solutions are intended to have maturities of greater than fiveyears and it is expected that the majority of Long-term Financing clients will be privately-owned businesses that fit theprofile of Crown’s target market. See “Description of the Business – Target Client Universe”.

Crown believes that there is a substantial pool of successful business owners and operators who would benefitfrom Long-term Financing which does not involve issuing equity or borrowing capital with a term of five years or less.Long-term non-dilutive capital allows owners to defer the repayment of principal such that they can consider it,effectively, as permanent capital.

Long-term Financing complements Crown’s Special Situations Financing by providing Crown with the ability tooffer financing clients tailored financing solutions ranging in duration from six months to an indefinite period. Crownexpects to source Long-term Financing opportunities from the same target client base as its Special SituationsFinancing opportunities, and intends to focus on businesses with more predictable and reliable cash flows.

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Crown’s Hybrid Business Model of directly entering into Long-term Financing transactions and indirectlyproviding Special Situations Financing solutions through the Crown Capital Funds managed by the Corporation isexpected to provide Crown with both investment and management fee income. Furthermore, Crown believes that theHybrid Business Model is expected to provide cross-selling opportunities, accelerated deal sourcing and improvedscalability to the business. The Corporation may also realize capital growth through compounding capital gains arisingfrom the bonus features that form part of certain Special Situations Financing solutions.

Crown’s Long-term Financing products will be offered directly by Crown to its financing clients and are expectedto consist of fixed rate long-term loans, participating loans, perpetual debt structures, income streaming structures androyalty interest structures with terms of five years or greater. Long-term non-dilutive capital can be structured in anumber of forms including:

Š Fixed Rate Long-term Loan – a long-term loan to a business with a defined principal repayment and interestpayment.

Š Participating Loan – a long-term loan with principal repayment and interest linked to the performance of abusiness or project.

Š Perpetual Debt Structure – a secured financing offered to a business with no fixed terms of principalrepayment but a defined interest payment.

Š Income Streaming Structure – a secured financing of, or direct ownership in, assets with either fixed ordefined income participation.

Š Royalty Interest Structure – a secured financing offered to a business with no fixed terms of principalrepayment but fixed or defined income participation.

Businesses typically raise long-term capital for growth, recapitalizations, buy-outs and acquisitions. Crown hasexperience in funding all four capital requirements, and in particular, Crown management believes there is a significantuntapped potential for non-dilutive equity recapitalizations as business owners seek to withdraw capital from theirbusinesses and diversify their capital deployment.

Long-term Financing solutions are structured to achieve a consistent cash payment to Crown and typically do notinclude additional return enhancing bonus features as may be present in Special Situations Financing. To promote long-term returns, Long-term Financing solutions are expected to include medium to high prepayment penalties with limitedor no amortization. Crown expects to also impose financial covenants specific to each Long-term Financing clientwhich establish acceptable parameters, and which may include but are not limited to Debt/EBITDA, Current Ratio andLoan-To-Value. Such financial covenants establish long-term value creation targets, however, these covenants areexpected to be more flexible than covenants applicable to Special Situations Financing loans.

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Characteristics of Crown’s Financing Solutions

Crown focuses on providing financing solutions tailored to its financing clients’ needs. Key characteristics of itsSpecial Situations Financing and Long-term Financing solutions are set out below:

Typical Covenants:

Special Situations Financing Long-term Financing

Vehicle: Senior or Subordinated Loans

Fixed Rate Long-term Loans, Participating Loans, Perpetual Debt Structures, Income Streaming Structures and Royalty Interest Structures

Target Cash Yield: 10% - 14% per annum 10% - 16% per annum

Target Gross Yield: 12% - 17% per annum 10% - 16% per annum

Bonus Feature: Warrants, Gifted Shares, Phantom Equity, PIK Limited

Target Loan Size: $5 million to $50 million $10 million to $50 million

Duration: 6 months to 5 years 5 Years to Indefinite

Amortization: Flexible Flexible

Prepayment Cost: Low Medium to High

Company Ownership: Public & Private Predominately Private

Current Ratio, Debt/EBITDA typically less than 4x Debt/EBITDA typically less than 4xTypical Covenants:

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Current Portfolio Assets

Overview

Crown Capital Fund III is currently comprised of a total of nine loans. As at March 31, 2015, Crown Capital Fund IIIcomprised eight loans with Total Combined Proceeds of approximately $189.1 million, which included a total UnrealizedAmount of approximately $85 million. In April 2015, Crown Capital Fund III funded another loan for $4 million. Theloans are diversified across a wide range of sectors including healthcare, financials, business services and mining.

Crown Capital Fund III Date(1) Duration(2)

Aggregate Loan Amount

(millions)

Realized Amount(3)

(millions)

Unrealized Amount(7)

(millions)

Total Combined Proceeds(5)

(millions)

Petrowest Corporation Jun - 2011 27 months $25.0 $33.7 $1.7 $35.3

Contac Services Inc. Jul - 2011 45 months $23.8 $1.4 $15.6 $17.0

Touchstone Exploration Inc. Jun - 2012 24 months $24.0 $29.1 $0.0 $29.1

Landdrill International Inc. Mar - 2012 37 months $10.6 $4.5 $3.6 $8.0$83.4 MM $68.6 MM $20.8 MM $89.4 MM

Genalta Power Inc. Dec - 2012 18 months $20.0 $23.7 $0.3 $24.0

Claude Resources Apr - 2013 24 months $25.0 $8.3 $24.8 $33.1

Questrade Inc. Dec - 2013 16 Months $10.0 $1.6 $11.4 $12.9

CRH Medical Corporation Dec - 2014 4 Months $22.5 $2.2 $27.4 $29.7

Corrosion Service Company Apr - 2015 1 month $4.0 $0.0 $4.0 $4.0

$81.5 MM $35.8 MM $67.8 MM $103.6 MM

(1) Date the loan was initiated.(2) Duration refers to the period of time a loan was or has been outstanding to March 31, 2015.(3) Realized Amount means the actual cash inflows received in respect of a loan.(4) Unrealized Amount means the projected cash inflows to be received in respect of a loan based on management’s fair value estimate of a loan and its bonus features, including securities, as calculated by Crown.(5) Total Combined Proceeds includes Unrealized Amounts based on management's estimate of projected cash inflow for loans based on a fair value estimate as at March 31, 2015. Actual amounts realized may be materially different resulting from factors including but not limited to, a variance in discount rate based on changing market conditions, changes in valuation methods, or the economic performance of the individual loan. Other risks include the credit risk of a counter party failing to discharge its obligations, liquidity risk of a capital pool failing to meet its financial obligations, market risk of the fair value fluctuating because of changes in market prices, currency exchange rates, interest rates or the ability of borrower to distribute their products, and capital management risks resulting from the capital pool not having access to capital to finance its operations. For more details on these and other risks, see Notes 4 and 5 to the NCOF II Financial Statements and “Risk Factors – Risk Particular to the Alternative Credit Industry”.(6) Multiple is calculated as Total Combined Proceeds divided by the Aggregate Loan Amount.(7) All of the loans are currently outstanding other than: (i) Petrowest Corporation for which the $1.7 million Unrealized Amount relates to equity shares of Petrowest Corporation held by Crown; (ii) Touchstone Exploration Inc. for which Crown holds outstanding nil value warrants; and (iii) Genalta Power Inc. for which the Unrealized Amount relates to common share purchase warrants held by Crown.

Norrep Credit Opportunities Fund LP

Norrep Credit Opportunites Fund II LP

Multiple(6)

1.4x

0.7x

1.2x

0.8x1.1x

1.2x

1.3x

1.3x

1.3x

1.0x

1.3x

Loans Subject toRollover Transaction

Through the Rollover Transaction, Crown will gain exposure to the loans within NCOF II (highlighted above anddescribed further below). Such loans are in good standing, with no overdue positions and management is not aware ofany potential impairments. As at March 31, 2015, the loans comprising NCOF II generated a Gross IRR ofapproximately 22.9% with a Multiple of approximately 1.3x and a fair value of approximately $48.9 million.

Rollover Transaction Loans

Genalta Power Inc.

Genalta Power Inc. (“Genalta”) is a Calgary-based, privately owned clean electricity generation company and amarket leader in waste energy to power applications. Prior to Crown’s financing, Genalta was seeking a non-dilutivesource of medium-term capital to execute on the construction of several power facilities that were signed under long-termpower purchase agreements. As a high growth, privately owned company, Genalta was sensitive to ownership dilution. InDecember 2012, Crown advanced $20 million to Genalta, in the form of a 48 month subordinated term loan. The interestrate on the loan was 10% and Crown was also issued common share purchase warrants as part of the transaction. Genaltawas successful in advancing its projects resulting in the early repayment of Crown’s loan in July 2014.

Claude Resources Inc.

Claude Resources Inc. (“Claude”) is a TSX–listed gold producer focused on its Seabee Gold Project located inNorthern Saskatchewan. Prior to Crown’s financing, Claude was seeking non-dilutive sources of capital for expansioncapital at the Seabee Gold Project, refinancing and general corporate purposes. Claude was trading significantly belowits net asset value and was sensitive to ownership dilution. In April 2013, Crown advanced $25 million to Claude in theform of a 60 month subordinated term loan. The interest rate on the loan was 10% and Crown was also issued commonshare purchase warrants as part of the transaction (such common share purchase warrants were subsequently cancelledand common shares were issued to Crown for no cash consideration).

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Questrade Inc.

Questrade Inc. (“Questrade”) is Canada’s largest independent discount brokerage firm and the fifth largestCanadian online brokerage. Questrade is headquartered in Toronto and privately owned. Prior to Crown’s financing,Questrade was seeking medium-term capital to grow its regulatory capital base in order to meet its growth targets. As ahigh growth, privately owned company, Questrade was sensitive to ownership dilution. In December 2013, Crownadvanced $10 million to Questrade, in the form of a 60 month subordinated loan. The interest rate on the loan is 10%plus a bonus participation tied to Questrade’s financial performance.

CRH Medical Corporation

CRH Medical Corporation (“CRH”) is a publicly listed medical company focused on providing physicians withproducts and services for the treatment of gastrointestinal diseases. In December 2014, CRH announced the acquisitionof Gastroenterology Anesthesia Associates, LLC (“GAA”) for an initial US$58.6 million purchase price with funds inpart provided by Crown. The acquisition of GAA was expected by CRH’s management to be a transformationalacquisition and CRH was sensitive to ownership dilution. In December 2014, Crown advanced $22.5 million to CRH inthe form of a 42 month subordinated term loan. The interest rate on the loan is 12% per annum (decreasing to 10%subject to CRH meeting certain obligations under the credit agreement) and Crown was also issued common shares ofCRH for no cash consideration.

Corrosion Service Company Limited

Corrosion Service Company Limited (“Corrosion”) is a privately owned engineering firm based in Torontoproviding electrochemical corrosion control systems to a broad range of industries for over 60 years. Corrosionrequired funds to execute a management buy-out and was sensitive to ownership dilution. In April 2015, Crownadvanced $4 million to Corrosion in the form of a 60 month subordinated term loan.

Historical Track Record

Prospective purchasers are cautioned that the following discussion relates to Crown’s prior performance andmay not be indicative of Crown’s expected future performance. Crown’s historical track record is based only onSpecial Situations Financing transactions. Following Closing, Crown intends to implement a Hybrid Business Modelwhich will also include Long-term Financing solutions. There is no guarantee that the Hybrid Business Model willgenerate Gross IRRs or Multiples reflected in Crown’s prior performance. Prospective purchasers are cautioned not toplace undue reliance on Crown’s historical track record in making an investment decision. See “Risk Factors” and“Presentation of Performance Metrics.”

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Since 2002, Crown has deployed over $350 million in more than 30 Special Situations Financing transactions.The loans comprising Crown Capital Fund I and Crown Capital Fund II have generated Gross IRRs of greater than20.0% and approximately 12.4%, respectively, and Multiples of approximately 1.6x and 1.3x, respectively. All loans inCrown Capital Fund I have been fully realized and only partial proceeds of one loan remain outstanding in CrownCapital Fund II. The loans comprising Crown Capital Fund III are still outstanding, and have generated a Gross IRR ofapproximately 10.4% and a Multiple of approximately 1.2x as at March 31, 2015. Crown Capital Fund III is currentlyin the realization stage and much of the potential return is yet to be realized.

Date(1) Duration(2) Currency (3)

Aggregate Loan Amount

(millions)

Total Combined Proceeds (4)

(millions) Multiple (5)

Petrowest Corporation Jun - 2011 27 months CAD $25.0 $35.3 1.4xContac Services Inc. Jul - 2011 45 months CAD $23.8 $17.0 0.7xTouchstone Exploration Inc. Jun - 2012 24 months CAD $24.0 $29.1 1.2xLanddrill International Inc. Mar - 2012 37 months CAD $10.6 $8.0 0.8xGenalta Power Inc. Dec - 2012 18 months CAD $20.0 $24.0 1.2xClaude Resources Inc. Apr - 2013 24 months CAD $25.0 $33.1 1.3xQuestrade Inc. Dec - 2013 16 months CAD $10.0 $12.9 1.3xCRH Medical Corporation Dec - 2014 4 months CAD $22.5 $29.7 1.3xCorrosion Service Company Apr - 2015 1 month CAD $4.0 $4.0 1.0x

$164.9 $193.1 1.2x

Nightingale Chairs Inc. Feb - 2006 60 months CAD $13.0 $20.1 1.5xClothing for Modern Times Ltd. Feb - 2006 29 months USD $1.3 $1.8 1.4xExplorer Software Inc. Feb - 2006 11 months CAD $3.0 $3.8 1.3xAmeric Disc Inc.(7) Jul - 2006 104 months USD/CAD $19.7 $10.6 0.5xRockford Holdings Corp. Jun - 2006 8 months USD $5.4 $9.2 1.7xAdeptron Inc. Sep - 2006 20 months CAD $5.0 $6.3 1.3xMarble Point Energy Inc. Dec - 2006 16 months CAD $15.0 $18.3 1.2xUniserve Communications Corporation May - 2007 16 months USD $10.0 $12.8 1.3xRutter Inc. Jun - 2007 58 months CAD $40.0 $58.8 1.5xWellpoint Systems Inc. Aug - 2007 7 months USD $15.0 $17.4 1.2xSherson Group Inc. Dec - 2007 61 months CAD $13.0 $19.2 1.5x

$140.4 $178.2 1.3x

Keystone Petroleums Ltd. Jan - 2002 33 months CAD $1.5 $3.5 2.3xPurcell Energy Inc. Oct - 2002 37 months CAD $5.0 $8.0 1.6xRichards Packaging Inc. Nov - 2002 18 months CAD $5.0 $9.0 1.8xMid-Sask Terminal Ltd. May - 2003 21 months CAD $2.5 $2.9 1.2xAxia NetMedia Corporation Dec - 2003 4 months CAD $2.0 $7.1 3.6xStegg Limited Mar - 2004 80 months CAD $6.7 $8.9 1.3xRanchgate Energy Inc. Jun - 2004 4 months CAD $5.0 $5.3 1.1xNu-Fub Burton L.P. Dec - 2004 9 months CAD $1.7 $1.8 1.1xElephant & Castle Group Inc. Dec - 2004 29 months CAD $5.0 $9.7 1.9xClothing for Modern Times Ltd. Mar - 2005 115 months CAD $10.0 $13.9 1.4xSherson Group Inc. Apr - 2005 34 months CAD $5.0 $7.2 1.4x

$49.4 $77.3 1.6x

Crown Capital Fund III (2011)

Crown Capital Fund II (2006)

Crown Capital Fund I (2002)

(6)

(1) Date the loan was initiated.(2) Duration refers to the period of time a loan was or has been outstanding to the earlier of: (i) March 31, 2015; or (ii) realization of the loan.

Duration does not reflect any bonus features of the loans which may be outstanding.(3) For Crown Capital Fund II, for purposes of calculating Gross IRRs, Multiples and other Performance Measures, and for aggregating such

measures in this prospectus, amounts are displayed in the currency in which the loan was made or are converted to Canadian dollars from U.S.dollars on a 1:1 basis, in each case, without any adjustment for the impact that currency exchange rates or currency exchange rate fluctuationsmay have on such measures. Management believes that if adjustments to Performance Measures were made in respect to currency exchange ratemovements, the impact of such adjustments would not be material.

(4) With regard to the loans within Crown Capital Fund III and the Americ Disc Inc. loan in Crown Capital Fund II, Total Combined Proceedsincludes Unrealized Amounts based on management’s estimate of anticipated cash inflow for loans based on a fair value estimate as atMarch 31, 2015. The fair value estimate is based on a number of factors as disclosed in Notes 4 and 5 to the NCOF II Financial Statements atpages D-28, D-30, D-41 and D-43. A change in any factors could cause actual amounts realized to be materially different than management’sestimates, including but not limited to, as a result of a variance in discount rate based on changing market conditions, changes in valuationmethods, or the economic performance of the individual loan. Other risks include the credit risk of a counter party failing to discharge itsobligations, liquidity risk of a capital pool failing to meet its financial obligations, market risk of the fair value fluctuating because of changes in

27

market prices, currency exchange rates, interest rates or the ability of borrower to distribute their products, and capital management risksresulting from the capital pool not having access to capital to finance its operations. For more details on these and other risks, see Notes 4 and 5to the NCOF II Financial Statements and “Risk Factors – Risks Particular to the Alternative Credit Industry.” See the Current Portfolio Assetschart on page 24 for disclosure of the Unrealized Amounts of the loans in Crown Capital Fund III.

(5) Multiple is calculated as Total Combined Proceeds divided by the Aggregate Loan Amount.(6) For further disclosure regarding the loans within the Crown Capital Fund III, including the allocation of loans between NCOF and NCOF II/

NCOF II (Parallel), see the chart on page 24 under “Current Portfolio Assets – Overview”.(7) The loan to Americ Disc Inc. was made partially in U.S. dollars and partially in Canadian dollars. As at the date hereof an Unrealized Amount of

$600,000 is outstanding related to the liquidation of this loan. Management fees are not charged on such Unrealized Amount.

Crown Capital Fund III

Collectively, the NCOF Funds raised approximately $171 million; this capital pool is referred to as Crown Capital FundIII. Crown Capital Fund III began deploying capital in June 2011. To date, approximately $164.9 million has been deployedto nine companies that operate within the energy, mining, business services and healthcare sectors. Crown Capital Fund III iscurrently in the realization stage and much of the potential return is yet to be realized. Loans comprising Fund III havegenerated a Gross IRR of approximately 10.4% as at March 31, 2015 with a Multiple of approximately 1.2x.

$100

$150

$200

$ M

illio

ns

Loan Amount Total Combined Proceeds

$164.9

$193.1

1.2x

(1) Total Combined Proceeds are comprised of a Realized Amount of approximately $104.4 million and an Unrealized Amount of approximately$88.6 million.

Crown Capital Fund II

Crown Capital Fund II was created in 2005 as part of Crown’s formation of CCIP, LP in partnership with a U.S.alternative investment manager with a target capital commitment of US$150 million. This capital pool was managedby Crown and deployed approximately $140.4 million over a two year period beginning on February 2006. Capital wasprovided to 11 companies across multiple industry sectors. Crown Capital Fund II has been substantially realized andthe loans achieved a Gross IRR of approximately 12.4% and Multiple of approximately 1.3x.

$0

$100

$200

$ M

illio

ns

Loan Amount Total Combined Proceeds

$140.4

$178.2

1.3x

(1) Total Combined Proceeds are comprised of a Realized Amount of $177.6 million and an Unrealized Amount of $0.6 million.

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Crown Capital Fund I

Crown’s first capital pool was launched following the establishment of Crown in October 2000 by Crown Life inorder to manage its private equity and debt investments. Crown Life allocated $60 million to Crown to invest inalternative investments. A total of approximately $49.4 million was provided to 11 companies across multiple industrysectors between January 2002 and April 2005. Crown Capital Fund I has been realized and the loans achieved a GrossIRR greater than 20.0% and Multiple of approximately 1.6x.

$0

$50

$100

$ M

illio

nsLoan Amount Total Combined Proceeds

$49.4

$77.3

1.6x

(1) Total Combined Proceeds reflect the Realized Amount, there is no Unrealized Amount for Crown Capital Fund I.

Expertise Across Various Sectors

Crown has provided Special Situations Financing solutions to clients in a wide variety of sectors across its CrownCapital Funds. Crown tailors its financing strategies and solutions to properly capture the return potential and protectagainst downside risks of the various sectors. To date, Crown’s financing clients have been highly diversified with noone industry group representing greater than 25% of total capital deployed. With respect to geography, Crown’sfinancing transactions have been focused on Alberta and Ontario with these provinces representing approximately 31%and 21%, respectively, of total capital deployed.

The following charts show Crown’s historical financing transactions from 2002 through 2015 by sector and bygeography.

Historical Transactions by Sector Historical Transactions by Geography

Energy 14% Agriculture 1%Manufacturing 13% Retail 8%Energy Services 12% Mining 7%Consumer Products 7% Telecommunications 3%Restaurant and Food Service 1% Software 5%Business Services 22% Healthcare 6%

Alberta 31% British Columbia 18%Saskatchewan 9% Ontario 21%Quebec 6% Maritimes 14%United States 2%

Loan Origination and Financing Process

Crown has developed a rigorous management process for originating, underwriting and managing its portfolio.

Crown approaches the operation of an alternative financing company as a combination of partnering withfinancing clients and executing alternative financing transactions. Crown accomplishes its goals by organizing itsapproach into three primary and distinct management disciplines: (i) proactive transaction origination, (ii) disciplinedunderwriting and (iii) active portfolio management. Management believes that these disciplines generate high qualitylending decisions, reduce volatility and risk, and lead to higher overall loan performance.

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The Corporation’s financing process can be summarized as follows:

Deal Origination Deal Underwriting Portfolio Management

Deal Origination

Crown’s personnel have extensive business experience and a broad contact base across Canada and the United States.These contacts exist within the business and financial community, with professional advisors including major investmentbanking, accounting and legal firms, as well as specific subject experts, private equity firms and providers of private capital.

Crown’s contact base is integral to generating high quality deal opportunities. Typically, the best opportunities aresourced through referral or contact initiated directly with the management group of target financing clients. Having offices inboth central and western Canada is an advantage in being considered “local” to most businesses in Crown’s target market.

Considering the small percentage of proposals that ultimately result in a loan being advanced and the substantialdue diligence required to validate and complete a financing transaction, Crown focuses the process on determiningfactors that will disqualify an unattractive transaction as early as possible. If at any point during the due diligenceprocess, deal negotiations, or internal review, prior to funding, Crown discovers or becomes aware of material adverseinformation, Crown may opt to withdraw from a potential deal.

Deal Underwriting

Crown’s underwriting process consists of five stages. Depending on factors such as the complexity of thetransaction, the quality of the initial information provided by the financing client, and Crown’s familiarity with theindustry, this five-stage process generally takes four to twelve weeks to complete.

Š Initial Review Hurdle – Potential financing transactions undergo an initial review involving an assessment ofmultiple criteria including: management and their objectives for the business; current and historical financialposition of the business, including cash flows; the quality of the use of proceeds; the industry and business’stage of evolution; product and service offerings; and current and potential competition. Such preliminaryassessments usually involve initial discussions with management and preliminary financial due diligence.

Š Preliminary Term Sheet – Once initial conclusions have been reached on the proposed form of financingsolution as well as pricing, and preliminary due diligence activities have been satisfactory, a preliminary termsheet will be prepared, which outlines the majority of significant terms and conditions proposed for apotential financing structure. Crown has extensive experience structuring financing solutions through the useof credit-based structures. Financing clients generally have proven cash flows so financing structures aredesigned to provide a cash return, ensuring there is a balance between maximizing potential growth andminimizing financial risk.

Š Due Diligence – Thorough due diligence is an essential component of each transaction decision. Prior tobeginning detailed work, a plan is developed that identifies key issues and responsibilities. Crown undertakesa team approach to this effort as different perspectives and experiences are critical to transaction assessment.Typical due diligence items include a market analysis of the competitive landscape and relative positioning,balance sheet and cash flow strength and management track record.

In circumstances where technical expertise is required that is outside of Crown’s capability, Crown drawsupon a network of industry professionals to assist. Each potential transaction will be different and theunderwriting process for each situation will vary. Nevertheless, the due diligence process is designed toensure that all major issues are supported by an established process encompassing standardized procedures.The results of such due diligence process serve as input into a proprietary credit score card.

Š Recommendation and Final Term Sheet – An extensive recommendation is prepared for the Board based onthe proprietary credit score card that typically includes but is not necessarily limited to: an analysis of theindustry in which the financing client operates; a comprehensive competitive and market share analysis; ananalysis of strengths, weaknesses, opportunities and threats; a business strategy and growth initiativessummary; a senior management and key employee assessment; a risk assessment; a thorough analysis of the

30

business’ financial position including stress test calculations; a transaction valuation and return analysis; anda summary of likely exit alternatives. A final term sheet is reviewed based upon the analysis presented in thetransaction recommendation.

Š Legal Documentation – Crown engages external legal advisors to negotiate and prepare all necessary legaldocumentation, including detailed credit agreements providing certain rights to Crown in the event of defaultor failure of the financing client to achieve targeted financial performance.

Portfolio Management

Portfolio risk is minimized and returns are maximized through close working relationships with the managementof financing clients and rigorous reporting requirements. The reporting process consists of monthly status reports andquarterly reports with analysis and valuations. In regard to Special Situations Financing, a disciplined reporting processis essential to Crown discharging its portfolio management obligations.

Crown’s underwriting process identifies the key success factors of each financing client and these are monitoredcontinuously over the financing term. Crown also continuously monitors the ability of each financing client to makescheduled payments to Crown. Crown’s financing criteria emphasize established businesses with proven cash flow andsignificant enterprise values supported by strong management capabilities. Businesses that meet these criteria tend tohave more liquidity which translates into cash repayments of principal and interest.

Successful divestitures must be managed throughout the lifecycle of a financing transaction. Prior to committingto a transaction, Crown works with the financing client’s management and significant shareholders to develop acoherent plan for the generation of cash returns to Crown during the expected timeframe of the transaction. Sources ofliquidity typically include:

Š Scheduled principal repayment and interest payments;

Š Sale to a third party of all or part of the business;

Š Internal recapitalization of the business; or

Š Capital markets take-out financing.

In structuring its loans, Crown establishes rigorous financial covenants for each financing client which mayinclude those covenants disclosed in the chart on page 24. Crown has occasionally experienced a situation where afinancing client underperforms or fails to meet its covenants. In such instances, Crown’s primary objective has been toassist the financing client in restoring performance, which may involve, among other actions, restructuring loan terms,forebearancing from enforcing upon the loan, waivering certain covenants providing additional financial support and /or assisting in restructuring the financing client’s business plan. In consideration for such actions, Crown may receiverestructuring fees in the form of cash or equity securities. In its prior experience, Crown has been able to assist themajority of its underperforming financing clients to restore performance. In situations where restoring performance isnot feasible, Crown has previously sought to exit such financing transactions at the earliest opportunity. Ideally in suchsituation, Crown would endeavour to work with the underperforming financing client to effect a mutually acceptableexit, failing which Crown would rely on its loan covenants to provide an exit.

Management

Crown’s management team consists of five professionals who each have experience in originating, structuring,underwriting and managing alternative investments. See “Executive Officers and Directors”. Management’srelationship with advisors, institutional funds, and the investment banking community remains key to the success of theCorporation. Management believes that Crown is one of only a few companies in the Canadian Alternative CreditIndustry that have consistently raised funds since the early 2000s.

The two key individuals in the Corporation, Chris Johnson and Brent Hughes, have worked together since 2001.These individuals have primarily directed the Corporation’s operations for almost 15 years leading to a top quartilerecord of success among other lenders in the North American Alternative Credit Industry. This experience andexpertise, combined with the Corporation’s disciplined underwriting process, assists Crown in identifying stable andhigh yielding return opportunities where risks can be managed to mitigate portfolio losses.

The Corporation has a long standing employee, a Chartered Professional Accountant, who was appointed ChiefFinancial Officer in January 2015, and has recently added a Vice-President focused solely on transaction origination in

31

order to enhance the Corporation’s deal flow. In addition, Crown will have an experienced Board, including foundingmembers of Crown and Norrep as well as several additional, highly regarded representatives from the investmentcommunity. See “Executive Officers and Directors”.

Crown’s business model provides a high degree of operational leverage allowing for sizeable growth with aconcentrated team of finance professionals. Through experience, Crown has determined that a senior businessdevelopment officer is capable of generating two to four completed transactions per year and a senior investmentmanager is capable of managing five to eight loans per year.

Competitive Strengths

Experienced Management Team with Extensive Credit Background

Crown’s management team is comprised of highly experienced professionals with expertise in all facets ofalternative lending. The key principals of Crown have worked together for approximately 15 years, during which timethese individuals have primarily directed the Corporation’s operations, leading to a top quartile record of successamong other lenders in the North American Alternative Credit Industry. The Corporation believes that its track recordand long standing relationships with its investors and deal sourcing network are a competitive advantage in theAlternative Credit Industry.

Established Network for Deal Flow

Crown has an extensive and active network of intermediaries and companies that has been cultivated over a 15year period. Crown also utilizes a direct origination strategy to source private deals. Crown has established thesenetworks and built a strong reputation across the various industry participants by being able to complete deals in atimely manner using appropriately tailored financing solutions.

Outstanding 15-Year Track Record

Crown has a long and successful track record in providing Special Situations Financing transactions through avariety of economic cycles. Over a 15-year operating period, Crown has completed over 30 private debt transactionsacross the Crown Capital Funds and has generated strong performance placing the Corporation with a top quartilerecord of success among other lenders in the North American Alternative Credit Industry. See “Description of theBusiness – Historical Track Record” and the disclaimer at the beginning of that section.

Value Creation Model

Crown plans to provide two distinct financing solutions to address the needs of its financing clients. TheCorporation intends to develop a sizable and diversified portfolio of high yielding Long-term Financing solutions in theform of perpetual and term debt, royalties and income streaming structures. Through the Crown Capital Funds, theCorporation will also offer Special Situations Financing solutions for transitory capital needs, including but not limitedto senior and subordinated loans. Crown believes that this model will allow for accelerated deal originationcapabilities, as well as scalability. These assets provide for consistent and attractive income, which will be available fordistribution to shareholders or retained for growth.

Established Base of Assets and Investor Network

As at March 31, 2015, Crown had Assets Under Management of approximately $85 million in the Crown CapitalFunds of which approximately $48.9 million were held in NCOF II. Holders of approximately $36.4 million of limitedpartnership units of NCOF II (as determined with reference to the NAV of NCOF II as at March 31, 2015) have enteredinto Rollover Agreements pursuant to which they have agreed to exchange such units for Common Shares, providingthe Corporation with an immediate interest in a portfolio of seasoned assets. Crown has an extensive investor networkof institutions and high net worth individuals and management believes it can source sufficient capital for future CrownCapital Funds.

Revenue Streams

Currently, Crown derives its revenue principally from contractual management fees earned from the managementof the Crown Capital Funds (“Management Fees”). It also has the opportunity to earn incentive or performance feesfrom achieving target investment returns in the Crown Capital Funds (“Performance Fees”).

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Management Fees

Limited partners in Crown Capital Fund III pay Management Fees to Crown in its role as manager. The annualManagement Fees are equal to: (a) in respect of the period ending on the second anniversary date of the initial closingdate of a fund, 1.75% of Committed Capital; and (b) in respect of the period thereafter, 1.75% of Contributed Capitalless any capital distributions and realized losses. It is expected that the Management Fees will remain at comparablelevels for any future Crown Capital Funds.

There are two exceptions to the above. For NCOF II only, by way of an amendment agreed to by the limitedpartners, the change from Committed Capital to Contributed Capital was delayed six months, from July 1 toDecember 31, 2014, in order to allow additional time for NCOF II to make investments. For NCOF, effective January1, 2015, Crown voluntarily reduced its Management Fees by applying the 1.75% annual rate to an amount equal to theestimated fair value of the two remaining investments held by NCOF.

In addition, historically Crown has provided certain rebates to the applicable Management Fees to insiders ofCrown and paid a lead investor fee to a large investor in Crown Capital Fund III. Such rebates and lead investor feeswill not be offered following Closing. See the reconciliation of the Management Fees contained in Crown’s MD&A forthe year ended December 31, 2014 and Crown’s MD&A for the three months ended March 31, 2015 at Appendix Ehereto.

It is expected that Crown will receive Management Fees for each of the funds it manages, regardless of whetherCrown has an ownership interest in such fund. To the extent that Crown has an ownership interest in a fund that itmanages, it is expected that Crown will earn a Management Fee on such fund. However, in consolidation with suchfund, Management Fees earned by Crown as manager are expected to be eliminated against the Management Feesexpensed by such fund.

As an example, Crown manages NCOF II and earns Management Fees for such services. Subsequent to Closing,Crown expects to continue to earn management fees for its management services rendered to NCOF II. As at Closing,Crown expects to hold a 69.8% ownership interest in NCOF II.

Accordingly, in consolidation, Management Fees earned from NCOF II will be eliminated against theManagement Fees expensed by NCOF II. The non-controlling interest in NCOF II will bear only 30.2% of themanagement fees while Crown will effectively bear the other 69.8% in regard to its ownership interest.

Performance Fees

Once the limited partners in a Crown Capital Fund have received a repayment of capital and a predeterminedpreferred return, Crown is entitled to earn a Performance Fee. Distributions of disposition proceeds and current incomein respect of each loan/investment or portion thereof are made to limited partners participating in such loan/investmentin the following amounts and order of priority:

Š Return of Capital and Costs – First, 100% to the limited partners pro rata in relation to their limitedpartnership units, until the limited partners have received total distributions of current income and dispositionproceeds from all loans/investments that have been realized or disposed of on or prior to the date of thecurrent distribution equal to the limited partner’s Contributed Capital;

Š 8% Hurdle – Second, 100% to the limited partners pro rata in relation to their Contributed Capital, until totaldistributions of current income and disposition proceeds to the limited partners represent a 8% annual rate ofreturn (calculated as and from the date of contribution and compounded annually) on the limited partners’Contributed Capital; and

Š 80/20 Split – Thereafter, 80% to the limited partners pro rata in relation to their Contributed Capital and 20%to the Crown GP.

With regard to the capital pools within Crown Capital Fund III, being NCOF, NCOF II and NCOF II (parallel),Crown is obligated to pay 100% of Performance Fees earned pre-Closing to the current holders of units in the CrownCapital Fund III APBP. It is intended that with regard to post-Closing increases in the Performance Fees earned andpaid to Crown for Crown Capital Fund III and all Performance Fees paid to Crown by future Crown Capital Funds,50% will be subsequently paid into a bonus pool for the Crown management team and the remaining 50% will beretained by Crown. See “Executive Officers and Directors Compensation – Components of Total Compensation”.

33

Investment Income

Following the Closing, Crown will also derive income from Long-term Financing solutions offered directly tofinancing clients by Crown and from its ownership interest in NCOF II and future Crown Capital Funds. See “Use ofProceeds”.

Growth Strategy

The Corporation believes that it has the ability to expand its Hybrid Business Model as a result of a growinginstitutional appetite for alternative investments and reduced competition in the Alternative Credit Industry. In thenormal course of business and consistent with the implementation of its Hybrid Business Model, the Corporation isengaged in discussions and negotiations at various stages, with respect to possible Special Situations Financing andLong-term Financing transactions. However, there can be no assurance that these discussions or negotiations will resultin loans being advanced or, if they do, what the final terms or timing of such loans would be. The Corporation expectsto continue current discussions and negotiations and actively pursue other Special Situations Financing and Long-termFinancing transactions.

Special Situations Financing

Crown, through the Crown Capital Funds, has created three Special Situations Financing portfolios in the pastwith each successive portfolio growing in size.

Crown intends to complete three to six Special Situations Financing transactions per year based on currentinfrastructure and market outlook. The average size of each transaction is expected to be approximately $20 million.The average term of these financing transactions is expected to range from two to three years. The Special SituationsFinancing transactions are expected to provide significant additional cash flow for Crown. Due to the short-term natureof these transactions, the total Assets Under Management in these portfolios is expected to grow potentially toapproximately $500 million.

Long-term Financing

Crown believes there is substantial opportunity for Crown to implement the offering of non-dilutive, Long-termFinancing transactions focused in two general areas:

Š Growth Capital – Private companies seeking to grow without dilutive equity capital.

Š Equity Recapitalizations – Owners of private companies seeking to withdraw capital from their business toredeploy cash to other investments.

Crown intends to grow its Long-term Financing portfolio significantly within the next five years. In order toachieve this goal, Crown intends to complete two to four Long-term Financing transactions per year.

The average size of each Long-term Financing transaction is expected to be approximately $30 million. Many ofthe financing solutions are intended to be indefinite in term and to therefore provide significant stability to theportfolio. Financing clients will have the ability to unwind the transactions but due to the expected use of the capitaland the cost of the prepayment penalties, Crown expects minimal turnover in the portfolio.

Expansion of Origination Efforts

Crown’s origination efforts are led by Brent Hughes and Chris Johnson, both of whom have successfully operatedin the Canadian Alternative Credit Industry for the past 15 years.

The majority of Crown’s financing clients are expected to be Canadian mid-market companies. Crown hasextensive business experience and a broad contact base across Canada. These contacts exist within the business andfinancial community, with professional advisors including investment banks, major accounting and legal firms, as wellas specific subject matter experts, private equity firms and providers of private capital. Management believes thatCrown has been one of the most active alternative capital providers in Canada for the past 10 years.

In order to expand the Corporation’s opportunities in the Alternative Credit Industry, Crown intends to hireadditional origination personnel as required. Crown will target origination personnel who have expertise in specificindustries or in specific regions.

34

Expansion into the United States

Crown believes the United States will provide a significant opportunity to expand Crown’s business in the future.Crown believes that there are limited providers of long-term, non-equity based capital in the United States and intendsto develop a strategy to pursue a more focused U.S. expansion. Increased U.S. expansion may expose Crown to risksrelated to currency exchange and hedging strategies, if used. See “Risk Factors – Foreign Currency and Hedging.”

Funding Strategy

Crown intends to fund Long-term Financing transactions principally by raising new equity in the public marketand intends to fund its targeted ownership interest in the Crown Capital Funds with the combination of equity, return ofcapital from its investment in NCOF II and operating profits. These sources of capital are designed to match thefunding requirements of Crown’s targeted investment in Crown Capital Fund IV.

It is contemplated that the Corporation will implement a financing strategy that incorporates a warehouse facilityin the form of a revolving line of credit to temporarily fund Long-term Financing transactions and which is expected torevolve with subsequent equity or debt financing. Once Crown’s capital is fully deployed and its portfolio welldiversified, the Corporation intends to introduce a moderate level of leverage to fund future growth and enhancereturns to shareholders.

Crown is in the process of negotiating a $25 million revolving line of credit (“LOC”) from a Canadian financialinstitution for bridge acquisition financing, subject to the satisfaction of certain customary conditions. The LOC isexpected to close shortly after completion of the Offering, however the Corporation may not be able to reachagreement on appropriate terms to execute binding documents. See “Risk Factors – Credit Facilities”.

A minority shareholder of AltaCorp Capital Inc. is expected to be a lender to Crown under the LOC shortly afterthe completion of the Offering. Consequently, Crown may be considered to be a “connected issuer” to AltaCorpCapital Inc. for the purposes of Canadian securities legislation in certain jurisdictions. See “Relationship betweenCrown and a Certain Underwriter”.

INDUSTRY OVERVIEW

Unless otherwise stated, the information contained in this prospectus with respect to the industry, includingmarket expectations, market position, market opportunity, market share and other estimates, is based solely onmanagement’s current understanding and knowledge of the industry and is not based on any independent publiclyavailable source. Such information cannot be and has not been independently verified. See “Notice to Investors –General Matters”.

Canadian Mid-market Finance Industry

Mid-market companies with revenues between $50 million and $500 million represent a significant growthsegment of the Canadian economy and often require substantial capital investments to expand their businesses. Mid-market companies have generated a significant number of financing opportunities for the Crown Capital Funds over thepast 15 years, and management believes that this market segment will continue to offer significant opportunities for theCorporation going forward.

35

There are approximately 6,000 mid-market companies in Canada. These companies generate approximatelyUS$667.5 billion in revenue, and support 1.9 million jobs or 14.5% of total employment in Canada3. Canadian mid-market companies also contribute 31.8% to Canada’s gross domestic product (excluding health, education and publicadministration).3 These companies are often privately-owned, usually with a professional management team that hasreplaced the owner-manager leadership structure common to many small and medium sized enterprises. By contrast,the United States is home to around 55,700 mid-market companies supporting 16.5 million jobs, or 13% of totalemployment, and contributing US$1.7 trillion to the U.S. economy.3

Bank Debt

Alternative Credit Industry

Equity CapitalMid

-Mar

ket

Fun

ding

Opt

ions

While Canada’s financial landscape overall is dominated by six leading chartered banks that provide the vastmajority of commercial credit at relatively attractive interest rates, several factors render many banks ill-suited to lendto mid-market companies. For example, lending to mid-market companies: (i) is generally more labour intensive thanlending to larger companies due to the smaller size of each transaction and the fragmented nature of information forsuch companies, (ii) requires due diligence and underwriting practices consistent with the demands and economiclimitations of the mid-market, and (iii) requires more intensive ongoing monitoring by the lender. The Corporationbelieves that this creates an opportunity for focused, alternative credit providers as mid-market companies have limitedfinancing options.

Equity is also available for successful mid-market companies, either from private equity funds or the publicmarket; however, private equity funds generally require a significant ownership interest which is not a suitablefinancing solution for private companies that are highly sensitive to ownership dilution and public markets attractdisclosure obligations and additional costs.

Alternative Credit Industry

The Alternative Credit Industry has evolved as a consequence of the funding gap which has developed due to thefinancing requirements of mid-market companies that do not meet the typical credit requirements of the commercialbanks and that are highly sensitive to ownership dilution.

Management believes that many mid-market companies prefer to execute transactions with private capitalproviders, rather than execute high-yield bond or equity transactions in the public markets, which may necessitateincreased financial and regulatory compliance and reporting obligations. An increasing number of mid-marketcompanies are thus inclined to seek capital from a small number of skilled, reliable and predictable providers withaccess to long-term capital that can satisfy their specific needs and serve as value-added financial partners with anunderstanding of, and longer-term view oriented toward, the growth of their businesses and their transitory capitalrequirements.

3 Source: HSBC Report.

36

The following chart provides an overview of the various segments of the Alternative Credit Industry.

Public High Yield Debt

Distressed Lenders

Average Deal Size

Tar

gete

d R

etur

ns

5%

10%

15%

20%

0%

$1 MM - $10 MM $10 MM - $50 MM $50 MM+

25%

Small RoyaltyCompanies

Small SubordinatedLenders

Non - SponsoredAlternative Lenders

Sponsored MezzanineLenders

Larger RoyaltyCompanies

Alternative EquipmentLenders

Š Small Royalty Companies: Several small royalty companies have been established in recent years. Thesecompanies have traditionally focused on early stage businesses with minimal revenue though have recentlyexpanded their focus to include more established businesses.

Š Small Scale Subordinated Lenders: There are numerous subordinated lenders in the Canadian marketplacefocused on small businesses and the lower end of the mid-market. The majority of these lenders are operatedinside major financial institutions. These lenders typically do not extend credit in excess of $10 million pertransaction.

Š Non-Sponsored, Mid-Sized, Alternative Lenders: Non-sponsored alternative lenders, such as Crown,primarily focus on companies that are not owned by private equity firms. These companies consist of bothpublic companies and private companies that want to retain the majority of their equity. These alternativelenders typically provide capital in excess of $10 million per transaction.

Š Alternative Equipment Lenders: The alternative equipment lending market is large in scale and isprimarily focused on asset-backed transactions.

Š Distressed Lenders: The distressed lending market in Canada consists of several capital providers focusedon companies with significant assets but minimal or negative earnings.

Š Sponsored Mezzanine Lenders: There are a small number of mezzanine lenders in Canada which primarilyfocus on providing loans to companies controlled by private equity firms. Returns in this space are lower dueto the market efficiencies created by the private equity firms. The Corporation believes that this part of themarket has become extremely competitive over the last decade.

Š Larger Royalty Companies: Royalties are used extensively in the North American resource industry, buthave only been minimally used in traditional industries. Over the past several years, a number of providers ofroyalties to established mid-market companies have emerged.

Š Public High Yield Debt: Over the past decade, the public high yield market has grown significantly. Thesedebt products are focused on larger companies with earnings typically in excess of $50 million.

37

Factors Differentiating Crown from other Alternative Credit Industry Participants

Crown has been operating in the Alternative Credit Industry since 2000, making it one of the longest standingparticipants in the Canadian market. Over this period, Crown has strategically positioned itself in what it believes is themost advantageous sector of the Alternative Credit Industry. The basic thesis of Crown’s financing strategy is tofinance businesses that consistently increase in value and generate significant cash flow that is used to reduce debt.

Competitive Dynamics

Management believes that the current market for mid-market finance companies in Canada, particularly forlenders such as Crown that operate independently of Canadian chartered banks, is strong. The credit crisis and tepideconomic environment have combined to limit the willingness of capital providers to extend credit to smallerborrowers, particularly to those that do not meet the typical lending criteria of traditional lenders. The mid-marketfinancing space underwent significant contraction from 2007 through 2011 and the majority of alternative capitalproviders exited from this segment during this period, including the majority of U.S.-based capital providers, whichwere pressured to reduce their capital exposure due to financial regulations imposed following the credit crisis.

Crown seeks transactions with lower leverage levels than typical mid-market finance transactions. GenerallyCrown targets financing clients where leverage levels are maintained below 4x EBITDA and often leverage levels aresignificantly below such threshold based on company and industry-specific factors. Crown believes that by focusing onlower leverage situations, it will earn higher risk adjusted returns over the long-term despite potentially accepting alower return level than may be achieved by investing deeper into the business’ capital structure.

Crown typically focuses on transactions with companies that are not private equity owned. Lending in the privateequity sponsored universe is highly efficient and the Corporation believes there is limited opportunity in this marketsegment to earn premiums for private investments. Crown believes it is able to generate higher risk-adjusted returns byentering into financing transactions with owner operated businesses and small capitalization public companies.

Regulatory Environment

There are currently no capital adequacy or other regulatory capital requirements in Canada for alternative creditproviders such as Crown that would impede its ability to extend credit. The Canadian chartered banks, however, aresubject to capital adequacy rules under the Bank Act (Canada) and OSFI that require them to maintain capital inconnection with each loan advanced. This results in opportunities for alternative funding sources to mid-marketcompanies and is therefore expected by management to drive increased new opportunities for Crown.

38

SUMMARY FINANCIAL AND OTHER DATA

The following sets out certain selected financial information for the Corporation and NCOF II as at and for theperiods indicated. The information in the tables below has been derived from and should be read in conjunction withthe Crown Financial Statements and NCOF II Financial Statements attached as Appendix D to this prospectus, as wellas “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors”included elsewhere in this prospectus. The financial information for the periods set forth in the tables below should notbe relied upon as any indication of results for a future period.

Crown Capital Partners Inc.Summary Consolidated Statements of Financial Position

As at

($ thousands)March 31

2015(1)

December 312014(2)

December 312013(2)

AssetsCurrent Assets

Cash and Short-Term Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,243 2,722 1,200Other Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118 45 42

4,361 2,767 1,242Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 11

4,368 2,775 1,253

Liabilities And Shareholders’ EquityCurrent Liabilities

Accounts Payable and Accrued Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,914 2,570 1,115Shareholder Loans(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250 — —Other Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 11

4,164 2,571 1,126Long-term Shareholder Loans(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 100 25Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104 104 102

4,368 2,775 1,253

Crown Capital Partners Inc.Summary Consolidated Statements of Comprehensive Income

($ thousands)

ThreeMonthsEnded

March 31,2015(1)

ThreeMonthsEnded

March 31,2014(1)

Year EndedDecember 31,

2014(2)


2013(2)


2012(2)

RevenueInvestment Management Fees, Net of Rebates(4) . . 256 483 1,729 2,437 2,295Other Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 8 63 71

258 485 1,737 2,500 2,366

ExpensesSalaries, Management Fees and Benefits(4) . . . . . . . 165 372 1,383 2,048 1,565Other Fees and Expenses . . . . . . . . . . . . . . . . . . . . 93 112 351 449 801

258 485 1,734 2,497 2,366

Earnings Before Income Taxes . . . . . . . . . . . . . . . . 0 0 3 3 0Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 1 1 0

Total Comprehensive Income . . . . . . . . . . . . . . . . . 0 0 2 2 0

Notes:(1) Derived from the unaudited consolidated interim financial statements of Crown as at March 31, 2015 and for the three months ended March 31,

2015 and 2014, and the related notes attached thereto. See Appendix D.

39

(2) Derived from the consolidated financial statements of Crown as at December 31, 2014 and 2013 and for each of the years in the three-yearperiod ended December 31, 2014, and the related notes attached thereto. See Appendix D.

(3) Long-term shareholders loans are evidenced by loan agreements which are subordinated to all other creditor claims against Crown, do not bearinterest and have no terms of repayment. During the year ended December 31, 2014, shareholders contributed an additional $75,000 (2013 – niland 2012 – $25,000). During the three months ended March 31, 2015, shareholders contributed additional short term non-interest bearingdemand loans totaling $250,000 to fund the costs of the Offering.

(4) Pursuant to the limited partnership agreements for the Crown Capital Funds, each fund pays Management Fees to Crown for managementservices provided. In the year ended December 31, 2014, Management Fees earned amounted to $2.2 million (2013 – $2.9 million and 2012 –$2.3 million) less rebates of $0.4 million (2013 – $0.6 million and 2012 – $0.6 million). In the three months ended March 31, 2015,Management Fees earned from the Crown Capital Funds amounted to $330,144 (2014 – $602,883), less rebates of $74,150 (2014 – $124,601).The limited partnership agreements for the Crown Capital Funds entitle Crown to Performance Fees once distributions to limited partnershave totaled the full amount of Contributed Capital plus an 8% annual rate of return. No amounts had been accrued or paid in respect ofPerformance Fees as of December 31, 2014 or March 31, 2015. Performance Fees will only be accrued as revenue when declared payable by theCrown Capital Funds.

Norrep Credit Opportunities Fund II, LPSummary Statements of Financial Position

As at

($ thousands)March 31

2015(1)

December 312014(2)

December 312013(3)


Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,716 1,922 2,673Accrued Interest and Accounts Receivable(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,020 1,435 207Investments at Fair Value(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,904 44,928 42,316

53,640 48,284 45,196

Liabilities(4)(6) 3,014 16 938

Net Assets Attributable to Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,626 48,269 44,258

Norrep Credit Opportunities Fund II, LPSummary Statements of Income

($ thousands)

Three MonthsEnded March 31,

2015(unaudited)(1)

Three MonthsEnded

March 31,2014

(unaudited)(1)


2014(2)


2013(2)


2012(3)

RevenueInterest For Distribution Purposes . . . . . 1,128 1,026 3,576 3,005 40Financing Fees and Other Income . . . . . — (12) 3,560 526 188Net Change in Unrealized Appreciation

(Depreciation) in Fair Value ofInvestments . . . . . . . . . . . . . . . . . . . . . 4,438 1,373 2,172 (1,406) 10

5,565 2,388 9,309 2,125 238

ExpensesManagement Fees(4) . . . . . . . . . . . . . . . . 205 282 1,148 1,350 712Performance Fees(6) . . . . . . . . . . . . . . . . 1,291 — — — —Other Fees and Expenses . . . . . . . . . . . . 13 10 41 48 47

1,509 292 1,190 1,398 759

Increase (Decrease) in Net AssetsAttributable to Limited Partners . . . . 4,057 2,096 8,119 727 (521)

Notes:(1) Derived from the unaudited interim financial statements of NCOF II as at March 31, 2015 and for the three months ended March 31, 2015 and

2014, and the related notes attached thereto. See Appendix D.(2) Derived from the financial statements of NCOF II as at and for the years ended December 31, 2014 and 2013, and the related notes attached

thereto. See Appendix D.(3) Derived from the financial statements of NCOF II as at December 31, 2013 and 2012 and for the years then ended, prepared in accordance with

Part V of the CPA of Canada Handbook (previous Canadian GAAP). See Appendix D.

40

(4) Pursuant to the NCOF II limited partnership agreement, NCOF II pays monthly management fees to Crown for management services receivedduring the period. During 2014 management fees amounted to $1.1 million at December 31, 2014 (2013 – $1.3 million, 2012 – $0.7 million) ofwhich $ nil is included in accrued expenses for the year ended 2014 (2013 – $ nil). During the three months ended March 31, 2015, managementfees amounted to $0.2 million (2014 – $0.3 million). Proceeds from investments are initially paid to Crown and then paid by Crown to NCOF II.As at December 31, 2014, $1.3 million is included in accounts receivable (2013 – $nil). As at March 31, 2015, $2.9 million was included inaccounts receivable due from Crown.

(5) See note 4 to the interim financial statements of NCOF II as at March 31, 2015 and for the three-month periods ended March 31, 2015 and 2014,and the related notes attached thereto of Appendix D.

(6) The limited partnership agreements for NCOF II entitles Crown to performance fees once distributions to limited partners have totaled the fullamount of contributed capital plus an 8% annual rate of return. For the three months ended March 31, 2015, NCOF II has accrued a provisionfor performance fee payable of $1.3 million.

Summary Pro Forma Financial Information

The following table sets forth the Pro Forma Consolidated Statement of Financial Position of Crown as atMarch 31, 2015 and Pro Forma Consolidated Statements of Income of Crown for the three months ended March 31,2015 and the year ended December 31, 2014 after giving effect to the Rollover Transaction. The tables below shouldbe read together with “Prospectus Summary – Summary of Pro Forma Financial Information”, “Management’sDiscussion and Analysis of Financial Condition and Results of Operations”, “Use of Proceeds”, “Cautionary NoteRegarding Forward-Looking Statements”, “Risk Factors” and Crown Financial Statements and NCOF II FinancialStatements included elsewhere in this prospectus.

Crown Capital Partners Inc.Pro Forma Consolidated Statement of Financial Position

As at March 31, 2015(unaudited)

($ thousands) Crown NCOF II Adjustments NotesPro

Forma


Cash and Short-Term Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,243 1,716 5,959Investments at Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 48,904 48,904Accrued Interest and Accounts Receivable . . . . . . . . . . . . . . . . . . . . . 109 3,020 (2,879) 2(a) 250Performance Fee Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1,291 3(b) —

(1,291) 3(b)Prepaid Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 — 9

4,361 53,640 (2,879) 55,122Long-term Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 — 0Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 — 6Deferred Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 — 2

4,369 53,640 (2,879) 55,130

Liability and Shareholders’ EquityCurrent Liabilities

Accounts Payable and Accrued Liabilities . . . . . . . . . . . . . . . . . . . . . . 3,914 1,723 (2,879) 2(a) 2,758Performance Fee Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,291 (1,291) 3(b) —Shareholder Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250 — 250Other Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — 1

4,165 3,014 (4,170) 3,009Long-term Liabilities

Shareholder Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 — 100Shareholders’ Equity

Net Assets Attributable to Limited Partners . . . . . . . . . . . . . . . . . . . . . — 50,626 (50,626) 2(b) —Non-controlling Interest in NCOF II, LP . . . . . . . . . . . . . . . . . . . . . . . — — 15,314 2(b) 15,314Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 — 35,312 2(b) 35,312Contributed Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 — 100Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 — 1,291 3(b) 1,295

4,369 53,640 (2,879) 55,130

Note:(1) See the notes to the Pro Forma Consolidated Financial Statements of Crown as at and for the three months ended March 31, 2015 and the year

ended December 31, 2014 at Appendix D.

41

Crown Capital Partners Inc.Pro Forma Consolidated Statement of IncomeFor the Three Months Ended March 31, 2015

(unaudited)


Forma

RevenueInvestment Management Fees, Net of Rebates . . . . . . . . . . . . . . . . . . . 256 — (205) 3(a) 51Performance Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1,291 3(b) —

(1,291) 3(b)Interest For Distribution Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1,128 1,130Net Gain on Investments at Fair Value Through Profit or Loss . . . . . . — — —Net Change in Unrealized Appreciation in Fair Value of

Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4,438 4,438

258 5,566 (205) 5,619

ExpensesSalaries, Management Fees and Benefits . . . . . . . . . . . . . . . . . . . . . . . 165 205 (205) 3(a) 165Performance Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,291 (1,291) 3(b) —Professional Fees and Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 92 13 105Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — 1

258 1,509 (1,496) 271

Earnings Before Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 4,057 1,291 5,348Income Taxes

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 256 3(c) 256Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 — 774 3(c) 774

— 1,030 1,030

Net Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 4,057 261 4,318

AllocationNon-controlling Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,227 1,227Earnings Attributable to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 2,830 261 3(c) 3,091

0 4,057 261 4,318

Note:(1) See the notes to the Pro Forma Consolidated Financial Statements of Crown as at and for the three months ended March 31, 2015 and the year

ended December 31, 2014 at Appendix D.

42

Crown Capital Partners Inc.Pro Forma Consolidated Statement of Income

For the Year Ended December 31, 2014(unaudited)


Forma

RevenueInvestment Management Fees, Net of Rebates . . . . . . . . . . . . . . . . . . . 1,729 — (1,148) 3(a) 581Interest For Distribution Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3,576 3,584Financing Fees and Other Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,560 3,560Net Gain on Investments at Fair Value Through Profit or Loss . . . . . . — — —Net Change in Unrealized Appreciation in Fair Value of

Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,172 2,172

1,737 9,309 (1,148) 9,897

ExpensesSalaries, Management Fees and Benefits . . . . . . . . . . . . . . . . . . . . . . . 1,383 1,148 (1,148) 3(a) 1,383Professional Fees and Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 348 41 389Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 — 3

1,734 1,190 (1,148) 1,775

Earnings Before Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 8,119 8,122Income Taxes

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — 1,037 3(b) 1,038Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 — 379 3(b) 379

1 — 1,416 1,417

Net Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 8,119 (1,416) 6,705

AllocationNon-controlling Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,456 2,456Earnings Attributable to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 5,663 (1,416) 3(b) 4,249

2 8,119 (1,416) 6,705

Note:(1) See the notes to the Pro Forma Consolidated Financial Statements of Crown for the year ended December 31, 2014 at Appendix D.

43

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS

Attached hereto as Appendix E is: (i) Crown’s MD&A for the three months ended March 31, 2015 and for theyears ended December 31, 2014 and 2013 and (ii) NCOF II’s MD&A for the three months ended March 31, 2015 andfor the years ended December 31, 2014 and 2013. These MD&As should be read in conjunction with the unauditedinterim financial statements of Crown as at and for the three months ended March 31, 2015, and the audited annualfinancial statements for the years ended December 31, 2014 and 2013, and the related notes attached thereto, theunaudited interim financial statements of NCOF II as at and for the three months ended March 31, 2015, and theaudited annual financial statements for the years ended December 31, 2014 and 2013, which were prepared inaccordance with IFRS. The MD&As are presented as at the date of this prospectus and are current to that date unlessotherwise stated. All amounts therein are expressed in Canadian dollars unless otherwise indicated.

DESCRIPTION OF SHARE CAPITAL

The Corporation is authorized to issue an unlimited number of Common Shares, of which 363,600 will beoutstanding immediately prior to giving effect to the Rollover Transaction and the Offering.

Common Shares

The holders of Common Shares are entitled to receive notice of, and to cast one vote per share at, every meetingof shareholders of the Corporation and to fully participate as to dividends and distributions of capital upon liquidationor winding-up of the Corporation, after the creditors of Crown have been satisfied.

CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of Crown: (i) as at March 31, 2015; (ii) as atMarch 31, 2015 after giving effect to the Pre-Closing Transactions; and (iii) as at March 31, 2015 after giving effect tothe Pre-Closing Transactions and the Offering. The table below should be read together with “Management’sDiscussion and Analysis of Financial Results”, “Use of Proceeds”, “Cautionary Note Regarding Forward-LookingStatements”, “Risk Factors” and Crown Financial Statements and NCOF II Financial Statements included elsewhere inthis prospectus.

($ thousands) AuthorizedOutstanding as atMarch 31, 2015


giving effect to thePre-Closing

Transactions(1)


giving effectto the Pre-ClosingTransactions(1) and

Offering(2)

Shareholder Loans(3) . . . . . . . . . . . . . . . . . . . . — $ 350 $ 350 $ —

Shareholders’ EquityCommon Shares(4) . . . . . . . . . . . . . . . . . . . . $ 35,312 $ 95,671

unlimited 100 shares 3,578,093 shares 9,488,093 sharesContributed Surplus . . . . . . . . . . . . . . . . . . . $ 100 $ 100 $ 100Retained Earnings . . . . . . . . . . . . . . . . . . . . $ 4 $ 4 $ 4Non-controlling Interest in NCOF II . . . . . . 15,314 15,314

Total Shareholders’ Equity . . . . . . . . . . . . . . . $ 104 $ 50,730 $ 111,089

Notes:(1) The Pre-Closing Transactions include the issuance of 20 (pre-Stock Split) Common Shares from treasury on May 20, 2015 to certain members

of management and the Rollover Transaction. The 181,818 Transition RSUs with anticipated value of $2 million are not included in the Pre-Closing Transactions. The Transition RSUs will be issued subsequent to Closing and are subject to certain time vesting conditions.

(2) The net proceeds to the Corporation from the Offering (assuming no exercise of the Over-Allotment Option) are estimated to be $60.4 million,based on the issuance of 5,910,000 Offered Shares for aggregate gross proceeds of approximately $65 million less the Underwriting Fee ofapproximately $3.5 million and expenses of the Offering, estimated to be $1.2 million.

(3) The long-term shareholder loans of $100,000 and the shareholder loans of $250,000 will be repaid from the proceeds of the Offering. See “Useof Proceeds”. Repayment of the loans is subject to providing notice of such repayment to the securities regulatory authorities pursuant to NI 31-103.

(4) The Corporation effected the Stock Split on June 30, 2015.

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USE OF PROCEEDS

Offering

The net proceeds to be received by Crown from the Offering are estimated to be $60,359,520 ($69,525,930 if theOver-Allotment Option is exercised in full), after deducting the Underwriting Fee of approximately $3.5 million (orapproximately $4.0 million if the Over-Allotment Option is exercised in full) and the expenses of the Offering, whichare estimated to be $1.2 million.

Crown expects to use the anticipated net proceeds of the Offering as follows: (i) approximately $30 million willbe used to purchase Crown’s limited partnership interest in Crown Capital Fund IV, with a targeted ownership of 30%in Crown Capital Fund IV at its initial close; (ii) approximately $30 million the balance will be used to fund Crown’sLong-term Financing transactions; and (iii) the balance will be used for working capital and general corporate andadministrative purposes, including $0.35 million to be used to repay outstanding Shareholder loans.

The shareholder loans have been advanced by the following insiders of the Corporation: (i) Chris Johnson,President & CEO, as to $115,500; (ii) Brent Hughes, Executive Vice President, as to $49,500; and (iii) Norrep, as to$185,000.

Pending use of the net proceeds of the Offering, such net proceeds will be invested in short term investments asdetermined by the Board.

DIVIDENDS

The Board is expected to establish a dividend policy pursuant to which the Corporation will pay a quarterlydividend, initially expected to be paid at an annual rate of approximately 4.0% based on the Offering Price. AssumingClosing occurs on July 9, 2015, the first dividend is expected to be paid for the quarter ended December 31, 2015 toshareholders of record on December 31, 2015. As the Corporation deploys its capital and grows its earnings, it targetsto pay up to 80% of its annual operating cash flow to shareholders in the form of dividends. The declaration andpayment of dividends on the Common Shares is at the discretion of the Board and will be established on the basis ofcertain factors. The declaration and payment of dividends on the Common Shares is at the discretion of the Board andwill be established on the basis of Crown’s earnings, financial requirements for Crown’s operations, the satisfaction ofsolvency tests imposed by applicable corporate law for the declaration and payment of dividends, restrictions ondividend payments and other relevant factors. See “Cautionary Note Regarding Forward-Looking Statements” and“Risk Factors”.

OPTIONS TO PURCHASE SECURITIES

Crown intends to implement the Omnibus Equity Incentive Plan prior to Closing which will govern the grantingof stock options, RSUs and PSUs. The Board believes that the Omnibus Equity Incentive Plan promotes a shareownership perspective among executives, encourages executive retention and encourages executives to generatesustained share price growth over the longer term (i.e. five years) and aligns management’s interests with shareholders’interests through participation in share price appreciation. See “Executive Officers and Directors Compensation –Components of Total Compensation”.

No options are expected to be outstanding as at Closing.

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PRIOR SALES

The Corporation has not issued any Common Shares in the 12-month period prior to the date of this prospectus,other than as set forth below:

Date of Issuance SecuritiesNumber ofSecurities

Price perSecurity

May 20, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common Shares(1) 20 $1.00

Note:(1) Issued to management in order to establish ownership allocation, including indirect holdings, as: 50% by Norrep; 35% by Chris Johnson; and

15% by Brent Hughes.

The Corporation effected the Stock Split on June 30, 2015. At Closing, the Corporation will also be effecting theRollover Transaction.

PRINCIPAL SHAREHOLDERS

Other than as set forth below, no person or entity is expected to beneficially own, directly or indirectly, or exercisecontrol or direction over, 10% or more of the outstanding Common Shares of the Corporation upon completion of theOffering:

Markin Petroleums Ltd. is expected to own 17.5% of the Common Shares as a result of the Rollover Transaction.

Hawthorne Capital, Inc. is expected to purchase up to 14.4% of the Common Shares in the Offering.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONON TRANSFER

Existing shareholders of Crown have entered into Lock-Up Agreements pursuant to which the existingshareholders will not trade the Common Shares held for a period of one year following the Closing Date. Rollover LPsholding in aggregate approximately 33.9%, of the issued and outstanding Common Shares as of the date hereof andassuming completion of the Rollover Transaction and the Offering, have entered into agreements with the Underwriterspursuant to which such parties have agreed not to trade Common Shares acquired pursuant to the Rollover Transactionor otherwise, for a period of six months following the Closing Date, subject to certain exceptions.

The number and percentage of Common Shares that are subject to contractual restrictions on transfer are set outbelow.

Category of ShareholdersNumber of Common

Shares

Percentage of CommonShares assumingcompletion of the

Rollover Transactionand prior to giving

effect to the Offering

Percentage of CommonShares assumingcompletion of the

Rollover Transactionand after giving effect

to the Offering

Percentage ofCommon Shares

assuming completionof the Rollover

Transactionand after giving

effect to the Offeringand assuming theOver-Allotment

Option is exercisedin Full

Existing Shareholders . . . . . . . . . 363,600 10.2% 3.8% 3.5%Rollover LPs . . . . . . . . . . . . . . . . 3,214,493 89.8% 33.9% 31.0%Total . . . . . . . . . . . . . . . . . . . . . . . 3,578,093 100% 37.7% 34.5%

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INTEREST OF MANAGEMENT IN MATERIAL TRANSACTIONS

Except as described below or as otherwise described in this prospectus, no director, proposed director or executiveofficer of Crown, or to the knowledge of Crown, any of their respective associates or affiliates, has engaged in anytransaction with Crown or its subsidiaries within the three years prior to the date hereof that has materially affected, orthat could reasonably be expected to materially affect, Crown.

EXECUTIVE OFFICERS AND DIRECTORS

Summary Information

As of Closing, the Board will be comprised of seven directors, six of whom will be independent. The followingtable sets forth certain summary information in respect of the current and prospective executive officers, directors andother key members of management of the Corporation.

Name, City and Country of ResidencePosition with the

CorporationPeriod of Service

as a DirectorPrincipal Occupation During the Five Preceding

Years

Christopher Johnson, CFAKing Township, Canada

President & CEO,Director

April 7, 2005 -present

Mr. Johnson is responsible for directinginvestment functions including origination,underwriting and portfolio managementand client relations. Mr. Johnson has beenthe President & CEO of Crown since 2004.Prior thereto he was a partner in Crownfrom 2000 to 2004 and served as aninvestment manager from 1999 to 2000and an investment analyst from 1997 to1999 with Crown Life Insurance Company.Mr. Johnson earned a Bachelor ofCommerce degree in 1996 and is both aCFA (1999) and CBV (2002).

Brent Hughes, CFA(5)

Regina, CanadaExecutive Vice-President, Director

April 7, 2005 -December 31,2011;May 7, 2015 -present

Mr. Hughes has been an executive ofCrown since 2001 and has been in the roleof Executive Vice-President since 2004.Mr. Hughes is primarily focused on theorigination of new deals and clientrelations. Prior to joining Crown,Mr. Hughes was an investment analystwith Saskatchewan OpportunitiesCorporation. Mr. Hughes earned aBachelor of Commerce degree in 1997, aMSc. in Finance in 2000 and is a CFA(2003).

Lyle Bolen, FCPA, FCASaskatoon, Canada

Chief FinancialOfficer

Mr. Bolen joined Crown in 2000. He wasappointed as Chief Financial Officereffective January 1, 2015. Prior thereto hewas a Vice-President of Crown from 2007to 2014 and an Investment Manager ofCrown from 2000 to 2007. Before joiningCrown, Mr. Bolen was the ExecutiveManager of Agri-Food Equity Fund from1994 to 2000. Mr. Bolen is a CA (1989)and holds a Business AdministrationCertificate (1984). Mr. Bolen is primarilyresponsible for fund administration andportfolio management at Crown.

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Years

Gordon FernandesToronto, Canada

Vice-President Mr. Fernandes joined Crown in 2015 asVice-President and is primarily focusedon the origination of new deals. Prior tojoining Crown, Mr. Fernandes wasManaging Director at Waterton GlobalResource Management from 2012 to 2014and prior thereto at Jennings Capital Inc.from 2007 to 2011.

Jordan McMullenToronto, Canada

Senior InvestmentAnalyst

Mr. McMullen joined Crown in 2012 asSenior Investment Analyst with a primaryfocus on investment underwriting and duediligence. Prior to joining Crown,Mr. McMullen was general manager at amanufacturing company.

George Fowlie (1)(4)

Toronto, CanadaChairman May 7, 2015 -

presentFrom October 2004 until his retirement inJanuary 2008, Mr. Fowlie was the DeputyChairman & Head of Investment Bankingfor Westwind Partners Inc. Prior theretohe was a Partner at Edgestone CapitalPartners from 2000 to 2004 andManaging Director at First MarathonSecurities from 1991 to 2000.

Sandra Cowan(1)(4)

Toronto, CanadaDirector Ms. Cowan was a partner and general

counsel of Edgestone Capital Partnersfrom 2002 to 2008. From 2000 to 2002she was a senior partner of Goodman &Carr LLP and prior thereto she was apartner of Aird & Berlis.

Gary Perron(2)(3)(4)

Calgary, CanadaDirector Mr. Perron has been the President & CEO

of Perron & Partners Wealth Managementsince June 2013. Mr. Perron is also thefounder of Norrep InvestmentManagement Group Inc., which is theowner of Norrep Capital ManagementLtd. and the sponsor of the Norrepinvestment group of funds.

Glen Roane (2)(4)

Calgary, AlbertaDirector Mr. Roane principally serves as a

corporate director. He is currently Chairof Badger Daylighting Inc., a director ofEnerplus Corporation and of the GBCAmerican Growth Fund Inc. Prior to1997, Mr. Roane was employed by TDBank, Burns Fry Limited and LancasterFinancial Inc.

Alan Rowe(1)(2)(4)

Toronto, CanadaDirector Mr. Rowe served as Partner of Crown

from 2002 to 2010. Prior to joiningCrown, he was the Senior Vice-Presidentand Chief Financial Officer of CrownLife Insurance Company from 1993 to2007, and also served as its CorporateSecretary from 1999 to 2007. He has alsohas been a partner in Crown RealtyPartners since 2002.

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Years

Peter Snucins(2)(4)

Toronto, OntarioDirector Mr. Snucins is the Founder, President &

CEO of Polycorp, Ltd., a role he has heldsince 1997. Since 1993 Mr. Snucins hasengaged in private equity investment andportfolio management as Chairman ofFallingbrook Management Inc. From1988 to 1993 Mr. Snucins was thePresident of Clairvest Group Inc. andprior thereto an early shareholder andDirector of CCFL from 1978 to 1988.

Notes:(1) Proposed member of Compensation & Corporate Governance Committee. Sandra Cowan is expected to be chair of this committee.(2) Proposed member of Audit & Risk Committee. Alan Rowe is expected to be chair of this committee.(3) Mr. Perron’s appointment as a director is subject to the granting of exemptive relief from the applicable Securities Commissions with regard to

NI 31-103, section 4.1.(4) Independent directors.(5) Mr. Hughes plans to step down from the Board prior to Closing.

Sandra Cowan, Gary Perron, Glen Roane, Alan Rowe and Peter Snucins are not currently directors of theCorporation and they will be appointed on or before Closing. As a result, the Corporation believes that they do nothave any statutory liability for this prospectus under provincial securities laws.

Common Share Ownership

The directors, proposed directors, executive officers and other identified key members of management as a groupbeneficially own, or control or direct, 363,600 Common Shares, representing 100% of the outstanding Common Shares(or 100% on a fully-diluted basis) as at the date of this prospectus. This includes 181,800 Common Shares held byNorrep, which are indirectly beneficially owned by Mr. Perron, one of the proposed directors.

Certain of the directors and proposed directors, holding an aggregate of 1,700 Rollover Units, will participate inthe Rollover Transaction and will receive an aggregate of 117,898 Common Shares in connection therewith. Followingcompletion of the Rollover Transaction but prior to the Closing of the Offering, the directors, proposed directors,executive officers and other identified key members of management as a group will beneficially own, or control ordirect, 481,498 Common Shares, representing 13.5% of the then outstanding Common Shares.

Terms of Directors and Executive Officers

Directors are elected for a term expiring at the conclusion of the next annual meeting of shareholders of theCorporation, or until their successors are duly elected or appointed pursuant to the CBCA and such directors will beeligible for re-election. Executive officers serve at the discretion of the Board.

Board Diversity

The Board is mindful of the benefit of diversity on the Board and management of the Corporation and the need tomaximize the effectiveness of the Board and management and their respective decision-making abilities. Accordingly,in searches for new directors, the CCGC will consider the level of female representation and diversity on the Board andmanagement and this will be one of several factors used in its search process. However, the Board does not believe thatquotas or strict rules set forth in a formal policy necessarily result in the identification or selection of the bestcandidates. As such, the Corporation does not intend to adopt a formal policy in this respect at this time as it does notbelieve that it would further enhance gender diversity beyond the current recruitment and selection process carried outby the CCGC. At Closing, the Board is expected to have one female director, representing approximately 14% of theBoard.

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Corporate Cease Trade Orders and Bankruptcies

To the knowledge of the Corporation, no current or prospective director or executive officer of the Corporation(nor any personal holding company of any such persons) is, as at the date of this prospectus, or was within 10 yearsbefore the date of this prospectus, a director, chief executive officer or chief financial officer of any company(including the Corporation), that: (i) was subject to a cease trade order (including a management cease trade order), anorder similar to a cease trade order or an order that denied the relevant company access to any exemption undersecurities legislation, in each case that was in effect for a period of more than 30 consecutive days (collectively, an“Order”), and that was issued while the director or executive officer was acting in the capacity as director, chiefexecutive officer or chief financial officer; or (ii) was subject to an Order that was issued after the director or executiveofficer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event thatoccurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

To the knowledge of the Corporation, except as disclosed below, no current or prospective director or executiveofficer of the Corporation (nor any personal holding company of any such persons), or shareholder holding a sufficientnumber of securities of the Corporation to affect materially the control of the Corporation: (i) is, as at the date of thisprospectus, or has been within the 10 years before the date of this prospectus, a director or executive officer of anycompany (including the Corporation) that, while that person was acting in that capacity, or within a year of that personceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy orinsolvency or was subject to or instituted any proceedings, arrangement, or compromise with creditors or had areceiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within the 10 years before the date of thisprospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or becomesubject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manageror trustee appointed to hold the assets of the director, executive officer or shareholder.

Mr. Fowlie was chairman, interim chief executive officer and chief financial officer of Maudore Minerals Ltd.from July 2012 to March 2015. On February 27, 2015, an order was issued by the Commercial Division of the SuperiorCourt of Quebec to protect Maudore Minerals Ltd. from its creditors while it reorganizes its business pursuant to a planof arrangement under the Companies’ Creditors Arrangement Act (Canada).

In addition, Maudore’s subsidiary Aurbec Mines Inc. was placed into receivership December 17, 2014 anddeclared bankruptcy on January 7, 2015 under the Bankruptcy and Insolvency Act (Canada) while Mr. Fowlie was adirector and officer.

Mr. Fowlie was a director of March Entertainment Inc., which was voluntarily placed into bankruptcy on July 15,2013.

Mr. Hughes and Mr. Johnson were directors of National Builders Source Ltd. (formerly, Wilkinson Fireplace &Millwork Ltd.) from June 2008 to May 2012. National Builders Source Ltd. was assigned a receiver in September2011. National Millwork Inc. acquired the assets of National Builders Source in September 2011. Mr. Johnson was adirector of National Millwork Inc. until May 2012; the company went into receivership in June 2012.

Mr. Johnson became a director of Clothing for Modern Times Inc. (“CMT”) in April 2008. The company filed fora Notice of Intent to File a Proposal on June 27, 2011 at which time the assets were liquidated and sold. Mr. Johnsonresigned as a director of CMT in June 2011.

Mr. Rowe was a director of CrownAg International Inc. from November 2004 to June 2005, as a nominee of oneof the company’s secured lenders. In June 2005, the secured lenders appointed a receiver to CrownAg InternationalInc. Mr. Rowe was a director of Big Sky Farms Inc. from October 2004 to April 2010. On March 23, 2010, Big SkyFarms Inc. implemented a plan of arrangement under the Companies’ Creditors Arrangement Act (Canada), which wasapproved by the Court of Queen’s Bench of Saskatchewan.

Penalties and Sanctions

To the knowledge of the Corporation, no director or executive officer of the Corporation (nor any personalholding company of any of such persons), or shareholder holding a sufficient number of securities of the Corporation to

50

affect materially the control of the Corporation, has been subject to: (i) any penalties or sanctions imposed by a courtrelating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with asecurities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that wouldlikely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

Other than as disclosed in this prospectus (including the disclosure below), to the best of the Corporation’sknowledge, there are no existing or potential material conflicts of interest among the Corporation and a current orprospective director or officer of the Corporation at the date of this prospectus.

Indebtedness of Directors and Executive Officers

As of the date of this prospectus, none of the current or prospective directors or executive officers of theCorporation was indebted to Crown.

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EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION

The following discussion describes the significant elements of the Corporation’s executive compensation programupon Closing, with particular emphasis on the process for determining compensation payable to the Corporation’sCEO, CFO, and, other than the CEO and the CFO, each of the three most highly compensated executive officers of theCorporation or any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacitywhose total compensation was, individually, more than $150,000 for the most recently completed financial year(collectively, the “Named Executive Officers” or “NEOs”).

The NEOs are Christopher Johnson – President & CEO, Brent Hughes – Executive Vice-President and LyleBolen – CFO.

Compensation Discussion and Analysis

Crown’s approach to executive compensation will be to “pay for performance”. Accordingly, salary will generallybe positioned below market competitive levels, while variable compensation opportunity (short and long-termincentives) will be structured to provide above-market total compensation for high levels of corporate performance.Compensation elements will be designed to balance the following compensation objectives:

Š Total compensation delivery will be aligned with overall performance of the Corporation;

Š Compensation programs will encourage a long-term view to shareholder value creation as a significantportion of each executive’s variable pay will be equity-based and executives will be required to have asignificant personal financial interest in Crown; and

Š Compensation programs will facilitate the attraction, retention and motivation of experienced and talentedemployees who will, in turn, drive shareholder value creation.

Compensation Benchmarking

Although there are few directly comparable public companies in Canada, the CCGC will, as part of its annualcompensation review process, benchmark the compensation levels and practices of companies that can be consideredreasonably similar to Crown. In selecting a group of companies and/or sectors to benchmark, the CCGC will considercharacteristics and variables such as:

Š Canadian-based, publicly-traded organizations operating in the financial services sector, with a focus on themaintenance and growth of shareholder dividends and with some focus on debt financing;

Š Organizations of similar size and complexity from other industries; and

Š Organizations from which future executives may reasonably be expected to be recruited from or to whichCrown could reasonably expect to otherwise be in competition with for senior level talent.

The compensation benchmark information derived from such sources will not necessarily be directly acted uponby the CCGC, but will be one of a number of factors the CCGC will consider from time to time in its review ofexecutive compensation.

In order to assist the CCGC with the preliminary thinking surrounding compensation structure and magnitude forCrown, the following list of alternative finance companies has been developed:

Š Accord Financial Corp.

Š Callidus Capital Corporation

Š Easyhome Ltd.

Š MCAN Mortgage Corporation

Š Rifco Inc.

Š Alaris Royalty Corp.

Š Chesswood Group Ltd.

Š Element Financial Corporation*

Š Medwell Capital Corp.*

Š Tricon Capital Group Inc.

Š BTB REIT

Š Clairvest Group Inc.

Š Firm Capital MortgageInvestment Corporation

Š Partners REIT

* Although used for the determination of compensation structure, these companies were not used in the determination of compensation levels asthey are not deemed to be of comparable size.

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Components of Total Compensation

Crown’s executive compensation program will consist primarily of the following elements:

Compensation Element Form Purpose of Element Determination

Base Salary Cash Forms a baseline level ofcompensation for rolefulfillment commensuratewith the experience, skillsand market demand for theexecutive role and/orincumbent.

Salaries are based on relevant marketplace information,experience, individual performance and level ofresponsibility. Actual salary levels are set in relation toCrown’s compensation philosophy and relative to theemphasis on other compensation program elements. TheCorporation generally intends to pay salaries belowmarket competitive levels and will increase salariescommensurate with the growth and complexity of theCorporation and the position in question.

AnnualPerformanceIncentive

Cash To recognize short-term(typically annual) efforts andmilestone achievement thatare aligned to the long-termsuccess of the Corporation.

Initially, in the early stages of the Corporation’sdevelopment, annual performance incentive paymentswill be determined by the CCGC based upon adiscretionary assessment of individual and corporateperformance. Based on this discretionary assessment ofperformance, incentive payments from 0% to 125% ofbase salary for the CEO; 0% to 75% of base salary for theExecutive Vice President; and 0% to 50% for the CFOwill be payable. As the Corporation matures, a moreformal target-setting and performance assessment processwill likely be implemented.

Asset PerformanceBonus Pool(“APBP”)

Cash This pool relates solely tothose Assets UnderManagement for the CrownCapital Funds. The APBP issolely a feature of the fundsand is designed to provide apreferential return to thoseinvestors, with a sharing ofthe returns above thedefined preferential return,with the Corporation andmanagement.

It is expected that for future Crown Capital Funds, 20%of investment returns in excess of 8% will accrue to theCorporation as Performance Fees, with 50% of thesePerformance Fees distributed in a discretionary fashion tocertain officers and employees of the Corporation. TheAPBP relating to the existing Crown Capital Funds hasalready been allocated, with 50% of these PerformanceFees allocated to the existing shareholders of Crown and50% allocated to employees and certain advisors. TheCorporation will be obligated to pay 100% ofPerformance Fees earned from the existing CrownCapital Funds pre-Closing to these current holders ofunits in the existing APBP. With regard to post-Closingincreases in the Performance Fees earned and paid inrespect of the existing Crown Capital Funds, 50% will bepaid the current holder of units in the existing APBP whoare employees and advisors of Crown and the remaining50% will be retained by Crown.

Performance andRestricted ShareUnits (PSUs/RSUs)

Commonshares

Designed to motivateexecutives to create and growsustainable shareholder totalreturn over successive three-year performance cycles.

Share-based awards to the NEOs are anticipated to becomprised of two-thirds PSUs and one-third RSUs. PSUvesting will be based upon the achievement andmaintenance of certain performance criteria in a three-year period such as distributable cash per Common Sharetargets, earnings per Common Share targets and return onequity targets. RSUs will vest automatically on the thirdanniversary of the date of grant. PSU and RSU awardswill likely be made upon the commencement of anexecutive’s employment with Crown and will be at alevel commensurate with each incumbent’s position,experience and skill set and annually as determined bythe Board thereafter.The Omnibus Equity Incentive Plan governing thegranting of PSUs and RSUs and any other equity-basedcompensation arrangements, will not exceed an aggregateshare reserve of 10% of the Common Shares outstandingfrom time to time.Dividends declared on Common Shares will be convertedto additional PSUs or RSUs, as applicable, using the priorfive days’ volume weighted average closing price ofCommon Shares on the TSX.

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Compensation Element Form Purpose of Element Determination

Stock Options CommonShares

Promotes a share ownershipperspective amongexecutives, encouragesexecutive retention andencourages executives togenerate sustained shareprice growth over the longerterm (i.e. five years) andaligns management’sinterests with shareholders’interests throughparticipation in share priceappreciation.

It is expected that stock option awards under the OmnibusEquity Incentive Plan will be made upon thecommencement of an executive’s employment with Crownand will be based on the executive’s experience, skill setand level of responsibility within the Corporation.Additional grants may be made annually at the discretionof the Board based on the individual’s contribution tocorporate performance, as well as the overallcompetitiveness of the executive compensation package.

The Board will determine the exercise price of options atthe time of grant, provided that the exercise price will notbe permitted to be lower than the most recent closingprice of the Common Shares on the TSX. The Board willalso have the discretion to determine the term of options,which is not expected to exceed five years, and vestingprovisions, which are generally expected to vest as toone-third on each of the first, second and thirdanniversaries of the grant date.

The Omnibus Equity Incentive Plan and any other equity-based compensation arrangements, will not exceed anaggregate share reserve of 10% of the Common Sharesoutstanding from time to time.

Further Information Regarding Security Based Compensation Arrangements

Directors, officers, employees or other service providers (collectively, the “Service Providers”) of Crown and itssubsidiaries will be entitled to participate under the Omnibus Equity Incentive Plan. It is anticipated that non-executivedirectors will not be permitted to be awarded stock options under the Omnibus Equity Incentive Plan. Awards grantedunder the Omnibus Equity Incentive Plan will not be transferable, except for a limited right of assignment in the eventof the death of the holder thereof.

There will be limits on insider participation under the Omnibus Equity Incentive Plan such that the number ofCommon Shares (a) issued to insiders of Crown, within any one year period, and (b) issuable to insiders of Crown, atany time, under the Omnibus Equity Incentive Plan and any other security based compensation arrangement of theCorporation, in aggregate, will not exceed 10% of the issued and outstanding Common Shares. No more than 5% of theissued and outstanding Common Shares may be issued under the Omnibus Equity Incentive Plan or any other securitybased compensation arrangement of the Corporation to any one participant under the plan.

It is anticipated that, subject to the Board’s discretion to determine otherwise, in the event that a holder ceases tobe a Service Provider for any reason, other than death or in the event of a change of control, all unvested PSUs, RSUsand stock options will be forfeited and the holder will have 90 days to exercise any vested stock options. Upon theoccurrence of a change of control of the Corporation, it is anticipated that the vesting of all issued and outstandingstock options, PSUs and RSUs will be accelerated to the date of the change of control, unless the Board, in its solediscretion, determines such acceleration not to be in the best interests of the Corporation.

Pursuant to the Omnibus Equity Incentive Plan, the expiration of the term of any stock options that would fallduring a voluntary black-out period of the Corporation or within 10 business days following the termination of such avoluntary black-out period will be extended for a period of 10 business days following the expiry of such black-outperiod such that all holders of stock options will always have a maximum of 10 business days following a voluntaryblack-out period to exercise their stock options.

The exercise price for stock options will be paid in cash to the Corporation, provided that holders of stock optionswill also be permitted to surrender their vested stock options to the Corporation and receive in exchange for each suchstock option surrendered, the amount by which the five-day volume weighted average trading price of the CommonShares exceeds the exercise price of the stock options, such amount to be settled in Common Shares based upon suchfive-day volume weighted average trading price. In all cases, the reserve of Common Shares will be deducted in full.

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The Board will have the right to amend or suspend, terminate or discontinue the terms and conditions of theOmnibus Equity Incentive Plan and to approve amendments relating to any awards granted pursuant thereto, withoutshareholder approval but subject to any consent required from any applicable regulatory bodies, including the TSX.Notwithstanding the foregoing, specific shareholder approval will be required for:

(a) any reduction in the exercise price of a stock option other than pursuant to standard anti-dilution provisionsin the Omnibus Equity Incentive Plan;

(b) any extension of the term of any award granted under the Omnibus Equity Incentive Plan other than as aresult of a voluntary black-out period as described above;

(c) any amendment to remove or to exceed the insider participation limit described above;

(d) any changes to the persons eligible to participate in the Omnibus Equity Incentive Plan;

(e) removing the limitation on the grant of stock options to non-employee directors;

(f) permitting awards granted under the Omnibus Equity Incentive Plan to be transferred other than for normalestate settlement purposes;

(g) permitting awards, other than RSUs, PSUs and stock options, to be made under the Omnibus EquityIncentive Plan;

(h) any increase to the aggregate maximum percentage of outstanding Common Shares issuable pursuant to theOmnibus Equity Incentive Plan and any other security based compensation arrangement of the Corporation; and

(i) any amendments to an amending provision within the Omnibus Equity Incentive Plan.

Additional Elements of Total Compensation

All employees including executives will also receive health care insurance benefits. It is also expected that allemployees will receive a matching pension contribution of up to 5.5% of their base salary. The plan has been managedby the Capital Pension and Benefits Administration but is currently being transferred to the Public Employees’ PensionPlan.

Grant of Transition RSUs

In order to compensate Messrs. Johnson and Hughes for the long and valued service rendered by them to Crownprior to the completion of the Offering and further to provide incentive for additional years of service following theOffering, an aggregate of 181,818 transition RSUs (the “Transition RSUs”) having an aggregate value ofapproximately $2 million will be granted under the Omnibus Equity Incentive Plan, with 127,273 Transition RSUsbeing granted to Mr. Johnson and 54,545 Transition RSUs being granted to Mr. Hughes. The Transition RSUs will beentirely time vesting and will vest as to 1/3 of the Transition RSUs on each of the first, second and third anniversariesof the grant provided that Mr. Johnson and Mr. Hughes, as applicable, are employed as executive officers of Crownat the date of vesting. The grant of the Transition RSUs will be in addition to any PSUs and RSUs granted toMessrs. Johnson and Hughes under the Corporation’s regular compensation programs described above under“Components of Total Compensation”. It is anticipated that the grant of the Transition RSUs will be approved by theBoard and made effective following the final receipt for this prospectus.

Executive Share Ownership Guidelines

Minimum Common Share Ownership Requirements for Named Executive Officers

Named Executive Officer

Minimum OwnershipRequirement

(as multiple of base salary)Minimum Ownership

RequirementRequirement

Met?

Chris Johnson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3x $750,000 YesBrent Hughes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2x $350,000 YesLyle Bolen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1x $150,000 Yes

Compensation Consultants

In March 2015, the Corporation on behalf of the future CCGC, engaged Lane Caputo Compensation Inc.(“Lane Caputo”) to assist the CCGC with the development of a go-forward compensation program for the Corporation.

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Compensation of Named Executive Officers

Summary Compensation Table – NEOs – Expectations for 2015

The following table sets forth, for each NEO, information regarding the compensation anticipated to be paid bythe Corporation to the NEOs in 2015 following Closing.

Non-equity incentiveplan compensation

Name and principal position Year Salary(1)

Share-based

awards(2)

Option-based

awards(3)

Annualincentive

plans

Long-term

incentiveplans(4)

Pensionvalue(5)

All othercompensation

Totalcompensation(7)

($) ($) ($) ($) ($) ($) ($) ($)Chris JohnsonPresident & CEO . . . . . . . . . . 2015 250,000 1,588,456 313,733 (6) (6) 13,750 Nil 2,165,939Brent Hughes Executive Vice

President . . . . . . . . . . . . . . . 2015 175,000 685,899 130,722 (6) (6) 9,625 Nil 1,001,246Lyle Bolen CFO . . . . . . . . . . . 2015 150,000 150,000 Nil (6) (6) 8,250 Nil 308,250

Notes:(1) Anticipated annual salary, will be pro-rated from Closing.(2) Anticipated value of Share-based awards for 2015, including PSUs, RSUs and the Transition RSUs, based upon the Offering Price. The

Transition RSUs represent a one-time payment to Mr. Johnson and Mr. Hughes. Total Compensation not including the Transition RSU grantwould be $765,939 and $401,246, respectively.

(3) Anticipated value of Option-based awards for 2015, based upon the Offering Price and utilizing the Black-Scholes methodology for a $1.09option value.

(4) The Corporation’s non-equity long-term incentive plan will be the APBP. Pursuant to the APBP in place for Crown Capital Fund III,Mr. Johnson, Mr. Hughes and Mr. Bolen are entitled to receive 38.5%, 18.3% and 6.1%, respectively, of any Performance Fees earned pre-Closing by Crown from NCOF and 38%, 18% and 6% respectively, in respect of NCOF II. In respect of Performance Fees earned post-Closing,the entitlements of Mr. Johnson and Mr. Hughes will be reduced to 24.5% and 12.3%, respectively, in respect of NCOF and 19.1% and 9.5%,respectively, in respect of NCOF II. See “Components of Compensation” for expectations regarding the APBP for future Crown Capital Funds.

(5) See “Additional Elements of Total Compensation” for details of the pension payments.(6) The non-equity incentive compensation amounts are unknown at this time.(7) Total compensation does not include any non-equity incentive compensation amounts as they are unknown at this time.

Incentive Plan Awards – Value Vested or Earned During the Year

Based on information available at the date hereof, the following table sets forth, for each NEO, informationregarding all awards that are anticipated to be outstanding as at December 31, 2015.

Option-based awards Share-based awards

Name and principal position

Number ofsecurities

underlyingunexercised

Options

Optionexerciseprice(1)

Optionexpiration

date(2)

Value ofunexercised

in-the-moneyoptions

Number ofCommon

Shares thathave notvested(2)

Market orpayoutvalue of

share-basedawards that

have notvested

Market orpayout value

of vestedshare-basedawards notpaid out or

distributed(2)

(#) ($) ($) ($) (#) ($) ($)Chris JohnsonPresident & CEO . . . . . . . . . . 287,829 $11.00 Š , 2020 (3) 144,405 (3) NilBrent HughesExecutive Vice President . . . . 119,929 $11.00 Š , 2020 (3) 62,354 (3) NilLyle Bolen CFO . . . . . . . . . . . Nil n/a n/a n/a 13,636 (3) Nil

Notes:(1) Based upon the Offering Price.(2) Based upon the anticipated Closing Date. Share-based awards includes the Transition RSUs.(3) Values are unknown at this time.

Employment and Consulting Contracts

Employment agreements with each of Crown’s NEOs are currently being finalized and expected to be in place atClosing. It is expected that these agreements will provide for certain severance arrangements such that if: (a) there is a

56

change of control of the Corporation and such officer’s employment is terminated by the Corporation or by the officeras a result of a materially detrimental change in the terms of employment; or (b) the services of such officer areterminated by the Corporation without cause or by the officer as a result of a materially detrimental change in the termsof employment, the officer will receive:

Š in the case of the CEO, a severance payment equal to 18 months’ salary plus the annualized value of the mostrecent annual performance incentive received by the CEO (less applicable withholdings);

Š in the case of the Executive Vice President, a severance payment equal to 12 months’ salary plus theannualized value of the most recent annual performance incentive received by the Executive Vice President(less applicable withholdings); and

Š in the case of the CFO, a severance payment equal to 6 months’ salary plus the annualized value of the mostrecent annual performance incentive received by the CFO (less applicable withholdings).

In the event that the services of an NEO are terminated by the Corporation for cause, such NEO will be entitled toany pro-rata base salary, vacation pay and expenses earned or due, but not yet paid, up to and including the terminationdate paid as a lump sum. Any annual performance incentive will be forfeited.

The employment agreements and the award agreements for the Transition RSUs for each of the CEO andExecutive Vice President will also provide for the granting of the Transition RSUs and will contain non-compete andnon-solicitation provisions in favour of the Corporation. The initial term of such provisions will be three years fromcompletion of the Offering, which will align with the vesting term of the Transition RSUs. Thereafter, the term of suchnon-compete and non-solicitation provisions will be 18 months for the CEO and 12 months for the Executive VicePresident, which will align with the terms of the severance payments pursuant to their employment agreements asdescribed above.

Compensation of Directors

Summary Compensation Table – Directors – Expectations for 2015

The following table sets forth information regarding the compensation anticipated to be paid by the Corporation toits non-executive directors in 2015.

NameFees

earned(1)

Share-based

awards(2)Option-based

awards(3)

Non-equityincentive plancompensation

Pensionvalue

All othercompensation

Totalcompensation

($) ($) ($) ($) ($) ($) ($)Sandra Cowan . . . . . . . . . . . . . . . 40,000 30,000 Nil Nil Nil Nil 70,000George Fowlie . . . . . . . . . . . . . . . 60,000 45,000 Nil Nil(4) Nil Nil 105,000Gary Perron . . . . . . . . . . . . . . . . . 40,000 30,000 Nil Nil Nil Nil 70,000Glen Roane . . . . . . . . . . . . . . . . . 40,000 30,000 Nil Nil Nil Nil 70,000Alan Rowe . . . . . . . . . . . . . . . . . 40,000 30,000 Nil Nil(4) Nil Nil 70,000Peter Snucins . . . . . . . . . . . . . . . 40,000 30,000 Nil Nil Nil Nil 70,000

Notes:(1) Anticipated annual retainer. Fees will be prorated for 2015.(2) Anticipated value of RSUs to be granted under the Omnibus Equity Incentive Plan, based upon the Offering Price.(3) Non-executive directors will not be awarded options.(4) Non-executive directors will not participate in the APBP going-forward. However, as consideration for historical advisory services provided to

Crown, Messrs. Fowlie and Rowe were each previously allocated 1.7% under the APBP in place for the existing Crown Capital Funds.

Narrative Discussion

Non-executive directors of the Corporation will be paid an annual retainer fee of $40,000 ($60,000 for theChairman), which will be prorated for 2015. Non-executive directors will also receive annual RSU awards and will beentitled to be reimbursed for all reasonable expenses incurred in order to attend meetings of the Board or a committeethereof. RSUs granted to non-executive directors are expected to time vest as to one third on each of the first, secondand third anniversaries of the grant date. The non-executive directors will have share ownership requirements of fivetimes each director’s annual retainer, to be achieved within five years of appointment to the Board. Non-executivedirectors will be required to receive a minimum of 50% of their annual retainer in RSUs, with the ability, upon electionof the director, to receive 100% of the annual retainer in RSUs.

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AUDIT & RISK COMMITTEE AND CORPORATE GOVERNANCE

General

On or before Closing of the Offering, the Board will establish the Audit & Risk Committee and the CCGC. It willalso adopt new Board and committee charters, position descriptions and corporate governance principles and practicesthat are intended to meet or exceed the independence and other governance standards and guidelines as set out inNational Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, National Instrument52-110 – Audit Committees (“NI 52-110”), National Policy 58-201 – Corporate Governance Guidelines and NationalInstrument 58-101 – Disclosure of Corporate Governance Practices.

Board of Directors

Independence

Upon Closing, the Board is expected to be comprised of seven directors, of which six directors will beindependent being Ms. Cowan, and Messrs. Fowlie, Perron, Roane, Rowe and Snucins. Pursuant to NI 52-110, anindependent director is one who is free from any direct or indirect material relationship with the Corporation whichcould, in the view of the Board, be reasonably expected to interfere with a director’s independent judgment. Certaintypes of relationships are by their nature considered to be material relationships. Mr. Johnson is not considered to be anindependent director as he is an executive officer of the Corporation.

The following is a list of the directors as at the Closing Date, who are presently directors of reporting issuers (orthe equivalent):

Name Name of Reporting Issuer

Sandra Cowan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Talon Metals Corp. (TSX)Aurigen Capital Limited

George Fowlie . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maudore Minerals Ltd. (TSX / Frankfurt)

Gary Perron . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yoho Resources Inc. (TSXV)

Glen Roane . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Enerplus Resources Corp. (TSX / NYSE)Badger Daylighting Inc. (TSX)Logan International Inc. (TSX)

Alan Rowe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Canadian Western Bank (TSX)

After Closing, the Board will hold an in-camera session of independent directors at every Board meeting.

Mandate of the Board of Directors

The Board has responsibility for the supervision of the management of the business and affairs of the Corporationand, generally through management, to pursue the best interests of the Corporation in conducting the day to daybusiness of the Corporation. The Board discharges this responsibility directly and indirectly through the delegation ofspecific responsibilities to committees of the Board, the Chairman, the independent directors and the officers of theCorporation, all as more particularly described in the Board Mandate which will be approved by the Board on or beforecompletion of the Offering, a copy of which is attached to this prospectus as Appendix B. The Board Mandate providesthat the Board’s role is to focus on stewardship of the Corporation and management which in turn has primaryresponsibility to enhance and preserve long-term shareholder value, to ensure the Corporation meets its obligations onan ongoing basis and to ensure that the Corporation operates in a reliable and responsible manner. In broad terms,stewardship of the Corporation involves the Board in strategic planning, risk management and mitigation, internalcontrol integrity and external reporting and compliance.

As described below, the Board will establish the Audit & Risk Committee and the CCGC and adopt chartersdefining the responsibilities of these committees.

Orientation and Continuing Education

The orientation and continuing education of the directors will be the responsibility of the CCGC of the Board. Thedetails of the orientation of new directors will be tailored to their needs and areas of expertise and will include the

58

delivery of written materials and participation in meetings with management and the Board. The focus of theorientation program will be on providing new directors with (i) information about the duties and obligations ofdirectors, (ii) information about the Corporation’s business and operations, (iii) the expectations of directors (including,in particular, expected time commitments), (iv) opportunities to meet with management, and (v) access to documentsfrom recent Board meetings.

The directors have all been chosen for their specific level of knowledge and expertise. All directors will beprovided with materials relating to their duties, roles and responsibilities. In addition, the directors will be keptinformed as to matters impacting, or which may impact, the Corporation’s operations through reports and presentationsby internal and external presenters at meetings of the Board and during periodic strategy sessions held by the Board.

Position Descriptions

Chairman

On or before Closing, George Fowlie is intended to be appointed the Chairman of the Corporation. The Board willadopt a written position description for the Chairman on or before completion of the Offering which will set out theChairman’s key responsibilities, which include facilitating communication between the Board and management,assessing management’s performance, managing Board members, setting the agenda of Board meetings, acting as chairof Board meetings and meetings of the Corporation’s shareholders and managing relations with shareholders, otherstakeholders and the public. The Chairman, if and when appropriate, will have the power to call, set the agenda for andchair meetings of the independent directors and chair in-camera sessions of the Board without management so as togive the directors an opportunity to fully and frankly discuss issues and provide feedback and direction to management.

The CCGC, with input from all Board members, will review this position description at least annually or, wherecircumstances warrant, at such shorter intervals as is necessary, to determine if further additions, deletions oramendments are required.

Committee Chairs

On or before Closing, the Board intends to appoint Alan Rowe as Chair of the Audit & Risk Committee andSandra Cowan as Chair of the CCGC. The Board will adopt a written position description for the chairs of thecommittees on or before completion of the Offering which will set out the chair’s key responsibilities, which includeduties relating to leadership of the committee, ensuring that the committee is properly organized and functionseffectively and meets its obligations and responsibilities, overseeing committee structure and composition, acting aschair and establishing the agenda for committee meetings, reporting to the Board, facilitating communication betweenthe committee and management, evaluating the performance of the committee members and retaining the necessaryresources and advisors to assist the committee. The CCGC, with input from all Board members, will review thisposition description at least annually or, where circumstances warrant, at such shorter intervals as is necessary, todetermine if further additions, deletions or amendments are required.

President & Chief Executive Officer

The President & CEO of the Corporation is Chris Johnson. The Board will adopt a position description for theCEO on or before completion of the Offering which will set out the CEO’s key responsibilities, and will includeproviding leadership and general direction for the business and affairs of the Corporation, developing, in concert withthe Board, the Corporation’s strategic direction and business plans necessary to realize corporate objectives andmanage the overall business of the Corporation, ensuring strategic and business plans are effectively implemented,results are monitored and reported to the Board and corporate objectives are attained and fostering a corporate culturethat promotes individual integrity, ethical business conduct and corporate responsibility. The CCGC, with input fromall Board members, will review this position description at least annually or, where circumstances warrant, at suchshorter intervals as is necessary, to determine if further additions, deletions or amendments are required.

Code of Business Conduct and Ethics

The Corporation will adopt a written Code of Business Conduct and Ethics (the “Code of Conduct”) on or beforecompletion of the Offering that will apply to all directors, officers, employees, contractors and consultants. The Code

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of Conduct will encourage and promote a culture of ethical business conduct and will guide personnel in managingbusiness situations and allow the Corporation to conduct business in a responsible and ethical manner, treating all thosewith whom the Corporation deals with fairness and respect. The Code of Conduct will address compliance withapplicable laws and regulations, conflicts of interests, fair dealing, confidentiality, disclosure and trading, workplaceenvironment, health and safety, protection and use of Crown’s property and resources, accuracy and retention ofdocuments and records, reporting financial transactions, compliance and enforcement and non-compliance reporting.

As part of the Corporation’s Code of Conduct, any person subject to the Code of Conduct will be required toavoid or fully disclose interests or relationships that are harmful or detrimental to the Corporation’s best interests orthat may give rise to real, potential or apparent conflicts of interest. The Board or the persons or committee appointedpursuant to the Code of Conduct will have the ultimate responsibility for the Code of Conduct.

All persons subject to the Code of Conduct will be required to provide, upon request, a statement of complianceconfirming that they have reviewed, are familiar with and agree to comply with the Code of Conduct.

The Code of Conduct will be filed with the Canadian securities regulatory authorities through SEDAR and will beavailable at www.sedar.com.


In addition to the steps taken by the Board to encourage independence discussed elsewhere in this prospectus, theCCGC will assist with advising the Board on related party transactions and other matters involving conflicts of interest.Further, the Board takes steps to encourage independence when directors have conflicting interests in transactions.These steps may include, among other things, excusing interested directors from voting or taking any other action thatmay impact the outcome of an activity or business transaction to ensure that such directors are not involved in voting orotherwise having an influence in respect of transactions when there is a conflict or potential conflict of interest.

Nomination of Directors

The responsibility for proposing new nominees for the Board will fall within the mandate of the CCGC. Newcandidates for nomination to the Board will be identified and selected having regard to the strengths and constitution ofthe Board and the needs of the Board and its committees. The CCGC will also make recommendations to the Board inrespect of the appropriate size of the Board and its composition, identify the competencies and skills required by theBoard to discharge its oversight responsibilities, organize the process for recruiting potential candidates and provideorientation to such members. The CCGC is expected to consist of all independent directors.

Compensation of Directors and Chief Executive Officer

The Board will determine and review the form and amount of compensation to directors on the recommendationof the CCGC. It is intended that the CCGC will annually assess and make a recommendation to the Board with regardto the competitiveness and appropriateness of compensation to the CEO and all other members of senior managementof the Corporation. See “Executive Officers and Directors Compensation”.

Committees of the Board of Directors

On or before completion of the Offering, the Board will establish the Audit & Risk Committee and the CCGC ascommittees of the Board. These committees are discussed in greater detail below.

Audit & Risk Committee

On Closing, the members of the Audit & Risk Committee are expected to be Alan Rowe (chair), Gary Perron,Glen Roane and Peter Snucins. All members of the Audit & Risk Committee will be “independent” and “financiallyliterate” for the purposes of NI 52-110. The Audit & Risk Committee will meet at least once each financial quarter tofulfill its mandate. The Audit & Risk Committee will provide a report to the Board outlining the results of the Audit &Risk Committee’s activities and any reviews it has undertaken.

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The Corporation expects that each member of the Audit & Risk Committee will have extensive businessexperience and/or education which provides him or her with the skills and background necessary to discharge his or herresponsibilities as a member of the Audit Committee.

The specific responsibilities of the Audit & Risk Committee are set out in the Audit & Risk Committee Charter, acopy of which is attached to this prospectus as Appendix C. The Audit & Risk Committee’s primary role will be toassist the Board in fulfilling its oversight responsibilities regarding the Corporation’s internal controls, financialreporting and risk management practices.

The primary responsibilities of the Audit & Risk Committee will include: (i) identifying, assessing and monitoringthe management of the principal risks that could impact the Corporation; (ii) monitoring the integrity of theCorporation’s financial reporting process and system of internal controls regarding financial reporting and accountingcompliance; (iii) monitoring the independence and performance of the Corporation’s external auditors; (iv) dealingdirectly with the external auditors to approve external audit plans, other services (if any) and fees; (v) overseeing theexternal audit process and results; (vi) providing an avenue of communication among the external auditors,management and the Board; (vii) ensuring that there is an appropriate standard of corporate conduct relating to theinternal controls and financial reporting of the Corporation; and (viii) ensuring that an effective “whistle blowing”procedure exists to permit stakeholders to express any concerns regarding accounting or financial matters to anappropriately independent individual. The Audit & Risk Committee will have the ability to retain external advisors toassist in fulfilling its mandate as necessary.

The Audit & Risk Committee will be responsible for directly overseeing the work of the external auditor engagedfor the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services, includingthe resolution of significant financial reporting issues between the external auditor and management. The externalauditor will report directly to the Audit & Risk Committee. The Audit & Risk Committee will pre-approve all non-audit services undertaken by the external auditor.

Compensation & Governance Committee

On Closing, the members of the CCGC are expected to be Sandra Cowan (chair), George Fowlie and Alan Rowe.All members of the CCGC will be “independent” for the purposes of NI 52-110. The Board will adopt a written charterfor the CCGC that sets out its areas of responsibility.

The responsibilities of the CCGC will include assisting the Board in fulfilling its responsibilities in relation to:(i) the selection, performance review and succession plans of senior management; (ii) professional development forsenior management; (iii) the Corporation’s overall approach to governance; (iv) the size, composition and structure ofthe Board and its committees; (v) orientation and continuing education for directors; (vi) identifying and nominatingcandidates for the Board; (vii) assessment of the Board, its committees and individual directors; (viii) related partytransactions and other matters involving conflicts of interest unless such matters fall within the mandate of the Audit &Risk Committee; (ix) the Corporation’s Code of Business Conduct and Ethics; (x) the Corporation’s writtenwhistleblower policy, disclosure policy and insider trading and confidentiality policy; and (xi) any additional mattersdelegated to the committee by the Board.

The CCGC will also establish and oversee policies with respect to compensation of the senior management of theCorporation and the Board. These responsibilities will include assisting the Board in fulfilling its responsibilities inrelation to: (i) the retention and compensation of senior management; (ii) employment agreements with seniormanagement; (iii) the compensation of the Board and its committees; and (iv) any additional matters delegated to thecommittee by the Board. The Corporation and the Board believe that the interests of the CCGC are aligned with theinterests of shareholders to ensure that the compensation process is objective and that the Corporation’s practices aredesigned to retain, motivate and reward senior management for performance and contribution to the Corporation’s longterm success.

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Assessment of the Board and Board Committees

The members of the Board will collectively assess the performance of the Board as a whole and its individualmembers, as well as the effectiveness and contributions of each Board committee. Such assessment will occur annuallywith an emphasis on the overall effectiveness and contributions made by the Board as a whole and each committee ofthe Board. Evaluations will include the completion of written effectiveness surveys by directors and interviews witheach director by the Chairman of the Board. The results of such assessments and surveys will be presented by theCCGC to the full Board.

External Auditor Service Fees

Crown has incurred the following fees for services rendered in respect of the audits by KPMG LLP for the twofiscal years ended December 31, 2014 and December 31, 2013.

External Auditor Service FeesFiscal year ended

December 31, 2014Fiscal year ended

December 31, 2013

($) ($)

Audit Fees(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000Audit Related Fees(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Tax Fees(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

All Other Fees(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Total Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000

Notes:(1) “Audit Fees” include fees necessary to perform the annual audit of the consolidated financial statements.(2) “Audit Related Fees” include fees for assurance and related services by the external auditor that are reasonably related to the performance of the

audit or review of the Corporation’s financial statements other than those included in “Audit Fees”.(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for

tax compliance, tax advice and tax planning.(4) “All Other Fees” include fees for products and services provided by the auditor other than those included above.

RISK FACTORS

An investment in the Common Shares is highly speculative. The Offering is suitable only for those purchasers whoare able to risk a loss of their entire investment. Purchasers should consult with their own professional advisors toassess the legal, financial and other aspects of an investment in the Common Shares. In addition to the otherinformation contained in this prospectus, prospective purchasers should carefully consider the following risk factors.

The risks and uncertainties described herein are not the only risks and uncertainties that Crown faces. Additionalrisks and uncertainties of which Crown is not currently aware or that Crown currently believes to be immaterial mayalso materially adversely affect Crown’s business, assets, liabilities, financial condition, results of operations,prospects, cash flows and the value or future trading price of the Common Shares (one or more of the foregoing, a“Material Adverse Effect”). The occurrence of any of the possible events and risks described below and elsewhere inthis prospectus could have a Material Adverse Effect and prospective purchasers could lose all or part of theirinvestment in the Common Shares.

This prospectus also contains forward-looking statements that involve risks and uncertainties. Crown’s actualresults may differ materially from those anticipated in these forward-looking statements as a result of various factors,including the risks described below and elsewhere in this prospectus. See “Cautionary Note Regarding Forward-Looking Statements”.

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Risks Relating to Crown’s Operations

Risks Particular to the Alternative Credit Industry

Financing of Mid-market Businesses

Crown’s financing portfolio will consist primarily of financing solutions provided to mid-market businesses,including privately-owned companies, many of which do not publicly report their financial condition and are notsubject to the same accounting rules and securities laws that govern disclosure and financial controls of publiccompanies. Compared to larger, publicly-traded companies, financing solutions offered to these types of businessesmay carry more inherent risk. See also “Risk Factors – Risks Relating to Crown’s Operations – Creditworthiness ofFinancing Clients”. Crown’s financing clients generally have limited access to capital and higher funding costs. Suchbusinesses may need more capital to expand or compete, and may be unable to obtain financing from public capitalmarkets or from traditional sources, such as commercial banks. Mid-market businesses may also have shorter operatinghistories, narrower product lines and smaller market shares than larger businesses, which tend to render them morevulnerable to competitors’ actions and market conditions, as well as general economic downturns. Additionally,because many of Crown’s financing clients do not publicly report their financial condition and may not havesophisticated financial controls and oversight, Crown is more susceptible to a client’s misrepresentation, which couldresult in a Material Adverse Effect. See also “Risk Factors – Risks Relating to Crown’s Operations – Fraud by aFinancing Client”. The failure of a financing client to accurately report its financial position could result in Crownproviding financing solutions to a financing client that does not meet Crown’s underwriting criteria, defaults onpayments owing to Crown, the loss of some or all of the principal of a loan, or non-compliance by a financing clientwith applicable covenants. Accordingly, financing solutions offered to these types of businesses involve higher riskthan financing solutions offered to larger businesses with greater financial resources or that are otherwise able to accesstraditional credit sources.

Creditworthiness of Financing Clients

Crown’s business depends on the creditworthiness of its financing clients and their ability to fulfill theirobligations to Crown. Although Crown intends to offer financing solutions only to financing clients with a history ofprofitability, there can be no assurance that its financing clients will not default and that Crown will not sustain a lossas a result. See “Risk Factors – Risks Relating to Crown’s Operations – Default by and Bankruptcy of a FinancingClient”. Crown will also rely on representations and warranties made by financing clients in their financingdocumentation; however, there can be no assurance that such representations will be accurate or that Crown will haveany recourse against the financing client in the event a representation proves to be untrue. See also “Risk Factors –Risks Relating to Crown’s Operations – Fraud by a Financing Client”.

Fraud by a Financing Client

While through the use of its five stage underwriting process, Crown makes every effort to verify the accuracy ofinformation provided to it when making a decision on whether to offer a financing solution, a financing client maymisrepresent information relating its financial health, operations, or compliance with the terms under which Crown hasadvanced funds. In cases of fraud, it is difficult and often unlikely that Crown will be able to collect amounts owingunder loan or realize on collateral, which could have a Material Adverse Effect.

Dependence on the Performance of Financing Clients

Crown will be dependent on the operations, assets and financial health of the financing clients to which it directlyand indirectly provides capital. Crown’s ability to meet its operating expenses in the long term will be largelydependent on the investment returns and management fees received from its Special Situations Financing portfolio androyalties or other income from its Long-term Financing portfolio. If the financial performance of its financing clientsdecline, cash payments to Crown will likely decline. The failure of any financing client to fulfill its paymentobligations to Crown or the Crown Capital Funds could adversely affect Crown’s financial condition and cash flow.Crown conducts due diligence on each financing transaction prior to entering into agreements and monitors activitiesof financing clients by receiving and reviewing regular financial reports. Nonetheless, there is a risk that there may besome liabilities or other matters that are not identified through Crown’s due diligence or that arise subsequent toCrown’s funding of the loan that may have an adverse effect on a financing client’s business.

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Risks Facing Financing Clients

Each financing client will also be subject to risks which will affect their financial condition. As Crown is not privyto all aspects of its clients’ businesses, it is impossible to predict exactly what risks financing clients will face.Nonetheless, Crown expects that typical risks may include the following:

Š The success of Crown’s financing clients may depend on the management talents and efforts of one or twokey persons or a small group of persons. The death, disability or resignation of one or more of these personscould have a Material Adverse Effect on a financing client.

Š Financing clients may require additional working capital to carry out their business activities and to expandtheir businesses. If such working capital is not available, or is not available on beneficial terms, the financialperformance and development of the businesses of Crown’s financing clients may be adversely affected.

Š Damage to the reputation of Crown’s financing clients’ brands could negatively impact consumer opinion ofthose businesses or their related products and services, which could have an adverse effect on their business.

Š Financing clients may face intense competition, including competition from companies with greater financialor other resources, more extensive development, manufacturing, marketing, and other capabilities. There canbe no assurance that Crown’s financing clients will be able to successfully compete against their competitorsor that such competition will not have a material adverse effect on their businesses.

Š Financing clients may experience reduced revenues from the loss of one or more customers representing ahigh percentage of their monthly revenues.

Š Financing clients may experience reduced revenues due to an inability to meet regulatory requirements, ormay experience losses of revenues due to unforeseeable changes in regulations imposed by various levels ofgovernment.

Š Financing clients may rely on government or other subsidy programs for revenue or profit generation.Changes to or elimination of such programs may have an adverse effect on the financing client.

Š Financing clients may derive some of their revenues from non-Canadian sources and may experiencenegative financial results based on foreign exchange losses, hedging costs or foreign investment restrictions.

Prepayment by Financing Client

Certain of Crown’s financing products may be prepayable by the financing clients, subject to prepaymentpenalties. Crown is unable to predict if or when a financing client will make a prepayment. Typically, a financingclient’s decision to prepay depends on its continued positive economic performance and the existence of favourablefinancing market conditions that permit the financing client to replace its existing financing with less expensive capital.As market conditions change frequently, it is very difficult to predict if or when a financing client may deem marketand business conditions to be favourable for prepayment. Prepayment by a financing client may have the effect ofreducing the achievable yield of the financing solution to a level below that which was anticipated by Crown. Such areduction may occur when Crown is unable to invest the funds prepaid by the financing client in other transactions withan expected yield greater than or equal to the yield Crown expected to receive from the prepaying financing client.

Default by and Bankruptcy of a Financing Client

A financing client’s failure to satisfy its borrowing obligations, including any covenants imposed by Crown, couldlead to defaults and the termination of the financing client’s loans and enforcement against its assets. In order to protectand recover its investments, Crown may be required to bear significant expenses (including legal, accounting, valuationand transaction expenses) to the extent necessary to seek recovery upon default or to negotiate new terms with adefaulting financing client. In certain circumstances, a financing client’s default under one loan could also triggercross-defaults under other agreements and jeopardize that financing client’s ability to meet its obligations under a loanagreement it may have with Crown.

Should a financing client become insolvent, the value of any collateral in the event of liquidation or the value ofany bonus features in regard to Long-term Financing solutions will depend on market and economic conditions, theavailability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale of all of afinancing client’s collateral will be sufficient to satisfy the loan obligations secured by the collateral, or that sufficient

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assets to repay Crown will remain after more senior creditors have been repaid. See also “Risk Factors – Risks Relatingto Crown’s Operations – Collateral Securing Crown’s Loans”.

Additional Indebtedness of Financing Clients

To the extent a financing client is permitted to incur other debt secured by certain assets that ranks equally with,or senior to, the loans made by Crown, such debt instruments may provide that the senior holders are entitled to receivepayment of interest or principal on or before the dates on which the Crown debt is serviced. The rights Crown mayhave with respect to the collateral securing the loans it provides may also be limited pursuant to the terms of one ormore intercreditor agreements with the holders of senior debt. Typically, an intercreditor agreement will providevarious rights and remedies to the holder of a first priority lien during the time it is outstanding, which may result inCrown failing to be repaid outstanding principal and interest owed to it and could have a Material Adverse Effect.

Collateral Securing Crown’s Loans

Where Crown’s financing solutions are secured by a lien on specified collateral of the financing client (particularlyinventory, receivables and tangible fixed assets), there is no assurance that Crown has obtained or properly perfected itsliens, or that the value of the collateral securing any particular financing solution will protect Crown from suffering apartial or complete loss if the financing solution becomes non-performing and Crown moves to enforce against thecollateral. In such event, Crown could suffer losses that could have a Material Adverse Effect. In addition, during itsunderwriting process, Crown makes an estimate of the value of the collateral. A decrease in the market value of collateralassets at a rate greater than the rate projected by Crown may adversely affect the current realization values of suchcollateral. The degree of realization risk varies by the business of the financing client and the nature of the security.

Fair Value Estimate

Loans and other investments within Crown Capital Funds’ portfolios are assigned a fair value based onmanagement’s reasonable estimates of value and management’s expectations for performance of the loan or otherinvestments. The fair value may be negatively affected by factors outside the knowledge or control of management andmay result in the actual fair value being materially different from that assigned by Crown.

Monitoring and Enforcement Procedures

From time to time, Crown will be required to take enforcement proceedings with respect to non-performing loansand may be required to liquidate a financing client’s assets. Enforcement and liquidation proceedings can be timeconsuming and, if a sufficient number of loans require enforcement, management’s attention may be diverted from theday to day operations or from pursuing its growth strategy and the Corporation may incur significant expenses thatcannot be recovered.

At any given time, financing clients may represent a risk of a loss to Crown. Such situations could arise where thecollateral of the financing client falls below the outstanding loan balance, where the financial condition of the financingclient has materially deteriorated, or where the financing client has otherwise failed to comply with its obligations.

Historical Performance Not Indicative of Future Performance

The past performance of Crown has been based on a portfolio comprised of Special Situations Financingtransactions. There can be no assurance that the same level of earnings can be achieved under the Hybrid BusinessModel, on additional Special Situations Financing transactions or on Long-term Financing transactions. Potentialpurchasers are cautioned not to place undue reliance on historical performance in making an investment decision.Crown has not entered into any Long-term Financing transactions as of the date of this prospectus.

Control Over Financing Clients

Crown is not always in a position to exercise control over its financing clients or prevent decisions by themanagement or shareholders of a financing client that may affect the fair value of the Crown loan, or otherwise affectthe ability of the financing client to repay its obligations to Crown. Furthermore, Crown does not intend to takesignificant equity positions in its financing clients. The lack of liquidity of debt positions that Crown typically holds in

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its financing clients results in the risk that Crown may not be able to dispose of its exposure to the financing client inthe instance where a financing client is underperforming. This could have a Material Adverse Effect.

Securities of Financing Clients

Crown lends and will in the future extend Special Situations Financing solutions to both public and privatecompanies, which may include bonus features granting Crown securities of the client. The securities issued by privatecompanies will be subject to legal and other restrictions on resale or will be otherwise less liquid than publicly tradedsecurities. To the extent Crown receives any form of securities issued by private companies, it may be difficult forCrown to dispose of such holdings if the need arises. Furthermore, if Crown is required to liquidate all or a portion ofthe securities it holds in an illiquid company, it may realize significantly less than the value at which it had previouslyrecorded its holdings. In addition, Crown may face restrictions imposed by securities law on its ability to liquidate orotherwise trade in securities of a financing client, including, where Crown obtains material non-public informationregarding such financing client.

Illiquidity of Loans

Due to the nature of Crown’s financing strategy and portfolio, certain financing solutions have lengthy terms andmay be outstanding for a substantial period of time before they are repaid or can be liquidated under conditionspreferable to Crown or, in some cases, at all. Illiquid investments carry the risk that a buyer may not be found for suchinvestments. Also, certain of the financing solutions offered by Crown may be subject to legal or contractualrestrictions which may impede Crown’s ability to dispose of such assets which it might otherwise desire to do. To theextent that there is no liquid trading market for these financing solutions, Crown may be unable to liquidate these assetsor may suffer a loss.

Changes in Strategies

Currently Crown intends to implement the Hybrid Business Model, offering both Special Situations Financing andLong-term Financing to its financing clients. However, Crown may alter its business strategies at any time withoutnotice to its shareholders and there is no guarantee that such changes will yield similar or improved returns, if any.

Expansion of Geographic and Industry Markets

The Corporation plans to expand in Canada and to further expand in the U.S. market. The United States is adifferent lending market with different competitive dynamics and therefore presents distinct and substantial risks. TheCorporation will face competition from significantly larger lenders in the United States. Failure to expand withinCanada or grow in the United States as currently anticipated, or the failure to penetrate those markets successfully, mayhave a Material Adverse Effect.

Geographically, Crown’s historical financing clients have been most concentrated in western Canada and havehad a large number of oil and gas related borrowers. Crown intends to expand both geographically and in terms ofindustry sectors. Such expansion may have new or additional considerations and the financial performance of loans insuch broadened markets may not perform in line with historical performance.

Lack of Regulation

Currently, there are no regulatory capital requirements on participants in the Alternative Credit Industry thatwould impede their ability to extend credit, unlike the major commercial banks that are subject to the provisions of theBank Act (Canada) and OSFI rules. Any changes to the regulation of the asset-based lending industry could have aMaterial Adverse Effect. Further, as the Alternative Credit Industry is not regulated, the lenders within this market mayhave a higher risk profile than the major commercial banks who are required to maintain prescribed levels of capital.

Risks Particular to Special Situations Financing

Uncertainty of Return on Crown Capital Funds

A portion of Crown’s revenue will be generated from the return on its investment in the Crown Capital Funds.Payment of distributions by limited partnership funds are not guaranteed, the values of limited partnership units changefrequently and past performance of a limited partnership may not be repeated.

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Indicated rates of return, including Gross IRR and Multiple, are the historical annual compound total returns anddo not take into account sales, redemption, distribution or optional charges or income tax payable by any securityholder, if any, that would have reduced returns. Gross IRR and Multiple are used to illustrate the relative returns on theloans offered by Crown and is not intended to reflect future returns on loans in the Crown Capital Funds.

Both Gross IRR and Total Combined Proceeds include Unrealized Amounts. Unrealized Amounts are based onmanagement’s reasonable estimates, however, actual realized amounts in regard to any loan could be materiallydifferent.

Illiquidity of Interest in Crown Capital Funds

Crown expects to hold up to 30% of the Crown Capital Funds going forward. The Crown Capital Funds will beoffering Special Situations Financing solutions to financing clients and will therefore be relatively illiquid. There can beno assurance that Crown would be able to dispose of its interest in the Crown Capital Funds in a timely manner or at all.

Poor Investment Returns Could Lead To The Loss of Existing Investors or an Inability to Attract New Investors,Lower Assets Under Management and a Further Decline in Revenues

Crown’s portfolio performance is one of the most important factors for the growth of assets under management.Poor performance relative to its competitors or otherwise could impair Crown’s revenues and growth because existinginvestors might opt not to invest in any subsequent Crown Capital Funds. This could impair Crown’s ability to raisecapital from existing and new limited partnership investors, which could result in lower Assets Under Management andcould adversely impact revenues derived from management fees. In addition, revenues derived from performance feesare directly related to portfolio performance and therefore poor performance may cause Crown to earn less or noperformance fees. There is no guarantee that historical performance will be repeated or improved upon in the future.

Removal of the General Partner or Manager

Under the terms of the relevant limited partnership agreement and management agreement, Crown and itsaffiliates can be removed as the general partner or manager in certain circumstances. Specifically, Crown may beremoved as manager where it fails to cure or take steps to cure a breach within 30 days’ notice from the applicableCrown Capital Fund or where it commits certain acts of insolvency or bankruptcy. Crown GP may be removed from itsrole as general partner where it has acted negligently causing a material adverse effect to the fund, violated applicablelaw or committed a material default of the limited partnership or management agreements. If Crown or the Crown GPare removed from their role, Crown will no longer be entitled to base management fees nor have the opportunity toearn performance fees. This could materially impact the financial performance of Crown.

General Partner and Manager are Fiduciaries

Crown and the Crown GP are fiduciaries to NCOF II and are expected to be fiduciaries to future Crown CapitalFunds. In its role as the manager or general partner of such funds, Crown and the Crown GP, respectively, will berequired to act in the best interest of the fund and its limited partners as a whole. There may be instances where suchactions are not the most beneficial actions for Crown as a limited partner and may have an adverse effect on Crown.

Risks Particular to Long-term Financing

Limited Number of Financing Clients

Crown currently does not offer Long-term Financing solutions. It may take time to establish a Long-termFinancing portfolio and there are no assurances that it will be successful at any time. If it develops at all, Crown’sLong-term Financing portfolio will initially consist of a small number of financing clients. While Crown’s intention isto establish income streams from financing clients in different industry sectors, it will take time to attain suchdiversification, if such diversification can be achieved at all. Until such time as diversification is achieved, Crown mayhave a significant portion of its Long-term Financing solutions dedicated to a single business sector or industry. In theevent that any such business or industry is unsuccessful or experiences a downturn, this could have a Material AdverseEffect on Crown’s business, financial condition, results of operations or prospects.

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Ability to Negotiate Additional Income Streams

A key element of Crown’s Long-term Financing growth strategy involves establishing additional income streamsfrom financing clients. Crown’s ability to identify financing clients and establish additional income streams is notguaranteed. Achieving the benefits of future Long-term Financing will depend in part on successfully identifying andcapturing such opportunities in a timely and efficient manner and in structuring such arrangements to ensure a stableand growing stream of revenues.

General Business Risks

Limited Operating History for Crown

Although each member of Crown’s management team has had significant experience in the Alternative CreditIndustry, it should be considered that Crown has a limited operating and performance history in its various lines ofbusiness upon which prospective investors can evaluate Crown’s performance. In addition, following the completion ofthe Offering, Crown’s strategy will include Long-term Financing, which is different from its lending strategy prior tothe completion of the Offering.

Inability to Raise Additional Funds in a Timely Manner or at All

Crown is not a chartered bank and therefore does not have deposits from which it can originate loans or similarfinancing solutions. Crown must raise funds to be able to originate new financing solutions. There can be no assurancethat Crown will be able to raise additional funds necessary to grow its business as there is significant competition in theAlternative Credit Industry. This competition may limit Crown’s ability to raise new funds as contemplated in thisprospectus or at all. The success of Crown’s strategy is highly dependent upon numerous conditions in the AlternativeCredit Industry and economic conditions throughout the world that are outside its control and difficult to predict. Therecan be no assurance that Crown will be able to retain existing investors or attract new investors in the future, or thatany future investments by such investors will not be lower than historical investment levels.

Dilution

Crown anticipates that it will be required to conduct additional equity financings in order to develop its businessas currently planned. Any further issuance of equity will dilute the interests of existing shareholders, and existingshareholders will have no pre-emptive rights in connection with any such future issuances.

No Guarantee as to Timing or Amount of Dividends

Holders of Common Shares do not have a right to dividends on such shares unless declared by the Board. Thedeclaration of dividends is at the discretion of the Board, even if Crown has sufficient distributable cash to pay suchdividends. The declaration of any dividend will depend on Crown’s financial results, cash requirements, futureprospects and other factors deemed relevant by the Board.

Crown may not declare or pay a dividend if there are reasonable grounds to believe that (i) it is, or after thepayment would be, unable to pay its liabilities as they become due, or (ii) the realizable value of its assets wouldthereby be less than the aggregate of its liabilities, including those arising in the ordinary course of business. Dividendsare not guaranteed and the amount of any dividend may fluctuate or be reduced or eliminated. There can be noassurance as to the levels of dividends to be paid by Crown, if any. The market value of the Common Shares maydeteriorate if Crown is unable to pay dividends in accordance with its intended dividend strategy, or not at all, and suchdeterioration may be material.

Reliance on Certain Individuals

The success of Crown will depend in large part upon the skill and expertise of Messrs. Johnson and Hughes andother Crown professionals referred to under “Executive Officers and Directors”. There is no assurance that all ofCrown’s current management team, including Messrs. Johnson and Hughes, will continue to be employed by oravailable to the Corporation. There can also be no assurance that Crown’s lending strategies will continue to besuccessful in the absence of any one or both of Messrs. Johnson and Hughes, or that Crown will be able to attract andretain suitable candidates to replace these individuals. See also “Risk Factors – Risks Relating to Crown Operations –Management and Employees”.

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Certain of Crown’s directors and officers are, and may continue to be, involved in the private equity industry andthe Alternative Credit Industry through their direct and indirect participation in corporations, partnerships or jointventures which are potential competitors of Crown. Situations may arise in connection with potential opportunities oracquisitions where other interests of these directors and officers may conflict with Crown’s interests. Directors andofficers of the Corporation with conflicts of interest will be subject to and required to comply with the procedures setout in the CBCA and other applicable legislation, regulations, rules and policies.

Allocation of Opportunities and Resources

The Corporation will lend capital directly to clients as Long-term Financing solutions and indirectly offer SpecialSituations Financing solutions through the Crown Capital Funds. There may be situations where a prospectivefinancing client expresses interest in both of the Corporation’s financing solutions. In these situations, the financingclient will determine the financing solution most suitable for their business with the fundamental difference being theterm of the financing solution and Crown’s potential return. Such selection by the client may impact the form and levelof returns realized by Crown on such financing solution.

Crown’s current personnel will be involved in both its Special Situations Financing and Long-term Financingbusinesses. There could be instances where the demands by one component of the Hybrid Business Model divertspersonnel and resources from the other component. If sufficient personnel or resources are not available at the relevanttime, certain financing opportunities may have to be forgone.

Quarterly Financial and Operational Results

Crown’s quarterly net income and results of operations are difficult to forecast. Crown may experience substantialfluctuations in net income and results of operations from quarter to quarter. Investors should not rely on Crown’sresults of operations in any prior reporting period to be indicative of its performance in future reporting periods. Manydifferent factors could cause Crown’s results of operations to vary from quarter to quarter, including:

Š changes to its business model and strategies;

Š the success of Crown’s origination activities;

Š credit losses and default rates;

Š Crown’s ability to enter into financing arrangements;

Š competition;

Š seasonal fluctuations in Crown’s business, including the timing of transactions;

Š personnel changes;

Š changes in accounting rules;

Š changes in prevailing interest rates;

Š general changes to the Canadian, U.S. and global economies; and

Š political conditions or events.

Crown bases its current and future operating expense levels and its lending and investment plans on estimates offuture net income, origination activity and rates of growth. Crown expects that its expenses will increase in the future,and Crown may not be able to adjust its spending quickly enough to compensate for net income that falls short ofCrown’s expectations. Any shortfalls in Crown’s net income, origination activity, or in its expected growth rates, couldhave a Material Adverse Effect.

Change in Interest Rates

As at the date of this prospectus, all of the loans in the Special Situations Financing portfolio had fixed interestrates. Changes in market interest rates may cause the fair value or future cash flows of a financial instrument tofluctuate.

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Credit Facilities

Crown is in the process of negotiating a $25 million revolving LOC from a Canadian financial institution forbridge acquisition financing, subject to the satisfaction of certain customary conditions. The LOC is expected to closeshortly after completion of the Offering, however the Corporation may not be able to reach agreement on appropriateterms to execute binding documents. If the Corporation is unable to secure the LOC, or other financing, on acceptableterms, or at all, the Corporation may not be able to execute certain financing transactions that become available to itand may lose such opportunity to its competitors.

Future Use of Leverage

Crown may make use of borrowed money to fund part of its deal origination and to pay various other operationalexpenses. The use of leverage magnifies the potential gains and losses from a financing product and increases the riskof loss of capital. To the extent that income generated by Crown’s financing activities is greater than the cost ofservicing the Corporation’s debt, Crown’s net income will be greater than if borrowing had not been used. Conversely,if income from financing activities financed with borrowed funds is insufficient to cover the cost of borrowing,Crown’s net income will be less. The ability of Crown to service any future outstanding debt depends largely on itsfinancial performance and is subject to prevailing economic conditions and competitive pressures. The amount ofleverage that Crown employs at any particular time will depend on its assessments of market and other factors at thetime of any proposed borrowing.

As a result of Crown’s use of leverage:

Š the Common Shares may be exposed to incremental risk of loss and a decrease in the value of its financingportfolio would have a greater negative impact on the value of the Common Shares than if Crown did not useleverage;

Š adverse changes in interest rates could reduce or eliminate the incremental income Crown receives from theproceeds of any leverage;

Š Crown and, indirectly, its shareholders, bear the entire cost of paying interest and repaying any borrowedfunds;

Š Crown’s ability to pay dividends on its Common Shares may be restricted by covenants or other restrictionsimposed by its lenders;

Š Crown’s ability to amend its organizational documents or other agreements may be restricted if suchamendments would result in a material adverse effect on its lenders; and

Š Crown may, under some circumstances, be required to dispose of its assets under unfavourable marketconditions in order to maintain its leverage, thus causing Crown to recognize a loss that might not otherwisehave occurred.

The extent to which the gains and losses associated with leveraged investing are increased will generally dependon the degree of leverage employed.

Changes in Market and General Economic Conditions

A weak economy could impact the quality, quantum and frequency of the deals available to Crown. Adverseeconomic conditions also may decrease the estimated value of the collateral securing Crown’s financing structures.Further or prolonged economic slowdowns or recessions could lead to financial losses in Crown’s financing portfolioand a decrease in Crown’s net finance income, net income and book value. Any of these events, or any other eventscaused by turmoil in global financial markets, could have a Material Adverse Effect.

Competitive Business Environment

Crown’s ability to originate new financing opportunities could be significantly affected by the activities of otherindustry participants. New competitors may enter the Canadian Alternative Credit Industry or current marketparticipants may significantly increase their activities in this area. There can be no assurance that Crown will be able to

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compete effectively with its current and future competitors in connection with the origination of new financingopportunities. If these or other competitors were to engage in aggressive pricing policies, Crown may have difficultyoriginating new financing opportunities or could be forced to offer lower rates, both of which could have a MaterialAdverse Effect. Some of Crown’s competitors offer a broader range of financial and lending services than Crown andcan leverage their existing customer relationships to offer and sell services that compete directly with Crown’sservices. Further, Crown’s competitors may have greater financial, technical, marketing, origination and otherresources, and may have greater access to lower cost capital. As a result of competition, Crown may not be able toattract new customers, retain existing customers, or sustain the rate of growth that Crown has experienced to date. As aresult, Crown’s ability to profitably expand its financing portfolio may decline. If Crown’s existing customers chooseto use competing sources of credit to refinance their debt, Crown’s financing portfolio could be adversely affected.

Inability to Realize Potential Benefits from Growth

Crown’s inability to realize the potential benefits from its growth strategy may adversely impact its operatingresults. Crown’s ability to realize such benefits will be based on its management of growth and will require it tocontinue to build its operational, financial and management controls, human resource policies, and reporting systemsand procedures. Crown’s ability to manage its growth will depend in large part upon a number of factors, including theability of Crown to rapidly:

Š secure additional sources of funding to fund new loans, while maintaining a prudent capital structure forCrown;

Š attract and retain qualified personnel in order to continue to develop Crown’s origination platforms andprovide services that respond to evolving customer needs; and

Š develop support capacity for customers as business increases, so that Crown can provide post-fundingsupport without diverting resources from origination efforts.

Crown’s inability to achieve any of these objectives could have a Material Adverse Effect.

Management and Employees

Crown’s success and ability to compete is dependent on its continuing ability to identify, attract, hire, train, retainand motivate highly qualified management and employees with relationships and referral sources, an understanding ofthe Alternative Credit Industry, and knowledge of the industries in which Crown’s financing clients operate. Many ofthe financial institutions with which Crown competes for experienced personnel may be able to offer more attractiveterms of employment. If any of Crown’s key personnel were to cease their employment with Crown, Crown’sorigination volume may decline or cease. These factors could have a Material Adverse Effect on the Corporation. Seealso “Risk Factors – Risks Relating to Crown’s Operations – Reliance on Certain Individuals”.

Employee Errors or Misconduct Could Result in Regulatory Sanctions or Reputational Harm

Misconduct by Crown’s employees could result in Crown entering into transactions that exceed authorized limitsor present unacceptable risks potentially resulting in unknown or unmanageable risks or losses to Crown. Employeemisconduct could also involve the improper use of confidential information, which could result in regulatory sanctionsand serious reputational harm. It is not always possible to deter employee misconduct or prevent employee error andthe precautions in place may not be effective in all cases.

Litigation

From time to time in the ordinary course of its business, Crown may become involved in various legalproceedings, including commercial, employment, class action and other litigation and claims, as well as governmentaland other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’sattention and resources and cause Crown to incur significant expenses. Furthermore, the results of any such actionscould have a Material Adverse Effect.

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Foreign Currency and Hedging

The results of operations and cash flows of Crown may be affected by changes in the Canadian dollar exchangerate relative to the currencies of other countries. If Crown’s portfolio has exposure to loans denominated in U.S.dollars, a decrease in the value of the U.S. dollar relative to the Canadian dollar may have a negative effect on thefinancial performance of Crown.

Crown may choose to employ hedging techniques to minimize currency exchange risks. There is no assurance thatany such hedging strategy will be successful and any hedging strategy has its own risks. Hedging against a decline inthe values of the portfolio does not eliminate the possibility of fluctuations in the values of such positions or preventlosses if the values of such positions decline. Moreover it may not be possible to hedge against an exchange ratefluctuation that is so generally anticipated that Crown would not be able to enter into a hedging transaction at anacceptable price.

Failure of Computer and Data Processing Systems

Crown is dependent upon the successful and uninterrupted functioning of its computer and data processingsystems to monitor Crown’s financing portfolio, conduct its day-to-day operations, and identify new businessopportunities. The failure of these systems could interrupt operations or materially impact Crown’s ability to originateand service its financing portfolio and conduct its day-to-day business operations.

Cyber-Security

Crown maintains confidential information regarding its financing clients, business plans, strategy and potentialorigination opportunities in its computer systems. Crown also maintains an internet website. Despite theimplementation of network security measures, this infrastructure may be subject to physical break-ins, computerviruses, programming errors, attacks by third parties or similar disruptive problems. A security breach of computersystems could disrupt operations, damage reputation, result in legal or regulatory liability, and could have a MaterialAdverse Effect.

Material Non-Public Information

Crown’s management or employees, and their respective affiliates, may serve as directors of, or in a similarcapacity with, its financing clients. In the event that material non-public information is obtained with respect to itsfinancing clients, such persons may become subject to trading restrictions under the internal trading policies of thosecompanies or as a result of applicable laws or regulations. As a result, Crown could be prohibited for a period of timefrom trading the securities of a financing client, to the extent it owns any, and such a prohibition could have a MaterialAdverse Effect particularly if Crown desires to liquidate such securities.

Risks Relating to the Offering

No Prior Public Market for Common Shares

Prior to the Offering, there has been no public trading market for the Common Shares, and Crown cannot offerassurances that one will develop or be sustained after the Offering. Crown cannot predict the prices at which theCommon Shares will trade. The Offering Price was determined through negotiations among Crown and the LeadUnderwriters, and may not bear any relationship to the market price at which it will trade after the Offering, or to anyother established criteria of Crown’s value. Shares of companies often trade at a discount to the initial offering pricedue to sales loads, underwriting discounts and related offering expenses. Therefore, the Common Shares should not betreated as a trading vehicle.

Use of Net Proceeds of the Offering

Crown will have significant flexibility in applying the net proceeds of the Offering. Investors in Crown will nothave an opportunity to evaluate for themselves the relevant economic, financial and other information regarding anyinvestments or lending activity undertaken by Crown after the Offering. Crown may pay operating and other expenses,such as costs associated with due diligence activities in connection with potential new financing transactions, from the

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net proceeds of this Offering. The Corporation’s ability to achieve its objectives may be limited to the extent that netproceeds of the Offering, pending full deployment, are used to pay expenses rather than to make new loans.Furthermore, no assurance can be given that Crown will be successful in deploying the net proceeds of the Offering infinancing transactions that will achieve its business objectives.

Delays in Deploying Net Proceeds of the Offering

Crown currently anticipates that a portion of the net proceeds of the Offering will be used in accordance with itsbusiness objectives and underwriting criteria within six to twelve months following completion of the Offering. Crowncannot offer any assurance that it will be able to locate a sufficient number of suitable financing opportunities to allowit to successfully deploy the net proceeds of the Offering within that timeframe. To the extent Crown is unable to do so,Crown’s income, and in turn its results of operations, will likely be adversely affected.

Financing Opportunities not yet Identified

Crown has not yet identified the potential financing clients to which it will direct a portion of the net proceeds ofthe Offering. Financing opportunities will be selected by Crown subsequent to the Closing, and Crown’s shareholderswill have no input with respect to such financing decisions. These factors increase the uncertainty, and thus the risk, ofinvesting in the Common Shares.

Loss of Entire Investment

An investment in the Offered Shares is speculative and may result in the loss of an investor’s entire investment.Only potential investors who are experienced in high risk investments and who can afford to lose their entireinvestment should consider an investment in the Corporation.

Market Price of the Common Shares

The market price for the Common Shares may be volatile and subject to wide fluctuations in response tonumerous factors, many of which are beyond Crown’s control, including the following:

Š actual or anticipated fluctuations in Crown’s quarterly results of operations, including changes in earnings orvariations in operating results;

Š changes in the value of Crown’s financing portfolio;

Š recommendations by securities research analysts;

Š operating performance and, if applicable, share price performance of Crown’s competitors;

Š addition or departure of Crown’s management and other key personnel;

Š expiration of lock-up or other transfer restrictions on outstanding Common Shares;

Š sales of additional Common Shares;

Š significant acquisitions or business combinations, strategic partnerships, joint ventures or capitalcommitments by or involving Crown or its competitors;

Š news reports relating to trends, concerns, technological or competitive developments, regulatory changes andother related industry and market issues; and

Š loss of a major funding source.

Financial markets have recently experienced significant price and volume fluctuations that have particularlyaffected the market prices of equity securities and that have often been unrelated to the operating performance,underlying asset values or business prospects. Accordingly, the market price of the Common Shares may decline evenif Crown’s operating results, underlying asset values or business prospects have not changed. There can be noassurance that continuing fluctuations in share price and volume will not occur, which could have a Material AdverseEffect.

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Future Sales of Common Shares by Existing Shareholders

Sales of a substantial number of Common Shares in the public market could occur at any time. These sales, or themarket perception that the holders of a large number of Common Shares intend to sell Common Shares, could reducethe market price of the Common Shares. If this occurs and continues, it could impair Crown’s ability to raise additionalcapital through the sale of securities.

While Crown’s existing shareholders have agreed not to sell their Common shares for one year following Closingand the Rollover LPs have agreed to not sell their Common Shares for a period of six months following Closing, therecan be no assurance that following such lock-up period some or all such individuals will not sell all or a substantialportion of their Common Shares.

Inaccurate or Unfavourable Research

The trading market for Common Shares, if any, relies in part on the research and reports that securities analystsand other third parties choose to publish about Crown. Crown does not control these analysts or other third parties andit is possible that no analysts or third parties will cover Crown. The price of the Common Shares could decline if one ormore securities analysts downgrade Crown or if one or more securities analysts or other third parties publish inaccurateor unfavourable research about Crown or cease publishing reports about Crown.

Public Company Financial Reporting and other Regulatory Obligations

As a public entity, Crown will be subject to the reporting requirements and related rules and regulations of theCanadian Securities Administrators, as well as the rules of the relevant securities exchange. These requirements mayplace a strain on our systems and resources. In order to establish effective disclosure controls and procedures andinternal control over financial reporting, as required under applicable securities law, significant resources andmanagement oversight will be required. Crown will be required to implement additional procedures and processes inorder to meet its obligations as a public company. Crown expects to incur significant additional annual costs related toits public company status including but not limited to filing fees, fees related to its reporting requirements, legal andadministrative costs, and increased audit fees.

Investment Company Act

Crown, were it to publicly offer the Common Shares in the United States, likely would be considered aninvestment company subject to registration and regulation under the Investment Company Act of 1940, as amended (the“Investment Company Act”). Crown has taken various steps so as to qualify for an exemption from registrationpursuant to Section 3(c)(7) of the Investment Company Act. So long as Crown continues to be so exempt, the investorprotections under the Investment Company Act will not apply to Crown. If that exemption were not available, Crowncould be required to significantly restructure or restrict its activities.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Corporation has agreed to issue and sell, and the Underwriters willhave severally agreed to purchase, as principals, on the Closing Date or such other date as may be agreed upon by theCorporation and the Underwriters, but not later than a date that is 42 days after the date of the receipt for the finalprospectus, 5,910,000 Offered Shares at the Offering Price for a total consideration of $65,010,000, subject tocompliance with all of the applicable legal requirements and to the terms and conditions contained in the UnderwritingAgreement.

The obligations of the Underwriters under the Underwriting Agreement are several and not joint. TheUnderwriters are, however, severally obligated to take up and pay for all of the Offered Shares if any of the OfferedShares are purchased under the Underwriting Agreement. The Underwriters are not required to take up or pay forCommon Shares covered by the Over-Allotment Option described below. The obligations of the Underwriters underthe Underwriting Agreement are conditional and may be terminated upon the occurrence of certain stated events. TheCorporation has agreed to indemnify the Underwriters, their directors, executive officers, employees and agents,against certain liabilities, including civil liabilities under applicable securities legislation or will contribute to paymentsthe Underwriters may be required to make in respect thereof.

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The Offering is being made in each of the provinces of Canada (the “Offering Jurisdictions”). Offered Shareswill be offered in each of the Offering Jurisdictions through those Underwriters or their affiliates who are registered tooffer Offered Shares in such provinces and such other registered dealers as may be designated by the Underwriters.Subject to applicable law and the provisions of the Underwriting Agreement, the Underwriters may offer the OfferedShares outside of Canada. There is currently no market through which Common Shares may be sold and prospectivepurchasers may not be able to resell Common Shares purchased under the final prospectus. The Toronto StockExchange (“TSX”) has conditionally approved the listing of the Common Shares under the symbol “CRN”. Subject tothe fulfillment by Crown of all the initial requirements and conditions of the TSX on or before September 15, 2015.

The Offering Price and other terms of the Offering were determined by negotiation among the Corporation and theLead Underwriters. The Corporation has agreed to pay the Underwriters, in consideration for the services provided inconnection with the Offering, an Underwriting Fee of $0.58 per Offered Share.

Subscriptions for Offered Shares will be received subject to rejection or allotment, in whole or in part, and theUnderwriters reserve the right to close the subscription books at any time without notice. Closing is expected to occuron the Closing Date, or such other date as the Corporation and the Underwriters may agree, but in any event no laterthan the date that is 42 days after the date of the receipt for this prospectus.

Offered Shares will be delivered electronically through the NCI system of CDS. On the Closing Date, theCorporation, via its transfer agent, will electronically deliver the Offered Shares registered to CDS or its nominee.Transfers of ownership of Offered Shares in Canada must be effected through a CDS participant, which includessecurities brokers and dealers, banks and trust companies. All rights of shareholders who hold Offered Shares in CDSmust be exercised through, and all payments or other property to which such shareholders are entitled, will be made ordelivered by CDS or the CDS participant through which the shareholder holds such Offered Shares. A holder of anOffered Share participating in the NCI system will not be entitled to a certificate or other instrument from theCorporation or the Corporation’s transfer agent evidencing that person’s interest in or ownership of Offered Shares,nor, to the extent applicable, will such holder be shown on the records maintained by CDS, except through an agentwho is a CDS participant. The ability of a beneficial owner of Offered Shares to pledge such Offered Shares orotherwise take action with respect to such owner’s interest in such Offered Shares (other than through a CDSparticipant) may be limited due to the lack of a physical certificate.

The Offered Shares offered hereby have not been, and will not be, registered under the U.S. Securities Act or thesecurities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in theUnited States except pursuant to an exemption from the registration requirements of the U.S. Securities Act andapplicable state securities laws. Accordingly, each Underwriter has agreed that it will not offer or sell Offered Shareswithin the United States except in transactions exempt from the registration requirements of the U.S. Securities Act andapplicable state securities laws. The Underwriting Agreement provides that the Underwriters, acting through theirrespective U.S. registered broker-dealer affiliates, may re-offer and re-sell the Offered Shares that they have acquiredpursuant to the Underwriting Agreement in the United States, to “qualified institutional buyers” (as defined in Rule144A under the U.S. Securities Act) that also qualify as “qualified purchasers” under the Investment Company Act inaccordance with Rule 144A under the U.S. Securities Act and in compliance with similar exemptions under applicablestate securities laws. The Underwriting Agreement also provides that the Underwriters may offer and sell the OfferedShares outside the United States in accordance with Regulation S under the U.S. Securities Act. The Offered Sharesthat are sold in the United States will be restricted securities within the meaning of Rule 144 under the U.S. SecuritiesAct. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Offered Shares withinthe United States by any dealer (whether or not participating in the Offering) may violate the registration requirementsof the U.S. Securities Act, unless such offer is made pursuant to an exemption from registration under the U.S.Securities Act.

Over-Allotment Option

The Corporation has granted the Underwriters the Over-Allotment Option, exercisable in whole or in part at any timeand from time to time, for a period of 30 days following Closing, to purchase up to an additional 886,500 Common Shares(representing approximately 15% of the Offered Shares offered pursuant to the Offering) solely to cover over-allotments,

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if any, and for market stabilization purposes. The underwriting fee for the Option Shares (as defined below) will be equalto 6% of the gross proceeds from the sale of the Option Shares or $0.66 per Option Share. If the Over-Allotment Option isexercised in full, the total price to the public, the Underwriting Fee and the net proceeds to the Corporation will beapproximately $74.8 million, $4.0 million (based on an Underwriting Fee of $0.59 per Offered Share and Option Share),and $69.5 million, respectively. This prospectus qualifies the grant of the Over-Allotment Option and the distribution ofCommon Shares upon exercise of the Over-Allotment Option. A purchaser who acquires Common Shares forming part ofthe Underwriters’ over-allocation position acquires those Common Shares under this prospectus, regardless of whether theover-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary marketpurchases.

Price Stabilization, Short Positions and Passive Market Making

In connection with the Offering, the Underwriters may over-allocate or effect transactions which stabilize,maintain or otherwise affect the market price of Common Shares at levels other than those which otherwise mightprevail on the open market, including: stabilizing transactions; short sales; purchases to cover positions created byshort sales; imposition of penalty bids; and syndicate covering transactions.

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline inthe market price of Common Shares while the Offering is in progress. These transactions may also include makingshort sales of Common Shares, which involve the sale by the Underwriters of a greater number of Common Sharesthan they are required to purchase in the Offering. Short sales may be “covered short sales”, which are short positionsin an amount not greater than the Over-Allotment Option, or may be “naked short sales”, which are short positions inexcess of that amount.

The Underwriters may close out any covered short position either by exercising the Over-Allotment Option, inwhole or in part, or by purchasing Common Shares in the open market. In making this determination, the Underwriterswill consider, among other things, the price of Common Shares available for purchase in the open market comparedwith the price at which they may purchase Common Shares through the Over-Allotment Option. The Underwritersmust close out any naked short position by purchasing Common Shares in the open market. A naked short position ismore likely to be created if the Underwriters are concerned that there may be downward pressure on the price ofCommon Shares in the open market that could adversely affect purchasers who purchased in the Offering.

In addition, in accordance with rules and policy statements of certain Canadian securities regulators, theUnderwriters may not, at any time during the period of distribution, bid for, or purchase, Offered Shares. The foregoingrestriction is, however, subject to exceptions where the bid or purchase is not made for the purpose of creating actual orapparent active trading in, or raising the price of, Common Shares. These exceptions include a bid or purchasepermitted under the by-laws and rules of applicable regulatory authorities and the applicable securities exchange,including the Universal Market Integrity Rules for Canadian Marketplaces, relating to market stabilization and passivemarket making activities and a bid or purchase made for and on behalf of a customer where the order was not solicitedduring the period of distribution.

As a result of these activities, the Underwriters may effect transactions which stabilize or maintain the marketprice for the Common Shares, and the price of Common Shares maybe higher than the price that otherwise might existin the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. TheUnderwriters may carry out these transactions on any stock exchange on which Common Shares are listed, in the over-the-counter market, or otherwise.

The Underwriters propose to offer Offered Shares initially at the Offering Price specified on the cover page of thisprospectus. After the Underwriters have made their reasonable efforts to sell all of the Offered Shares at the pricespecified on the cover page, the Offering Price may be decreased and may be further changed from time to time to anamount not greater than that set out on the cover page, and the compensation realized by the Underwriters will bedecreased by the amount that the aggregate price paid by prospective purchasers for Offered Shares is less than thegross price paid by the Underwriters to the Corporation. Any such reduction in price will not affect the proceedsreceived by the Corporation.

Restrictions on the Sales of Common Shares

Pursuant to the Underwriting Agreement, the Corporation has agreed that without the prior written consent of theLead Underwriters, it will not, during the period ending 180 days after the Closing Date: (i) offer, sell, issue, contract

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to sell, pledge or otherwise dispose of, directly or indirectly, any Common Shares, rights to purchase Common Sharesor any securities convertible into or exercisable or exchangeable for Common Shares; (ii) enter into any swap, hedge orany other agreement that transfers, in whole or in part, the economic consequences of ownership of Common Shares;or (iii) agree or announce any intention to do any of the foregoing, other than Common Shares issuable under the Over-Allotment Option or under equity compensation plans of the Corporation outstanding at Closing; regardless of whetherany such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares, or othersecurities or interests, in cash or otherwise.

Lock-Up Agreements

Existing shareholders of Crown have entered into Lock-Up Agreements pursuant to which the existingshareholders will not trade the Common Shares held for a period of one year following the Closing Date. Rollover LPsholding in aggregate approximately 33.9%, of the issued and outstanding Common Shares as of the date hereof andassuming completion of the Rollover Transaction and the Offering, have entered into agreements with the Underwriterspursuant to which such parties have agreed not to trade Common Shares acquired pursuant to the Rollover Transactionor otherwise, for a period of six months following the Closing Date, subject to certain exceptions. The LeadUnderwriters have the ability to waive certain provisions of these lock-up agreements in their discretion. See“Escrowed Securities and Securities Subject to Contractual Restriction on Transfer”.

Relationship Between Crown and a Certain Underwriter

A minority shareholder of AltaCorp Capital Inc. is expected to be a lender to Crown under the LOC shortly afterthe completion of the Offering. Consequently, Crown may be considered to be a “connected issuer” to AltaCorpCapital Inc. for the purposes of Canadian securities legislation in certain jurisdictions.

The decision to sell the Offered Shares pursuant to the Offering was made by Crown and the determination of theterms of the Offering, including the Offering Price, has been determined by negotiation between Crown and theUnderwriters. The proposed lender did not have any involvement in such decision or determination; however, theproposed lender has been advised of the Offering and the terms thereof. As a consequence of the Offering, each of theUnderwriters will receive their respective share of the Underwriting Fee payable by Crown to the Underwriters.

ELIGIBILITY FOR INVESTMENT

In the opinion of Torys LLP, counsel to the Corporation, and Stikeman Elliott LLP, counsel to the Underwriters,as of the date hereof and based on the current provisions of the Income Tax Act (Canada) (the “Tax Act”), providedthat the Offered Shares are listed on a designated stock exchange (which currently includes the TSX) or theCorporation is a public corporation, the Offered Shares, if issued on the date hereof, would be “qualified investments”,as defined in the Tax Act, for a trust governed by a registered retirement savings plan (“RRSP”), a registeredretirement income fund (“RRIF”), a deferred profit sharing plan, a registered education savings plan, a tax-free savingsaccount (“TFSA”), or a registered disability savings plan (collectively, “Registered Plans”).

Notwithstanding the foregoing, a holder of a TFSA or annuitant under a RRSP or RRIF, as applicable, will besubject to a penalty tax in respect of Offered Shares held in the TFSA, RRSP or RRIF, as applicable, if such OfferedShares are “prohibited investments” under the Tax Act for such Registered Plans. The Offered Shares generally willnot be “prohibited investments” unless the holder or annuitant, as the case may be: (i) does not deal at arm’s lengthwith the Corporation for purposes of the Tax Act; or (ii) has a “significant interest” as defined in the Tax Act in theCorporation. In addition, the Offered Shares will not be a “prohibited investment” if such shares are “excludedproperty”. Holders of TFSAs and annuitants of RRSPs or RRIFs should consult with their own advisors in this regard.

MATERIAL CONTRACTS

The following material contracts and documents (the “Material Contracts”) can reasonably be regarded asmaterial to purchasers of Common Shares:

(a) Rollover Agreements; and

(b) Underwriting Agreement.

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Copies of the Material Contracts may, following the filing of the final prospectus, be inspected at the head andregistered office of Crown located at 888 3rd Street S.W., 10th floor, West Tower, Calgary, Alberta T2P 5C5, duringnormal business hours during the period of distribution of Offered Shares offered hereunder, or they are available atwww.sedar.com.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Corporation is not aware of any legal proceedings or regulatory actions outstanding, threatened or pending asof the date hereof by or against the Corporation which would be material to the Corporation’s consolidated financialcondition or results of operations.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The independent auditors of the Corporation are KPMG LLP, at its offices located at Calgary, Alberta. KPMGLLP have confirmed that they are independent within the meaning of the relevant rules and related interpretationsprescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

The Corporation will retain TMX Equity Transfer Services Inc. in Calgary, Alberta to act as registrar and transferagent for the Common Shares.

EXPERTS

There is no person or company whose profession or business gives authority to a report, valuation, statement oropinion made by such person or company and who is named as having prepared or certified a report, valuation,statement or opinion in this prospectus, other than KPMG LLP, Torys LLP and Stikeman Elliott LLP (collectively, the“Experts”).

There were no registered or beneficial interests, direct or indirect, in any securities or other property of Crown orof one of its associates or affiliates: (i) held by an Expert, when such Expert prepared the report, valuation, statement oropinion referred to herein as having been prepared by such Expert; (ii) received by an Expert, after the time specifiedabove; or (iii) to be received by an Expert; except in each case for the ownership of Common Shares, which in respectof each Expert, as a group, has at all relevant times represented less than 1% of the outstanding Common Shares. Inaddition, none of the Experts, and no director, executive officer or employee of any of the Experts, is or is expected tobe elected, appointed or employed as a director, executive officer or employee of Crown or of any associate or affiliateof Crown.

PURCHASERS’ STATUTORY RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from anagreement to purchase securities within two business days after receipt, or deemed receipt, of a prospectus and anyamendment. In several of the provinces, securities legislation further provides a purchaser with remedies of rescissionor, in some jurisdictions, damages where the prospectus and any amendment contains a misrepresentation or is notdelivered to the purchaser, provided that such remedies for rescission or damages are exercised by the purchaser withinthe time limit prescribed by the securities legislation of the purchaser’s province. Purchasers should refer to anyapplicable provisions of the securities legislation of their province for the particulars of these rights or consult with alegal advisor.

EXEMPTIONS FROM INSTRUMENT

The Corporation has received an exemption from Section 4.2 of National Instrument 41-101 – General ProspectusRequirements to allow the audited annual financial statements of NCOF II for the third most recently completed year tobe presented as prepared in accordance with Part V of the CPA of Canada Handbook (previous Canadian GAAP).

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APPENDIX AGLOSSARY OF TERMS

In this prospectus, unless otherwise indicated or the context otherwise requires, the following terms shall have themeaning set forth below:

“APBP” means the asset performance bonus pool.

“Aggregate Loan Amount” means all actual gross cash outflows made in respect of a loan.

“Alternative Credit Industry” means the business of lending from sources other than commercial banks orequity transactions.

“Assets Under Management” means, as at any date, the fair value of the loans and bonus features, includingsecurities, within the Crown Capital Funds.

“Audit & Risk Committee” means the audit & risk committee of the Board.

“Audit & Risk Committee Charter” means the charter of the Audit & Risk Committee, a copy of which isattached as Appendix C.

“Board” means the board of directors of the Corporation.

“Board Mandate” means the mandate of the Board, a copy of which is attached as Appendix B.

“CBCA” means the Canada Business Corporations Act.

“CCGC” means the compensation and corporate governance committee of the Board.

“CCIP, LP” means Crown Capital Investment Partners, LP.

“CDS” has the meaning set out on the cover page.

“CEO” means the Chief Executive Officer of the Corporation.

“CFO” means the Chief Financial Officer of the Corporation.

“Chairman” means the Chairman of the Board.

“Closing Date” has the meaning set out on the cover page.

“Closing” has the meaning set out on the cover page.

“Code of Conduct” has the meaning set out under the heading “Audit Committee and Corporate Governance –Code of Conduct and Ethics”.

“Committed Capital” means, at any particular time, the aggregate amount of the subscription price of all units ofa limited partnership that are issued and remain outstanding at that time and with respect to any individual limitedpartner, means the aggregate amount of the subscription price of all limited partnership units issued andoutstanding at that time to such individual limited partner, as may be adjusted in accordance with the provisions ofthe relevant limited partnership agreement.

“Common Shares” has the meaning set out on the cover page.

“Contributed Capital” means at any particular time, that amount of Committed Capital that has actually beencontributed by limited partners by payment to the capital of the relevant limited partnership on account of all ofthe outstanding limited partnership units of the relevant partnership at that time and, in respect of any individuallimited partner, means the Contributed Capital on account of all of the outstanding limited partnership units heldby such individual limited partner at that time.

“Crown” or the “Corporation” means Crown Capital Partners Inc.

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“Crown Capital Funds” means, collectively, Crown Capital Fund I, Crown Capital Fund II, Crown CapitalFund III and any capital pool to be raised following closing and managed by Crown, including Crown CapitalFund IV and “Crown Capital Fund” means any one of them.

“Crown Capital Fund I” means the $60 million dollar capital pool allocated by Crown Life to Crown to invest inalternative investments.

“Crown Capital Fund II” means the target capital pool of US$150 million of which CCIP, LP served as one ofthe investment entities.

“Crown Capital Fund III” means the $171 million capital pool raised from the NCOF Funds.

“Crown Capital Fund IV” means the Special Situations Financing capital pool currently being raised with atargeted capital pool of $300 million.

“Crown Financial Statements” means the audited annual consolidated financial statements of Crown as atDecember 31, 2014, 2013 and 2012 and for each of the years ended December 31, 2014, 2013 and 2012, and therelated notes attached thereto and the unaudited interim consolidated financial statements of Crown as at and forthe three months ended March 31, 2015, and the related notes attached thereto.

“Crown GP” means Norrep Credit Opportunities Fund Inc.

“Current Ratio” means a ratio measuring the ability of a financing client to pay off its short-term liabilities withcurrent assets.

“Debt/EBITDA” means the ratio of a financing client’s debt to EBITDA.

“EBITDA” means earnings before interest, taxes, depreciation and amortization.

“forward-looking statement” has the meaning set out under the heading “Cautionary Note Regarding Forward-Looking Statements”.

“Gross IRR” means the gross internal rate of return generated from a loan before consideration of managementfees and expenses and is calculated based on a loan’s Realized Amounts and Unrealized Amounts (cashdistributions) and actual cash outflows made in respect of a loan, with timing based on when such distributionsoccurred or are likely to occur. It is then calculated by determining the discount rate that will bring all cashdistributions (realized and unrealized) to a net present value of zero.

“Hybrid Business Model” has the meaning given under the heading “Summary – Corporation Overview”.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting StandardsBoard.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“Lead Underwriters” has the meaning set out on the cover page.

“Loan-To-Value” means the ratio of a loan to the value of an asset purchased.

“LOC” means line of credit.

“Lock-Up Agreements” means the lock-up agreements entered into between the Corporation and the RolloverLPs and the Corporation and the existing shareholders, as applicable.

“Long-term Financing” has the meaning set out under the heading “Summary – Corporation Overview”.

“Management Fees” has the meaning set out under the heading “Hybrid Business Structure – Revenue Streams”.

“Material Adverse Effect” has the meaning set out under the heading “Risk Factors”.

“MD&A” means management’s discussion and analysis.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in SpecialTransactions.

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“Multiple” means Total Combined Proceeds divided by the Aggregate Loan Amount .

“NAV” means, as at any date, the net asset value of a fund.

“NAV Date” has the meaning set out under the heading “Summary – Rollover Transaction”.

“NCI” means non-certificated inventory.

“NCOF” means Norrep Credit Opportunities Fund, LP.

“NCOF II” means Norrep Credit Opportunities Fund II, LP.

“NCOF II (parallel)” means Norrep Credit Opportunities Fund II (parallel), LP.

“NCOF II Financial Statements” means audited annual financial statements of NCOF II as at December 31,2014, 2013 and 2012 and for the years ended December 31, 2014, 2013 and 2012 and the related notes attachedthereto and the unaudited interim consolidated financial statements of NCOF II as at and for the three monthsended March 31, 2015, and the related notes attached thereto.

“NCOF Funds” means NCOF, NCOF II, and NCOF II (parallel).

“NEO” or “Named Executive Officer” has the meaning set out under the heading “Executive Officers andDirectors Compensation”.

“NI 31-103” means National Instrument 31-103 – Registration Requirements Exemptions and Ongoing RegistrantObligations.

“NI 41-101” means National Instrument 41-101 – General Prospectus Requirements.

“NI 52-110” means National Instrument 52-110 – Audit Committees.

“NI 58-101” means National Instrument 58-101 – Disclosure of Corporate Governance Practices.

“Norrep” means Norrep Investment Management Group Inc. (formerly Norrep Inc.).

“Norrep Capital” means Norrep Capital Management Ltd. (formerly Hesperian Capital Management Inc.).

“Offered Shares” has the meaning set out on the cover page.

“Offering” has the meaning set out on the cover page.

“Offering Jurisdictions” has the meaning set out under the heading “Plan of Distribution”.

“Offering Price” has the meaning set out on the cover page.

“Omnibus Equity Incentive Plan” means the omnibus equity incentive plan governing PSU, RSU and stockoption awards expected to be adopted by the Corporation prior to Closing.

“Option Shares” has the meaning set out on the cover page.

“Order” has the meaning set out under the heading “Executive Officers and Directors – Corporate Cease TradeOrders and Bankruptcies”.

“OSFI” means the Office of the Superintendent of Financial Institutions.

“Over-Allotment Option” has the meaning set out on the cover page.

“Performance Fees” has the meaning set out under the heading “Hybrid Business Structure – Revenue Streams”.

“PIK” means payment in kind.

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“Pre-Closing Transactions” means the issuance of 20 (pre-Stock Split) Common Shares from treasury to certainmembers of management on May 20, 2015 and the Rollover Transaction.

“PSU” means a performance share unit of the Corporation.

“Realized Amount” means the actual cash inflows received in respect of a loan.

“Registered Plans” has the meaning set out under “Eligibility for Investment”.

“Rollover Agreements” means the limited partnership unit transfer agreements among the Rollover LPs, theCorporation and the Crown GP pursuant to which the Rollover LPs have agreed to exchange their limitedpartnership units of NCOF II for Common Shares.

“Rollover LPs” means certain limited partners of NCOF II who have agreed to exchange their units of NCOF IIfor Common Shares.

“Rollover Transaction” means the transaction described under the heading “Corporate Structure – RolloverTransaction” pursuant to which the Rollover LPs will exchange their limited partnership units of NCOF II forCommon Shares.

“Rollover Units” means the limited partnership units of NCOF II which are being acquired by Crown in theRollover Transaction.

“RRIF” means a registered retirement income fund.

“RRSP” means a registered retirement savings plan.

“RSU” means a restricted share unit of the Corporation.

“Securities Commissions” means the securities commissions in the Offering Jurisdictions.

“Special Situations Financing” has the meaning set out under the heading “Summary – Corporate Overview”.

“Stock Split” means the stock split effected by the Corporation, on June 30, 2015 pursuant to which every issuedand outstanding Common Share was changed into 3,030 Common Shares.

“Target Cash Yield” means the targeted gross cash returns on a Special Situations Financing or Long-termFinancing structure.

“Target Gross Yield” means the targeted gross returns on a Special Situations Financing or Long-term Financingstructure, including cash and bonus features.

“Tax Act” has the meaning set out under the heading “Eligibility for Investment”.

“Tax Fees” has the meaning set out under the heading “External Auditor Service Fees”.

“TFSA” means a tax free savings account.

“Total Combined Proceeds” means the sum of the Realized Amount and the Unrealized Amount in respect of aloan.

“Transition RSUs” has the meaning set out under the heading “Executive Officers and Directors Compensation –Grant of Transition RSUs”.

“TSX” means the Toronto Stock Exchange.

“U.S. Securities Act” has the meaning set out on the cover page.

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“U.S.” or “United States” means the United States of America, its territories and possessions, any state of theUnited States and the District of Columbia.

“Underwriters” has the meaning set out on the cover page.

“Underwriting Agreement” has the meaning set out on the cover page.

“Underwriting Fee” has the meaning set out on the cover page.

“Unrealized Amount” means the projected cash inflows to be received in respect of a loan based onmanagement’s fair value estimate of a loan and its bonus features, including securities, as calculated by Crown.

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APPENDIX BBOARD MANDATE

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CROWN CAPITAL PARTNERS INC.

MANDATE OF THE BOARD OF DIRECTORS

A. GENERAL

The purpose of this document is to summarize the governance and oversight roles and responsibilities of the boardof directors (the “Board”) of Crown Capital Partners Inc. (the “Corporation”).

B. ROLE

The Board is responsible for supervising the management of the business and affairs of the Corporation. The dayto day management is delegated to the officers of the Corporation. The role of the Board is to focus on governance andstewardship of the business carried on by the Corporation and its subsidiaries as a whole. In broad terms, stewardshipof the Corporation involves the Board in strategic planning, risk management, internal control integrity and externalreporting and compliance. The Board will review strategy, assign responsibility for achievement of that strategy, andmonitor performance against those objectives. In fulfilling this role, the Board will regularly review the strategic plansdeveloped by management so that they continue to be responsive to the changing business environment in which theCorporation and its subsidiaries operate.

C. RESPONSIBILITIES

In fulfilling its role, the Board will:

1. Oversee Stakeholder Communication

Satisfy itself that there is effective communication between the Corporation (both the Board and management) andthe Corporation’s securityholders, other stakeholders and the public, including the establishment of measures for theBoard to receive feedback from stakeholders.

2. Establish Strategic Goals, Performance Objectives and Operational Policies

The Board will adopt a strategic planning process and will review and approve broad strategic corporateobjectives and establish corporate values against which the performance of the Corporation and its subsidiaries will bemeasured. In this regard, the Board will, at least annually:

(a) Approve long-term strategies which take into account, among other things, the opportunities and risks of theCorporation’s business.

(b) Review and approve strategic and operational policies and budgets developed by management and withinwhich management of the Corporation and its subsidiaries will operate so that they are consistent with long-term goals.

(c) Set targets against which to measure corporate and executive performance of the Corporation and itssubsidiaries.

(d) Satisfy itself that a portion of executive compensation is linked appropriately to the Corporation’sperformance.

3. Delegate Management Authority

(a) Appoint or remove the Chief Executive Officer (“CEO”) and such other officers as it determines to beappropriate and approve their compensation, with the assistance of the Compensation and CorporateGovernance Committee (the “CCG Committee”).

(b) Satisfy itself that a process is in place with respect to the appointment, development, evaluation andsuccession of senior management of the Corporation and its subsidiaries.

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(c) Delegate to the CEO and such other officers as it determines appropriate the authority to manage the businessof the Corporation and to make decisions regarding the ordinary course of business and operations.

(d) Establish limits of the authority delegated to management.

(e) Satisfy itself as to the integrity of the CEO and other executive officers of the Corporation and itssubsidiaries and that such individuals create a culture of integrity throughout the Corporation and itssubsidiaries.

4. Monitor Risk, Compliance and Corporate Performance

(a) Identify, understand and assess the principal risks of the businesses in which the Corporation and itssubsidiaries as a whole are engaged.

(b) Monitor performance of the Corporation and its subsidiaries against both short-term and long-term strategicplans and annual performance targets, monitor compliance with significant policies and procedures by whichthe Corporation is operated and monitor the effectiveness of risk management practices.

(c) Verify that the Corporation has implemented and maintains adequate internal controls and managementinformation systems which ensure the effective discharge of the Board’s oversight responsibilities, includingthe Corporation’s compliance with legal and regulatory requirements related to financial and othercontinuous disclosure reporting.

(d) Set the ethical tone for the Corporation and management so as to foster ethical and responsible decision-making by management of the Corporation, and ensure that the Corporation establishes a code of conductand an integrity program for the reporting of inappropriate activity.

5. Develop Board Processes

(a) Develop procedures relating to the conduct of the Board’s business and the fulfillment of the Board’sresponsibilities.

(b) Develop the Board’s approach to corporate governance through the Corporation’s CCG Committee.

D. QUALIFICATIONS OF DIRECTORS

Directors are expected to have the highest personal and professional ethics and values and be committed toadvancing the best interests of the Corporation. They are also expected to possess skills and competencies in areas thatare relevant to the Corporation’s activities and that enhance the ability of the Board to effectively supervise thebusiness and affairs of the Corporation and its subsidiaries.

A majority of the Board must be independent. Independence shall have the meaning, as the context requires, givento it in National Instrument 52-110 Audit Committees, as may be amended from time to time. The chair of the Board(the “Chair”) is expected to be an independent director but, if the Chair is not independent, then there will be anindependent lead director who assumes the responsibilities of the Chair. The Chair should act as the effective leader ofthe Board and ensure that the Board’s agenda will enable it to successfully carry out its duties.

Each director must have an understanding of the Corporation’s and its subsidiaries’ principal operational andfinancial objectives, plans and strategies, financial position and performance as well as the performance of theCorporation and its subsidiaries relative to their principal competitors. Directors must have sufficient time to carry outtheir duties and not assume responsibilities that would materially interfere with, or be incompatible with, Boardmembership. Directors who experience a significant change in their personal circumstances, including a change in theirprincipal occupation, are expected to advise the chair of the CCG Committee and, if determined appropriate by theBoard on the recommendation of the CCG Committee, resign from the Board.

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E. MAJORITY VOTING POLICY

At meetings of shareholders at which directors are to be elected, shareholders will vote in favour of, or withholdfrom voting for, each nominee separately. If, with respect to any particular nominee, the number of votes withheldexceeds the votes cast in favour of the nominee, then for purposes of this policy the nominee shall be considered not tohave received the support of the shareholders, even though duly elected as a matter of corporate law.

An individual elected as a director who is considered under this policy not to have the support of the shareholdersis expected forthwith to submit to the Chair his or her resignation from the Board. Absent exceptional circumstances,the Board shall accept the resignation. The CCG Committee will consider whether any such circumstances exist andmake a recommendation to the Board as to whether to accept the resignation. A director who has tendered a resignationpursuant to this policy will not participate in any deliberations of the CCG Committee or the Board with respect to hisor her resignation.

Within ninety (90) days of receiving a director’s resignation, the Board will make a decision and issue a newsrelease either announcing the resignation of the director or explaining why it has not been accepted. Any resignationwill be effective when accepted by the Board.

Subject to any corporate law restrictions, the Board may: (i) leave the resultant vacancy unfilled until the nextannual meeting of shareholders, (ii) fill the vacancy through the appointment of a new director who merits theconfidence of the shareholders, or (iii) call a special meeting of shareholders to fill the vacant position.

This majority voting policy does not apply to contested elections in which the number of director nominees forelection is greater than the number of director positions on the Board. In contested elections, the directors shall beelected by the vote of a plurality of the votes cast.

F. TERM AND AGE LIMITS

Directors will be elected at the annual meeting of the Corporation’s shareholders each year and shall serve until nolonger than the close of the next annual meeting of shareholders, subject to re-election thereat. Additional directorsmay be added by the Board between such meetings subject to compliance with the Corporation’s articles andapplicable law.

The Board believes there should be a balance between having experienced directors who have served on the Boardfor an appropriate length of time so as to understand the Corporation, its business environment and the issues facing theCorporation and renewing the Board to ensure new insights are considered to reflect and address changing businessenvironments and strategies. In order to assist in achieving this balance, a director may not be nominated for election orre-election at an annual meeting after the earlier of the following occurs: (i) the director attains the age of 75, and(ii) the director has served a 15-year term on the Board

G. MEETINGS

The Board shall have regularly scheduled meetings at least once in each quarter, with additional meetings heldwhen required. Additional meetings may be called by the Chair, the CEO or any two directors on proper notice. Theindependent directors will hold an in-camera session at each meeting of the Board at which members of managementand non-independent directors shall not be in attendance.

The Chair is primarily responsible for the agenda. Prior to each Board meeting, the Chair will discuss agendaitems for the meeting with the CEO and other members of the Board. Any director may propose the inclusion of itemson the agenda, request the presence of, or a report by any member of senior management of the Corporation or itssubsidiaries, or at any Board meeting raise subjects that are not on the agenda for that meeting. At each meeting of theBoard, the Board will approve by resolution the agenda for such meeting.

Notice of the place, day and time of each Board meeting must be served on each director in accordance with theCorporation’s by-laws. Directors may waive notice of any meeting, and attendance at a meeting without objection isdeemed to be waiver of notice. The notice needs to state the purpose or purposes for which the meeting is being held.

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Management of the Corporation shall ensure that properly prepared agenda materials are circulated to the Boardwith sufficient time for study prior to the meeting.

1. Procedures for Board Meetings

(a) Subject to any applicable by-laws, procedures for Board meetings are determined by the Chair unlessotherwise determined by a resolution of the Board.

(b) Subject to any applicable by-laws, procedures for committee meetings are determined by the committee chairunless otherwise determined by a resolution of the committee or the Board. At each meeting of the Board, thechair of each committee of the board will report on the material matters considered by such committee sincethe previous meeting of the Board.

(c) A quorum for any Board or committee meeting shall be as required by the constating documents of theCorporation or its subsidiary as applicable.

H. BOARD COMMITTEES

The Board may appoint such committees from time to time as it considers appropriate. Each permanent committeeshall have a mandate that is approved by the Board, setting out the responsibilities of, and the extent of the powersdelegated to, such committee by the Board. The Board shall assess the mandates of each committee (considering,among other things, the recommendations of the applicable committee and the CCG Committee) from time to time,and at least annually. The committees currently consist of the Audit & Risk Committee and the CCG Committee.

I. DIRECTORS’ RESPONSIBILITIES

1. Attendance and Participation

(a) Each director is expected to attend all meetings of the Board and any committee of which he or she is amember. A director who is unable to attend a meeting in person may participate by telephone orteleconference. The Board or any committee may also take action from time to time by unanimous writtenconsent.

(b) In advance of each Board or committee meeting, members will receive the proposed agenda and othermaterials necessary for the directors’ understanding of the matters to be considered. Directors are expected tospend the time needed to review the materials in advance of such meetings and to actively participate in suchmeetings.

2. Service on Other Boards and Audit Committees

(a) The Board does not believe that its members should be prohibited from serving on the boards of othercompanies so long as these commitments do not materially interfere and are compatible with their ability tofulfill their duties as a member of the Board. Directors must advise the Chair in advance of accepting aninvitation to serve on the board of another company and, as a general rule, directors are not allowed to join aboard of another company on which two or more other directors of the Corporation serve. In addition,directors cannot be on the board of a direct competitor of the Corporation.

(b) Members of the Audit Committee may not serve on the audit committees of more than two other companieswithout the prior approval of the Board.

3. Access to Independent Advisors

The Board and any committee may at any time retain outside financial, legal or other advisors at the expense ofthe Corporation and shall have the authority to determine the advisors’ fees and other retention terms. Any directormay, subject to the approval of the Chair, retain an outside advisor at the expense of the Corporation.

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J. EVALUATION OF BOARD, DIRECTORS AND COMMITTEES

The CCG Committee, in consultation with the Chair, will ensure that an appropriate system is in place to performan annual evaluation of the effectiveness of the Board as a whole, as well as the committees of the Board andindividual directors to ensure they are fulfilling their respective responsibilities and duties. In connection with theseevaluations, each director will be requested to provide his or her assessment of the effectiveness of the Board and eachcommittee as well as the performance of individual directors. These evaluations should take into account thecompetencies and skills each director is expected to bring to his or her particular role on the Board or on a committee,as well as any other relevant facts.

K. MANAGEMENT

1. Management’s Role

(a) The primary responsibility of management of the Corporation and its subsidiaries is to preserve and enhancelong-term value, ensure the Corporation meets its obligations on an ongoing basis and ensure the Corporationoperates in a reliable and responsible manner. When performance is found to be inadequate, the Board hasthe responsibility to bring about appropriate change.

(b) In managing the Corporation, management should also have regard to the legitimate interests of theCorporation’s other stakeholders, such as the Corporation’s employees, financing clients, creditors and thecommunities in which the Corporation operates.

2. Management’s Relationship to the Board

(a) Senior management of the Corporation and its subsidiaries, primarily through the CEO, reports to and isaccountable to the Board, or the board of such subsidiary which, in turn, is accountable to the Board.

(b) Business plans are developed to ensure the compatibility of securityholder, Board and management views onthe Corporation’s and its subsidiaries’ strategic direction, performance targets and utilization of shareholders’equity. A meeting of the Board is held at least once each year to review the strategic initiatives and thebusiness plan submitted by senior management of the Corporation and its subsidiaries.

3. Board Access to Business Information and Management

(a) Information provided by and access to management is critical to directors’ effectiveness. In addition to thereports presented to the Board at its regular and special meetings, the Board is also kept informed on a timelybasis by management of the Corporation and its subsidiaries with respect to developments and key decisionstaken by management in the execution of the Corporation’s and its subsidiaries’ strategic and business plan.Subject to notifying the Chair and the CEO in advance, directors should have direct access to seniormanagement of the Corporation and its subsidiaries. The directors periodically assess the quality,completeness and timeliness of information provided by management to the Board.

4. Management Performance Review and Rewards

(a) The CCG Committee annually reviews the position description of the CEO and establishes goals andobjectives against which his or her performance is reviewed, with his or her compensation being assessedagainst these agreed goals and objectives. Similar reviews and assessments are undertaken for other membersof senior management in consultation with the CEO.

(b) The compensation plans of the Corporation and its subsidiaries are based on maintaining a direct linkbetween management rewards and the achievement of agreed goals and objectives while ensuring that suchplans do not induce inappropriate risk-taking.

L. COMMUNICATION AND DISCLOSURE POLICIES

The Corporation has adopted a Disclosure and Insider Trading Policy which summarizes its policies and practicesregarding disclosure of material information to investors, analysts and the media. The purpose of this policy is toensure that the Corporation’s communications with the investment community are timely, consistent and in compliancewith all applicable securities legislation. This Disclosure and Insider Trading Policy is reviewed annually by the Boardand will be available on the Corporation’s website.

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The Corporation endeavors to keep its securityholders informed of its progress through an annual report, annualinformation form, quarterly interim reports and periodic news releases. It also maintains a website that providessummary information about the Corporation and ready access to its published reports, news releases, statutory filingsand supplementary information provided to analysts and investors. Directors and management meet with theCorporation’s securityholders at the annual meeting and are available to receive feedback and respond to questions atthat time.

M. CODE OF BUSINESS CONDUCT AND ETHICS

The Board expects all directors, officers and employees of the Corporation and its subsidiaries to conductthemselves in accordance with the highest ethical standards and to adhere to the Corporation’s Code of BusinessConduct and Ethics. Waivers of the Code of Business Conduct and Ethics will only be granted in exceptionalcircumstances where the waiver would not be inconsistent with the spirit of the Code of Business Conduct and Ethicsand following consultation with legal counsel. Any waiver of the Code of Business Conduct and Ethics for officers ordirectors may only be made by the Board or the CCG Committee and will be disclosed to securityholders by theCorporation to the extent required by law, regulation or stock exchange requirement. Employees, other than officers,may seek waivers from the CEO and any such waivers will be promptly reported to the Board.

N. PROHIBITION ON PERSONAL LOANS

The Corporation will not, either directly or indirectly, including through its subsidiaries, extend or maintain credit,arrange for the extension of credit, or renew an extension of credit, in the form of a personal loan to or for any directoror executive officer.

O. ORIENTATION AND CONTINUING EDUCATION OF DIRECTORS

The Corporation is best served by a board of directors comprised of individuals who are well versed in modernprinciples of corporate governance and other subject matters relevant to Board service and who thoroughlycomprehend the role and responsibilities of an effective Board in the oversight and management of the Corporation andits subsidiaries. The CCG Committee, with the assistance of the CEO, will develop an orientation and continuingeducation program for all directors of the Corporation. The details of the orientation program will be tailored to theneeds and areas of expertise of individual directors and will focus on providing new directors with (i) informationabout the duties and obligations of directors, (ii) information about the Corporation’s business and operations, (iii) theexpectations of directors, (iv) opportunities to meet with management, and (v) access to documents from recent Boardmeetings. The continuing education program for directors will ensure that directors are kept informed as to mattersimpacting, or which may impact, the Corporation’s operations, including through reports and presentations by internaland external presenters at meetings of the Board and during periodic strategy sessions held by the Board.

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APPENDIX CAUDIT & RISK COMMITTEE CHARTER

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AUDIT & RISK COMMITTEE CHARTER

A. RESPONSIBILITY

The Audit & Risk Committee (the “Committee”) is responsible for assisting the board of directors (the “Board”)of Crown Capital Partners Inc. (the “Corporation”) in fulfilling its oversight responsibilities in relation to:

(a) the integrity of the Corporation’s financial statements and certain disclosure documents provided bythe Corporation to its shareholders, the public and others;

(b) the Corporation’s compliance with legal and regulatory requirements related to financial reporting;

(c) the qualifications, independence and performance of the Corporation’s external auditor (the“Auditor”);

(d) the design, implementation and maintenance of internal controls and disclosure controls;

(e) the identification and assessment of risks and the monitoring of the effectiveness of risk managementpractices; and

(f) performing the additional duties set out in this Charter or otherwise delegated to the Committee by theBoard.

Although the Audit Committee has the powers and responsibilities set forth in this mandate, the role of the AuditCommittee is oversight. It is not the duty of the Audit Committee to conduct audits or to determine that theCorporation’s financial statements are complete, accurate and in accordance with International Financial ReportingStandards. The Auditor is responsible for planning and carrying out, in accordance with professional standards, anaudit of the Corporation’s annual financial statements and reviewing the Corporation’s quarterly financial information.Management of the Corporation is responsible for the preparation, presentation and integrity of the financial statementsand for maintaining appropriate accounting and financial reporting principles, policies and internal controls andprocedures designed to ensure compliance with accounting standards and applicable laws and regulations

B. MEMBERS

The Board must appoint a minimum of three directors to be members of the Committee. The members of theCommittee will be selected by the Board on the recommendation of the Compensation and Corporate GovernanceCommittee (the “CCG Committee”).

All of the members of the Committee will be “independent directors” (“Independent Directors”) as defined inNational Instrument 52-110 – Committees, as amended from time to time (“NI 52-110”). In addition, every member ofthe Committee will be “financially literate” as defined in NI 52-110.

C. CHAIRPERSON

Each year, the Board will on the recommendation of the CCG Committee appoint one member to be chairperson(the “Committee Chair”). If, in any year, the Board does not appoint a Committee Chair, the incumbent CommitteeChair will continue in office until a successor is appointed.

D. DUTIES

The Committee is responsible for performing the duties set out below as well as any other duties that areotherwise required by law or delegated to the Committee by the Board.

1. Appointment and Review of the External Auditor

The Auditor is ultimately accountable to the Committee and reports directly to the Committee. Accordingly, theCommittee will evaluate and be responsible for the Corporation’s relationship with the Auditor and will ensure an openand transparent relationship between the Auditor and the Committee. Specifically, the Committee will:

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(a) select, evaluate and recommend to the Board the Auditor to be proposed for appointment or reappointment,as the case may be, by the shareholders;

(b) review and approve the Auditor’s engagement letter;

(c) review the independence, experience, qualifications and performance of the Auditor, including theengagement and lead partners, in recommending its appointment or reappointment, including consideringwhether the Auditor’s provision of any permitted non-audit services is compatible with maintaining itsindependence;

(d) resolve any disagreements between senior management and the Auditor regarding financial reporting;

(e) at least annually, obtain and review a report by the Auditor describing:

(i) the Auditor’s internal quality-control procedures, including with regard to safeguarding confidentialinformation;

(ii) any material issues raised by the most recent internal quality control review, or peer review, of theAuditor, or review by any independent oversight body, such as the Canadian Public AccountabilityBoard, or governmental or professional authorities within the preceding five years respecting one ormore independent audits carried out by the Auditor, and the steps taken to deal with any issues raised inany such review; and

(f) where appropriate, recommend to the Board termination of the Auditor.

2. Confirmation of the Auditor’s Independence

At least annually, and before the Auditor issues its report on the annual financial statements, the Committee will:

(a) review a formal written statement from the Auditor describing all of its relationships with the Corporation;

(b) discuss with the Auditor any relationships or services that may affect its objectivity and independence;

(c) obtain written confirmation from the Auditor that it is objective within the meaning of the Rules ofProfessional Conduct/Code of Ethics adopted by the provincial institute or order of Chartered ProfessionalAccountants to which it belongs and is an independent public accountant within the meaning of theIndependence Standards of the Canadian Institute of Chartered Professional Accountants; and

(d) confirm that the Auditor has complied with applicable rules, if any, with respect to the rotation of certainmembers of the audit engagement team.

3. Pre-Approval of Non-Audit Services

The Committee will pre-approve the appointment of the Auditor for any non-audit service to be provided to theCorporation. Before the appointment of the Auditor for any non-audit service, the Committee will consider thecompatibility of the service with the Auditor’s independence. The Committee may pre-approve the appointment of theAuditor for any non-audit services by adopting specific policies and procedures, from time to time, for the engagementof the Auditor for non-audit services. Such policies and procedures will be detailed as to the particular service, and theCommittee must be informed of each service, and the procedures may not include delegation of the Committee’sresponsibilities to management. In addition, the Committee may delegate to one or more members the authority to pre-approve the appointment of the Auditor for any non-audit service to the extent permitted by applicable law providedthat any pre-approvals granted pursuant to such delegation shall be reported to the full Committee at its next scheduledmeeting.

4. Communications with the Auditor

The Committee has the authority to communicate directly with the Auditor and will meet privately with theAuditor periodically to discuss any items of concern to the Committee or the Auditor, such as:

(a) the scope, planning and staffing of the audit;

(b) the Auditor’s materiality threshold for the audit;

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(c) the assessment by the Auditor of significant audit risk;

(d) any material written communications between the Auditor and senior management, such as any managementletter or schedule of unadjusted differences;

(e) whether or not the Auditor is satisfied with the quality and effectiveness of financial recording proceduresand systems;

(f) the extent to which the Auditor is satisfied with the nature and scope of its examination;

(g) whether or not the Auditor has received the full co-operation of senior management and other employees ofthe Corporation;

(h) the Auditor’s opinion of the competence and performance of the Chief Financial Officer (the “CFO”) andother key financial personnel;

(i) the items required to be communicated to the Committee under the Canadian authoritative guidance;

(j) critical accounting policies and practices to be used by the Corporation;

(k) alternative treatments of financial information within generally accepted accounting principles (“GAAP”)that have been discussed with senior management, ramifications of the use of such alternative disclosures andtreatments, and the treatment preferred by the Auditor;

(l) any difficulties encountered in the course of the audit work, any restrictions imposed on the scope ofactivities or access to requested information, any significant disagreements with senior management and theirresponse; and

(m) any illegal act that may have occurred and the discovery of which is required to be disclosed to theCommittee.

5. Review of the Audit Plan

The Committee will discuss with the Auditor the nature of an audit and the responsibility assumed by the Auditorwhen conducting an audit under generally accepted auditing standards. The Committee will review a summary of theAuditor’s audit plan for each audit and any significant changes to the audit plan.

6. Review of Audit Fees

The Committee will determine the Auditor’s fee and the terms of the Auditor’s engagement. In determining theAuditor’s fee, the Committee should consider, among other things, the number and nature of reports to be issued by theAuditor, the quality of the internal controls of the Corporation, the size, complexity and financial condition of theCorporation and the extent of support to be provided to the Auditor by the Corporation.

7. Internal Audit

If the Corporation creates an internal audit function, or engages a third party provider of internal audit services,then the Committee will:

(a) recommend to the Board the appointment of the internal auditor or third party firm;

(b) annually review and approve the internal audit department charter and audit plan;

(c) review the effectiveness of the internal audit function; and

(d) meet quarterly with the internal auditor and with management to discuss reports on internal audit activitiesand findings and the effectiveness of the internal control procedures established for the Corporation.

8. Review of Financial Statements

The Committee will review and discuss with senior management and the Auditor the annual audited financialstatements, together with the Auditor’s report thereon, and the interim financial statements, before recommending themfor approval by the Board. The Committee will also review and discuss with senior management and the Auditormanagement’s discussion and analysis relating to the annual audited financial statements and interim financialstatements. The Committee will also engage the Auditor to review the interim financial statements prior to theCommittee’s review of such financial statements.

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Before recommending any financial statements to the Board for approval, the Committee will satisfy itself thatsuch financial statements, together with the other financial information included in the Corporation’s annual andinterim filings, fairly present in all material respects the financial condition, results of operations and cash flows of theCorporation as of the relevant date and for the relevant periods.

In conducting its review of the financial statements and related management’s discussion and analysis, theCommittee will:

(a) consider the quality of, and not just the acceptability of, the accounting principles, the reasonableness ofsenior management’s judgments and estimates that have a significant effect upon the financial statements,and the clarity of the disclosures in the financial statements;

(b) discuss any analyses prepared by senior management or the Auditor that set out significant financialreporting issues and judgments made in connection with the preparation of the financial statements, includinganalyses of the effects of alternative GAAP;

(c) discuss the effect of off-balance sheet transactions, arrangements, obligations (including contingentliabilities) and other relationships with unconsolidated entities or other persons that may have a materialcurrent or future effect on the Corporation’s financial condition, changes in financial condition, results ofoperations, liquidity, capital expenditures, capital resources, or significant components of revenues andexpenses;

(d) consider any changes in accounting practices or policies and their impact on financial statements of theCorporation;

(e) discuss with senior management, the Auditor and, if necessary, legal counsel, a report from seniormanagement describing any litigation, claim or other contingency, including tax assessments, that could havea material effect upon the financial position of the Corporation, and the manner in which these matters havebeen disclosed in the financial statements;

(f) discuss with senior management and the Auditor any correspondence with regulators or governmentalagencies, employee complaints or published reports that raise material issues regarding the Corporation’sfinancial statements or accounting policies;

(g) discuss with the Auditor any special audit steps taken in light of material weaknesses in internal control;

(h) review the results of the audit, including any reservations or qualifications in the Auditor’s opinion;

(i) discuss with the Auditor any difficulties encountered in the course of the audit work, including anyrestrictions on the scope of their procedures and access to requested information, accounting adjustmentsproposed by the Auditor but were “passed” (as immaterial or otherwise), and significant disagreements withsenior management;

(j) discuss with the Auditor any issues on which the Corporation’s audit team consulted the Auditor’s nationaloffice; and

(k) consider any other matter which in its judgment should be taken into account in reaching its recommendationto the Board concerning the approval of the financial statements.

9. Review of Other Financial Information

The Committee will review:

(a) all earnings news releases and other news releases containing financial information, as well as financialinformation and earnings guidance, if any, provided to analysts and rating agencies. The Committee will alsoreview the use of “pro forma” or “adjusted” non-GAAP information in such news releases and financialinformation. Such review may consist of a general discussion of the types of information to be disclosed orthe types of presentations to be made;

(b) all other financial statements of the Corporation that require approval by the Board before they are releasedto the public, including, without limitation, financial statements for use in Core Documents (as defined in theCorporation’s Disclosure and Insider Trading Policy) and financial statements required by regulatoryauthorities;

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(c) the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Corporation’sfinancial statements; and

(d) disclosures made to the Committee by the Chief Executive Officer (“CEO”) and CFO during theircertification process for applicable securities law filings about any significant deficiencies and materialweaknesses in the design or operation of the Corporation’s internal control over financial reporting which arereasonably likely to adversely affect the Corporation’s ability to record, process, summarize and reportfinancial information, and any fraud involving senior management or other employees who have a significantrole in the Corporation’s internal control over financial reporting.

10. Financial Management

The Committee will regularly review current and expected future compliance by the Corporation or itssubsidiaries with covenants under all financing agreements and regulatory requirements.

11. Relations with Senior Management and other Board Committees

The members will periodically meet privately with senior management to discuss any areas of concern to theCommittee or senior management. The Committee will meet periodically with the CFO without other members ofmanagement present.

The Committee will provide input to the CCG Committee on the competence and performance of the CFO andwill provide input to the CFO on the competence and performance of other key financial personnel. The Committeewill recommend to the Board, jointly with the CCG Committee, the appointment or removal of the CFO.

Members of the Committee will consult with the Disclosure Committee when requested in connection withmaking materiality determinations relating to the Corporation’s disclosure obligations.

12. Oversight of Internal Controls and Disclosure Controls

The Committee will review with senior management and the Auditor the adequacy of the internal controls andprocedures that have been adopted by the Corporation to safeguard assets from loss and unauthorized use and to verifythe accuracy of the financial records. This review will include a comparable review of the adequacy of the internalcontrols and procedures adopted by any third party with whom the Corporation has contracted and whose dutiesinclude the collection of monies and preparation of financial information. The Committee will review any specialprocedures adopted by the Auditor in light of material control deficiencies or weaknesses.

The Committee will review with senior management the controls and procedures that have been adopted by theCorporation to confirm that material information about the Corporation and its subsidiaries that is required to bedisclosed under applicable law or stock exchange rules is disclosed.

13. Legal Compliance

The Committee will review with legal counsel any legal matters that could have a significant effect on theCorporation’s financial statements. It will also review with legal counsel material inquiries received from regulatorsand governmental agencies and advise the Board accordingly.

14. Risk Management

The Committee will oversee the Corporation’s risk assessment and management function and establish a commonunderstanding with management on the amount and types of risk that the Corporation should take to pursue its strategy.The Committee will:

(a) annually review the policies and practices adopted by senior management to prioritize, manage and monitorthe major financial (including taxation matters and financial instruments), legal, operational and reputationalrisk exposures of the Corporation;

(b) at least annually, meet separately with members of senior management and, if desired by the Committee, theCorporation’s Auditor, to evaluate the Corporation’s risk assessment and management policies and practices,including an assessment of the Corporation’s most significant risk exposures, the Corporation’s plans to

C-6

monitor and manage those exposures (including the Corporation’s insurance coverage relating thereto) andwhether those exposures are within the Corporation’s appetite for risk-taking; and

(c) at least quarterly, review a report from senior management with respect to emerging risks and changes in theCorporation’s risk exposures, and management’s activities to assess, manage and control such risks.

15. Taxation Matters

The Committee will review with senior management the status of taxation matters of the Corporation. TheCommittee will also review a report from senior management confirming that the Corporation has withheld orcollected and remitted all amounts required to be withheld or collected and remitted by it in respect of any taxes, levies,assessments, reassessments and other charges payable to any governmental authority.

16. Employees of the Auditor

The Committee will pre-approve the hiring by the Corporation of any partners or employees or former partners oremployees of the Auditor.

17. Conduct and Ethics

On a quarterly basis, the Committee will review all expenses incurred by the Chair of the Board and the CEO, andwill confirm that the Chair and CEO review all expenses incurred by the other directors and senior management of theCorporation, respectively.

The Committee will review with the CEO, the CFO and the Auditor the methods used to establish and monitor theCorporation’s policies with respect to unethical or illegal activities by employees that may have a material impact onthe financial statements.

18. Complaints Procedure

The Committee will review the procedures established in the Corporation’s Integrity Program for the receipt,retention and follow-up of complaints received by the Corporation regarding accounting, internal controls, disclosurecontrols or auditing matters and for the confidential, anonymous submission of concerns by employees of theCorporation regarding such matters.

19. Reporting

The Committee will report to the Board after each meeting with respect to its activities, including reports on:

(a) the Auditor’s independence;

(b) the performance of the Auditor and the Committee’s recommendations regarding its reappointment ortermination;

(c) the adequacy of the Corporation’s internal controls and disclosure controls;

(d) its recommendations regarding the annual and interim financial statements of the Corporation, including anyissues with respect to the quality or integrity of the financial statements;

(e) its review of the annual and interim management’s discussion and analysis;

(f) the Corporation’s compliance with legal and regulatory requirements related to financial reporting;

(g) the Corporation’s risk assessment and management policies and practices; and

(h) all other significant matters it has addressed and with respect to such other matters that are within itsresponsibilities.

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E. MEETINGS

Subject to the Corporation’s by-laws and articles and the requirements under the Canada Business Corporations Act:

1. Scheduling

The Committee will meet as frequently as it determines is necessary to fulfill its responsibilities, which will be notless than four times a year. A meeting of the Committee may be called by the Committee Chair, the Chair of the Board,the CEO, the CFO, any Committee member or the Corporation’s Auditor.

Meetings will be held at a location determined by the Committee Chair.

2. Notice

Notice of the time and place of each meeting will be given to each member either by telephone or other electronicmeans not less than 48 hours before the time of the meeting. Meetings may be held at any time without notice if all ofthe members have waived or are deemed to have waived notice of the meeting. A member participating in a meetingwithout objection will be deemed to have waived notice of the meeting.

3. Agenda

The Committee Chair will preside as Chair of each meeting and will be primarily responsible for establishing theagenda for each meeting and lead discussion on meeting agenda items. Prior to each Committee meeting, the Chair willdiscuss agenda items with the CEO and CFO. Any member may propose the inclusion of items on the agenda, requestthe presence of or a report by any member of senior management, or at any meeting raise subjects that are not on theagenda for the meeting. At each meeting of the Committee, the Committee will approve by resolution the agenda forsuch meeting.

4. Distribution of Information

The Committee Chair will instruct management to distribute to Committee members, an agenda and properlyprepared meeting materials in advance of each meeting to allow members sufficient time to review and consider thematters to be discussed.

5. Attendance and Participation

Each member is expected to attend all meetings. A member who is unable to attend a meeting in person mayparticipate by telephone or other electronic means.

6. Quorum

A majority of members will constitute a quorum for any meeting of the Committee.

7. Voting and Approval

At meetings of the Committee, each member will be entitled to one vote and questions will be decided by amajority of votes. In case of an equality of votes, the Committee Chair will not have a second or casting vote inaddition to his or her original vote.

8. Procedures

Procedures for Committee meetings will be determined by the Committee Chair unless otherwise determined bythe by-laws of the Corporation or a resolution of the Committee or the Board.

9. Transaction of Business

The powers of the Committee may be exercised at a meeting where a quorum is present in person or by telephoneor other electronic means, or by resolution in writing signed by all members entitled to vote on that resolution at ameeting of the Committee (including in counterparts, by facsimile or other electronic signature).

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10. Absence of Chair

In the absence of the Committee Chair at a meeting of the Committee, the members in attendance must select oneof them to act as chair of that meeting.

11. Secretary

The Committee may appoint one of its members or any other person to act as secretary.

12. Minutes of Meetings

The secretary appointed for the meeting by the Committee Chair will keep minutes of the proceedings of theCommittee and the Committee Chair will cause him or her to circulate copies of the minutes to each member on atimely basis.

13. In-Camera Sessions

The Committee shall hold an in-camera session without any management present at each meeting of theCommittee. The Committee shall also meet with the Auditor and internal auditor, if any, independent of management,as necessary but not less than quarterly.

F. REMOVAL AND VACANCIES

A director appointed by the Board to the Committee shall be a member of the Committee until removed orreplaced or until his or her resignation. Any member may be removed and replaced at any time by the Board, and willautomatically cease to be a member as soon as the member ceases to meet the qualifications set out above. The Boardwill fill vacancies on the Committee by appointment from among qualified members of the Board. If a vacancy existson the Committee, the remaining members will exercise all of its powers so long as a quorum remains in office.

G. ASSESSMENT

At least annually, the CCG Committee will review the effectiveness of the Committee in fulfilling itsresponsibilities and duties as set out in this Charter and in a manner consistent with the mandate adopted by the Board.

H. REVIEW AND DISCLOSURE

The Committee will review this Charter at least annually and submit it to the CCG Committee together with anyproposed amendments. The CCG Committee will review the Charter and submit it to the Board for approval with suchfurther amendments as it deems necessary and appropriate.

This Charter will be posted on the Corporation’s website and the annual report of the Corporation will state thatthis Charter is available on the website or is available in print to any shareholder who requests a copy.

I. ACCESS TO OUTSIDE ADVISORS AND RECORDS

The Committee may retain any outside advisor at the expense of the Corporation at any time and has the authorityto determine any such advisor’s fees and other retention terms.

The Committee, and any outside advisors retained by it, will have access to all records and information relating tothe Corporation which it deems relevant to the performance of its duties. The Committee will have the authority todiscuss with management of the Corporation, senior staff of the Corporation and the Auditor, such accounts, recordsand other matters as any member of the Committee considers necessary and appropriate.

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APPENDIX DFINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

Crown Capital Partners Inc.:

Condensed consolidated interim financial statements of Crown Capital Partners Inc. as at March 31, 2015 andfor the three months ended March 31, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-2

Consolidated financial statements of Crown Capital Partners Inc. as at December 31, 2014 and 2013 and foreach of the years in the three-year period ended December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-10

Norrep Credit Opportunities Fund II, LP:

Condensed interim financial statements of Norrep Credit Opportunities Fund II, LP as at March 31, 2015 andfor the three months ended March 31, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-21

Financial statements of Norrep Credit Opportunities Fund II, LP as at December 31, 2014, December 31, 2013and January 1, 2013 and for the years ended December 31, 2014 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-32

Financial statements of Norrep Credit Opportunities Fund II, LP as at and for the years ended December 31,2013 and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-45

Pro Forma:

Pro Forma Consolidated Financial Statements of Crown Capital Partners Inc. as at and for the three monthsended March 31, 2015 and for the year ended December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-55

D-1


Condensed consolidated interim financial statements of Crown Capital Partners Inc.as at March 31, 2015 and for the three months ended March 31, 2015 and 2014

D-2


Condensed Consolidated Interim Statements of Financial Position (unaudited)

As atMarch 31,

2015December 31,

2014


Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,242,926 $2,722,124Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108,776 26,758Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,959 17,920

4,360,661 2,766,802

Investment in CCIP LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 464 464Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,648 6,287Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,609 1,609

$4,368,382 $2,775,162

Liabilities and Shareholders’ EquityCurrent Liabilities

Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,913,745 $2,570,784Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 665 626Shareholder loans (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250,000 —

4,164,410 2,571,410

Long-term shareholder loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 100,000Shareholders’ Equity

Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 100Contributed surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,820 99,820Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,052 3,832

103,972 103,752

$4,368,382 $2,775,162

Subsequent events (Note 6)

See accompanying notes to condensed consolidated interim financial statements.

D-3


Condensed Consolidated Interim Statements of Comprehensive Income (unaudited)

For the three months ended March 31, 2015 2014

RevenuesInvestment management fees, net of rebates (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $255,994 $482,782Interest and other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,789 2,041

257,783 484,823Expenses

Salaries, management fees and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,864 372,377Professional fees and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92,021 111,631Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 639 755

257,524 484,763

Earnings before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 259 60Income tax

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 9

39 9

Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 220 $ 51


D-4


Condensed Consolidated Interim Statements of Changes in Equity (unaudited)For the three months ended March 31, 2015 and 2014

ShareCapital

Contributedsurplus

Retainedearnings

Totalequity

Balance as at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100 $99,820 $1,944 $101,864

Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 51 51

Balance as at March 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100 $99,820 $1,995 $101,915


Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 220 220

Balance as at March 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100 $99,820 $4,052 $103,972


D-5


Condensed Consolidated Interim Statements of Cash Flows (unaudited)

For the three months ended March 31, 2015 2014

Cash provided by (used in) operating activitiesTotal comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 220 $ 51Non-cash items:

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 639 755Net change in non-cash working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,269,943 (542,937)

1,270,802 (542,131)Cash provided by financing activities

Shareholder advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250,000 —

250,000 —

Increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,520,802 (542,131)Cash, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,722,124 1,199,678

Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,242,926 $ 657,547

Supplemental cash flow information:Interest received in year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,759 $ 2,021Income taxes paid in the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —


D-6


Notes to the Condensed Consolidated Interim Financial Statements (unaudited)Three Months Ended March 31, 2015

1. General information:

Crown Capital Partners Inc. (the “Corporation”) was incorporated under the Canada Business Corporations Act on September 8, 1999 andcommenced operations effective October 1, 2000. The Corporation provides investment management services and its principal place of businessis 1100, 606-4 Street SW, Calgary, Alberta. These condensed consolidated interim financial statements (“interim financial statements”) as at andfor the three months ended March 31, 2015 comprise the Corporation and its wholly-owned subsidiaries.

2. Basis of preparation:

These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all theinformation required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards asissued by the IASB. However, selected explanatory notes are included to explain events and transactions that are significant to an understandingof the changes in the Corporation’s financial position and results of operations since the last annual consolidated financial statements as at andfor the year ended December 31, 2014. These condensed consolidated interim financial statements should be read in conjunction with the annualconsolidated financial statements as at and for the year ended December 31, 2014.

These condensed consolidated interim financial statements were authorized for issue by the Corporation’s Board of Directors on June 29, 2015.

3. Use of judgements and estimates:

In preparing these condensed consolidated interim financial statements, management has made judgements, estimates and assumptions thataffect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differfrom these estimates.

The significant judgements made by management in applying the Corporation’s accounting policies and the key source of estimation uncertaintywere the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2014.

4. Financial risk management:

(a) Overview:

The Corporation has exposure to the following risks from its use of financial instruments:

Š credit risk;

Š liquidity risk; and

Š market risk.

This note presents information about the Corporation’s exposure to each of the above risks, the Corporation’s` objectives, policies andprocesses for measuring and managing risk, and the Corporation’s management of capital.

(b) Risk management framework:

The Corporation’s risk management policies are established to identify and analyze the risks faced by the Corporation, to set appropriaterisk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly toreflect changes in market conditions and the Corporation’s activities.

The Corporation views its capital as a combination of debt and shareholders’ equity balances. The Corporation’s securities regulatorsrequire the Corporation to maintain a minimum of $100,000 of excess working capital. Management meets this requirement by performinga monthly calculation from internally prepared financial statements. Should there be any indication that the Corporation is nearing theminimum excess working capital threshold, management would take the necessary steps to enhance its working capital position including,but not limited to, such measures as an equity injection by existing shareholders. During the year the Corporation has met or exceeded itsminimum excess working capital requirements as required by the securities regulators.

(c) Credit risk:

Credit risk is the risk of financial loss to the Corporation if a customer or counterparty to a financial instrument fails to meet its contractualobligations, and arises principally from the Corporation’s receivables from the funds that it manages. Management fees are collectedmonthly from cash flows from the underlying investments.

D-7


Notes to the Condensed Consolidated Financial Statements, Page 2Three Months Ended, March 31, 2015

4. Financial risk management (continued):

(c) Credit risk (continued):

The carrying amount of financial assets represents the maximum credit exposure as follows:

Carrying amountMarch 31,

2015December 31,

2014

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,242,926 $2,722,124Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108,776 26,758

$4,351,702 $2,748,882

(d) Liquidity risk:

Liquidity risk is the risk that the Corporation will encounter difficulty in meeting the obligations associated with its financial liabilities thatare settled by delivering cash or another financial asset. The Corporation’s approach to managing liquidity is to ensure, as far as possible,that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurringunacceptable losses or risking damage to the Corporation’s reputation.

The Corporation has current liabilities at March 31, 2015 of $4,164,410 and current assets of $4,360,661 (December 31, 2014 – $2,571,410and $2,766,802, respectively).

(e) Market risk:

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect theCorporation’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage andcontrol market risk exposures within acceptable parameters, while optimizing the return. The Corporation does not hold any foreigncurrency-denominated or interest-bearing financial instruments.

(f) Fair values:

The fair values of cash, accounts receivable and accounts payable and accrued liabilities approximate carrying value due to the short term tomaturity of the instruments. The fair value of shareholder loans approximates carrying value due to the absence of a maturity date.

5. Related party transactions:

(a) Ultimate controlling party:

For the three months ended March 31, 2015, the Corporation reimbursed Norrep Capital Management Inc. $8,515 (2014 – $11,176) for itsshare of rent.

(b) Key management personnel compensation:

Key management personnel are those persons having authority over the planning, directing and controlling activities of the Corporation,and include the President and Executive Vice President. Key management personnel compensation for the three months ended March 31,2015 is comprised of $75,000 (2014 – $75,000) included in salaries and benefits, plus $2,221 (2014 – $2,221) contributions to theCorporation’s defined contribution pension plan.

(c) Other related party transactions:

Pursuant to the Partnership agreements, Norrep Credit Opportunities Fund LP, Norrep Credit Opportunities Fund II LP and Norrep CreditOpportunities Fund II (Parallel) LP, each a “Fund” and collectively “the Funds”, pay management fees to the Corporation for managementservices provided. In the three months ended March 31, 2015, management fees earned from the Funds amounted to $330,144 (2014 –$602,883), less rebates of $74,150 (2014 – $124,601).

The limited partnership agreements for the Funds entitle the Corporation to participate in distributions by any Fund once distributions to thelimited partners of that Fund have totaled the full amount of contributed capital plus an 8% annual rate of return, calculated as and from thedate of contribution and compounded annually (the “Hurdle Rate”). Distributions in excess of contributed capital plus the Hurdle Rate (a“Performance Fee”) will be shared by the limited partners and the Corporation on an 80/20 ratio, with 20% to the Corporation and thebalance retained for the benefit of limited partners. No amounts have been accrued or paid as of March 31, 2015.

D-8


Notes to the Condensed Consolidated Financial Statements, Page 3Three Months Ended, March 31, 2015

5. Related party transactions (continued):

(d) Shareholder loans:

During the three months ended March 31, 2015, shareholders contributed additional short term non-interest bearing demand loans totaling$250,000.

(e) Accrued bonus payable:

For the three months ended March 31, 2015, a bonus payable has been accrued of $29,000 (March 31, 2014 – $210,000) to reduce earningsbefore income taxes to approximately zero, on a basis similar to prior fiscal years.

These transactions are in the normal course of operations and are measured at the exchange amount of consideration established and agreed to bythe related parties.

6. Subsequent Events

(a) On May 20, 2015, the Corporation issued 20 new common shares for nominal consideration to two minority shareholders resulting in areduction of the ownership percentage held by Norrep Capital Management Inc. to 50% of the common shares issued.

(b) On June 30, 2015, the Corporation split the issued common shares on a 3,030 for one basis.

(c) Pursuant to an underwriting agreement, the Corporation will issue 5,910,000 common shares in an initial public offering priced at $11.00per share, resulting in an estimated gross proceeds of $65,010,000 less the underwriters’ commission and offering expenses. The initialpublic offering is expected to close on July 9, 2015. Immediately prior to the closing of the offering, the Corporation will acquireapproximately 69.8% of the limited partner units of Norrep Credit Opportunities Fund II, LP in exchange for common shares of theCorporation.

(d) Upon completion of the initial public offering, the Corporation will issue 181,818 transition restricted share units to key managementpersonnel which will vest over a period of three years provided the personnel remain with the Corporation. Upon vesting, the units convertto common shares on a one for one basis.

D-9


Consolidated financial statements of Crown Capital Partners Inc. as atDecember 31, 2014 and 2013 and for each of the years in the three-year period ended

December 31, 2014

D-10

INDEPENDENT AUDITORS’ REPORT

To the Directors of Crown Capital Partners Inc.

We have audited the accompanying consolidated financial statements of Crown Capital Partners Inc., which comprisethe consolidated statements of financial position as at December 31, 2014 and December 31, 2013, the consolidatedstatements of comprehensive income, changes in equity and cash flows for each of the years in the three-year periodended December 31, 2014, and notes, comprising a summary of significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements inaccordance with International Financial Reporting Standards, and for such internal control as management determinesis necessary to enable the preparation of consolidated financial statements that are free from material misstatement,whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. Weconducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether theconsolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in theconsolidated financial statements. The procedures selected depend on our judgment, including the assessment of therisks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making thoserisk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of theconsolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but notfor the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made bymanagement, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis forour audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financialposition of Crown Capital Partners Inc. as at December 31, 2014 and December 31, 2013, and its consolidated financialperformance and its consolidated cash flows for each of the years in the three-year period ended December 31, 2014 inaccordance with International Financial Reporting Standards.

“signed” KPMG LLPChartered Accountants

March 20, 2015Calgary, Canada

D-11


Consolidated Statements of Financial Position

As at December 31 2014 2013


Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,722,124 $1,199,678Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,758 24,025Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,920 17,917

2,766,802 1,241,620

Investment in CCIP LP (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 464 475Property, plant and equipment (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,287 9,061Deferred income taxes (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,609 1,699

$2,775,162 $1,252,855

Liabilities and Shareholders’ EquityCurrent Liabilities

Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,570,784 $1,114,938Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 626 553Due to Crown Capital Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 10,500

2,571,410 1,125,991

Long-term shareholder loans (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 25,000Shareholders’ Equity

Share capital (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 100Contributed surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,820 99,820Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,832 1,944

103,752 101,864

$2,775,162 $1,252,855

On behalf of the Board:

(Signed) Chris Johnson (Signed) Alex SassoDirector Director

See accompanying notes to consolidated financial statements.

D-12


Consolidated Statements of Comprehensive IncomeYears ended December 31

2014 2013 2012

RevenuesInvestment management fees, net of rebates (Note 10) . . . . . . . . . . . . . . . . . $1,729,059 $2,437,159 $2,295,152Performance allocation fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 52,377 63,759Interest and other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,718 10,512 7,521

1,736,777 2,500,048 2,366,432Expenses

Salaries, management fees and benefits (Note 10) . . . . . . . . . . . . . . . . . . . . . 1,383,324 2,047,882 1,565,096Professional fees and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 348,101 354,120 445,075Depreciation (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,774 4,661 4,802Performance allocation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 52,377 63,759Service fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 38,277 287,640

1,734,199 2,497,317 2,366,372

Earnings before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,578 2,731 60Income tax (Note 5)

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600 420 (274)Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 781 —

690 1,201 (274)

Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,888 $ 1,530 $ 334


D-13


Consolidated Statements of Changes in EquityYears ended December 31

ShareCapital

Contributedsurplus

Retainedearnings

Totalequity

Balance as at December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100 $99,820 $ 80 $100,000Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 334 334

Balance as at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100 $99,820 $ 414 $100,334

Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1,530 1,530


Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1,888 1,888



D-14


Consolidated Statements of Cash FlowsYears ended December 31

2014 2013 2012

Cash provided by (used in) operating activitiesNet earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,888 $ 1,530 $ 334Non-cash items:

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,774 4,661 4,802Deferred income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 781 —Net change in non-cash working capital (Note 8) . . . . . . . . . . . . . . . . . . . 1,442,683 (392,677) 774,717

1,447,435 (385,705) 779,853Cash provided by investing activities

Change in investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 95 845

11 95 845Cash provided by financing activities

Long-term shareholder advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,000 — 25,000

75,000 — 25,000Increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,522,446 (385,610) 805,698Cash, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,199,678 1,585,288 779,590

Cash, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,722,124 $1,199,678 $1,585,288

Supplemental cash flow information:Interest received in year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,700 $ 10,677 $ 7,502Income taxes paid in the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 527 — —


D-15


Notes to Consolidated Financial StatementsYears ended December 31, 2014, 2013 and 2012

1. General information:

Crown Capital Partners Inc. (the “Corporation”) was incorporated under the Canada Business Corporations Act on September 8, 1999 andcommenced operations effective October 1, 2000. The Corporation provides investment management services and its principal place of businessis 1100, 606-4 Street SW, Calgary, AB.

On November 22, 2005, the Corporation acquired 100% of Crown Capital Funding Corporation (“CCFC”) from Crown Capital Partnership(“CCP”) for consideration of $100. CCFC is a general partner, holding a 0.01% interest, in Crown Capital Investment Partners LimitedPartnership (“CCIP LP”), an Ontario partnership established to invest primarily in loans to mid-sized Canadian companies. CCFC providesinvestment advisory services to CCIP LP, which commenced operations in February 2006. CCIP LP has added no new portfolio companies to itsinvestments since June 2007 and has no plans to make further investments.

On December 9, 2010, the Corporation incorporated Norrep Credit Opportunities Fund Inc., (“NCOFI”) a 100% subsidiary. NCOFI is thegeneral partner in Norrep Credit Opportunities Fund LP (“NCOF LP”), Norrep Credit Opportunities Fund II LP (“NCOF II LP”) and NorrepCredit Opportunities Fund II (Parallel) LP (“NCOF II PLP”), each a “Fund” and collectively “the Funds”. NCOFI is contracted to provide theFunds with investment management services and sub-contracts with the Corporation to deliver these services.

On January 1, 2012, 60% of the Corporation’s shares were acquired by Hesperian Capital Management Ltd. (“Hesperian”) from Equity BuildersLtd. and 101059686 Saskatchewan Ltd.

On November 30, 2014, Hesperian and Norrep Inc. (“Norrep”) undertook a corporate reorganization which resulted in the existing shareholdersof Hesperian exchanging their shares in the capital of Hesperian for shares in the capital of Norrep. Following the reorganization, Hesperianbecame a wholly-owned subsidiary of Norrep. In addition, the 60% ownership interest in the Corporation owned by Hesperian was transferred toNorrep. As part of the reorganization, Hesperian’s name was changed to Norrep Capital Management Ltd. and Norrep Inc.’s name was changedto Norrep Investment Management Group Inc.


(a) Statement of compliance:

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issuedby the International Accounting Standards Board.

The financial statements have been approved by the Board of Directors on March 20, 2015.

(b) Basis of measurement:

The consolidated financial statements have been prepared on the historical cost basis, other than investments carried at fair value throughprofit or loss.

(c) Functional and presentation currency:

These consolidated financial statements are presented in Canadian dollars, which is the Corporation’s functional currency.

(d) Use of estimates and judgments:

The preparation of the consolidated financial statements in accordance with the financial reporting framework requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilitiesat the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results coulddiffer from these estimates and changes in estimates are recorded in the accounting period in which they are determined.

3. Significant accounting policies:

(a) Basis of consolidation:

The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiaries CCFC and NCOFI. Allinter-company accounts and transactions have been eliminated on consolidation.

(b) Financial assets and liabilities:

The measurement basis for financial assets and financial liabilities depends on whether the financial assets and liabilities have beenclassified as fair value through profit and loss, available for sale, held to maturity, loans and receivables or other financial liabilities.Financial assets and liabilities classified as fair value through profit or loss are measured at fair value and changes in fair value arerecognized in net earnings. Financial assets classified as available for sale are measured at fair value with unrealized changes in fair valuerecorded in other comprehensive income; however, unrealized losses considered other than temporary are recognized as a decrease in net

D-16


Notes to Consolidated Financial Statements, page 2Year ended December 31, 2014

3. Significant accounting policies (continued):

(b) Financial assets and liabilities (continued):

earnings. Financial assets designated as held to maturity, loans and receivables, or other financial liabilities are initially recognized at fairvalue and subsequently measured at amortized cost using the effective interest method. The Corporation has no financial assets andliabilities designated as available for sale or held to maturity.

Cash and cash equivalents comprise cash balances and deposits with original maturities of three months or less. The Corporation hasdesignated its cash as fair value through profit and loss. Accounts receivable are designated as loans and receivables. Accounts payable andaccrued liabilities, amounts due to Crown Capital Partnership and long-term shareholder loans are designated as other financial liabilities.

Loans and receivables are assessed at each reporting date to determine whether there is objective evidence that they are impaired. Afinancial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that theloss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

(c) Investments:

Investments include debt and equity investments in private companies. Investments are carried at fair value. At December 31, 2014 and2013 the Corporation does not have any investments other than its general partner interest in CCIP LP.

(d) Property, plant and equipment:

All classes of property, plant and equipment are measured at cost less accumulated depreciation. Cost includes expenditures that aredirectly attributable to the acquisition of the asset.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as major components of property,plant and equipment and depreciated separately.

Depreciation is calculated on the following bases: artwork on a straight-line basis over 10 years; computer equipment on a straight-linebasis over three years; office furniture and equipment on a declining balance basis at 20 per cent annually.

Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.

(e) Employee benefits:

The Corporation contributes to a defined contribution pension plan for employees and expenses contributions when they are due in respectof service rendered to the end of the reporting period.

(f) Revenue recognition:

Revenue from management services rendered is recognized in profit to the extent that it is probable that the economic benefit will flow tothe Corporation and that revenue can be reliably measured.

Management fees are earned based on the committed or contributed capital of the Funds under management and are recognized on anaccrual basis. These fees are shown net of management fee rebates payable to third parties.

(g) Income tax:

The Corporation uses the asset and liability method of accounting for income taxes. Current income taxes are recognized as estimatedincome taxes for the current year. Deferred income tax assets and liabilities consist of temporary differences between tax and accountingbases of assets and liabilities, as well as the benefit of losses carried forward to future years for tax purposes that are more likely than not tobe realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes thedate of enactment or substantive enactment.

(h) New standards and interpretations not yet adopted:

At the date of these consolidated financial statements, the following standards, relevant to the Corporation, were not yet effective:

IFRS 9 Financial Instruments: The new standard, which is intended to replace IAS 39 Financial Instruments: Recognition andMeasurement, enhances the ability of investors and other users to understand the accounting of financial assets and reduces complexity.The approach to classifying an asset as either amortized cost or fair value in IFRS 9 is based on how an entity manages its financialinstruments in the context of its business model and the contractual cash flow characteristics of its financial assets. IFRS 9 also introduces anew impairment model based on expected losses. IFRS 9 is effective January 1, 2018 with early adoption permitted. The Corporation hasnot yet determined the impact of IFRS 9 on the consolidated financial statements.

D-17




(h) New standards and interpretations not yet adopted (continued):

IFRS 15 Revenue from Contracts with Customers: The standard provides guidance on revenue recognition and relevant disclosures. Thestandard provides a single, principles based five-step model to be applied to all contracts with customers. IFRS 15 applies to annualreporting periods beginning on or after January 1, 2017, with early adoption permitted. The Corporation has not yet assessed the impact thisstandard will have on the consolidated financial statements.

4. Property, plant and equipment:

ArtworkComputerequipment

Furnitureand

equipment Total

Cost:Balance as at January 1, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9,895 $115,906 $101,219 $227,020Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —

As at December 31, 2012, 2013, and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,895 115,906 101,219 227,020

ArtworkComputerequipment

Furnitureand

equipment Total

Depreciation:Balance as at January 1, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,666 $113,250 $86,580 $208,496Depreciation for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 546 1,328 2,928 4,802

Balance as at January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,212 114,578 89,508 213,298Depreciation for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 683 1,328 2,650 4,661

Balance as at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,895 115,906 92,158 217,959Depreciation for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 2,774 2,774

Balance as at December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9,895 $115,906 $94,932 $220,733

Carrying amounts:As at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 683 $ 1,328 $11,711 $ 13,722As at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ 9,061 $ 9,061As at December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ 6,287 $ 6,287

5. Income tax:

Income tax expense for the years ended December 31 differs from the amounts computed by applying the combined federal and provincialincome tax rate to income before income taxes as a result of the following:

2014 2013 2012

Earnings before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,578 $2,731 $ 60Statutory income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.5% 26.5% 26.5%

Income tax at statutory income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 683 724 14Non-deductible expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 477 (288)

Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 690 $1,201 (274)

The following are the tax effects of temporary differences that give rise to deferred income tax assets at December 31:

2014 2013 2012

Deferred income tax assets:Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 828 $ 891 $1,369Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 781 808 1,111

$1,609 $1,699 $2,480

D-18



6. Share capital:

The authorized share capital of the Corporation consists of an unlimited number of common shares without par value of which 100 shares areissued and outstanding.

7. Long-term shareholder loans:

During the year ended December 31, 2014, shareholders contributed an additional $75,000 (2013 – $nil and 2012 – $25,000) evidenced by loanagreements which are subordinated to all other creditor claims against the Corporation, do not bear interest, and have no terms of repayment.

8. Net change in non-cash working capital:

2014 2013 2012

Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 73 $ 553 $ 46,978Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,733) 152,446 (68,288)Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) 2,815 5,595Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,455,846 (359,739) 792,698Due to Crown Capital Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,500) (46,988) (66,024)Performance fees payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (141,764) 63,758

$1,442,683 $(392,677) $774,717


(a) Overview:

The Corporation has exposure to the following risks from its use of financial instruments:

• credit risk;

• liquidity risk; and

• market risk.

This note presents information about the Corporation’s exposure to each of the above risks, the Corporation’s` objectives, policies andprocesses for measuring and managing risk, and the Corporation’s management of capital. Further quantitative disclosures are includedthroughout these consolidated financial statements.

(b) Risk management framework:

The Corporation’s risk management policies are established to identify and analyze the risks faced by the Corporation, to set appropriaterisk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly toreflect changes in market conditions and the Corporation’s activities.

The Corporation views its capital as a combination of debt and shareholders’ equity balances. The Corporation’s securities regulatorsrequire the Corporation to maintain a minimum of $100,000 (2013 – $25,000) of excess working capital. Management meets thisrequirement by performing a monthly calculation from internally prepared financial statements. Should there be any indication that theCorporation is nearing the minimum excess working capital threshold, management would take the necessary steps to enhance its workingcapital position including, but not limited to, such measures as an equity injection by existing shareholders. During the year the Corporationhas met or exceeded its minimum excess working capital requirements as required by the securities regulators.

(c) Credit risk:

Credit risk is the risk of financial loss to the Corporation if a customer or counterparty to a financial instrument fails to meet its contractualobligations, and arises principally from the Corporation’s receivables from the funds that it manages. Management fees are collectedmonthly from cash flows from the underlying investments.

The carrying amount of financial assets represents the maximum credit exposure as follows:

Carrying amount 2014 2013

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,722,124 $1,199,678Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,758 24,025

$2,748,882 $1,223,703

D-19




(d) Liquidity risk:

Liquidity risk is the risk that the Corporation will encounter difficulty in meeting the obligations associated with its financial liabilities thatare settled by delivering cash or another financial asset. The Corporation’s approach to managing liquidity is to ensure, as far as possible,that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurringunacceptable losses or risking damage to the Corporation’s reputation.

The Corporation has current liabilities at December 31, 2014 of $2,571,410 and current assets of $2,766,802.

(e) Market risk:

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect theCorporation’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage andcontrol market risk exposures within acceptable parameters, while optimizing the return. The Corporation does not hold any foreigncurrency-denominated or interest-bearing financial instruments.

(f) Fair values:

The fair values of cash, accounts receivable, accounts payable and accrued liabilities and due to CCP approximate carrying value due to the shortterm to maturity of the instruments. The fair value of shareholder loans approximates carrying value due to the absence of a maturity date.


(a) Ultimate controlling party:

Hesperian and as of November 30, 2014 Norrep, majority shareholder, provided general management support to the Corporation andreceives a share of profit distribution. During the year, the Corporation paid Hesperian and Norrep management fees of $222,000 (2013 –$415,500 and 2012 – $308,400), and $8,033 (2013 and 2012 – $nil), respectively, included in salaries, management fees and benefits. Inaddition, the Corporation reimbursed Hesperian $44,669 (2013 – $44,111 and 2012 – $43,586) for its share of rent. At December 31, 2014,accounts payable and accrued liabilities included an amount payable to Hesperian of $233,100 (2013 – $208,500 and 2012 – $308,400) andNorrep $8,435 (2013 and 2012 – $nil).

(b) Key management personnel compensation:

Key management personnel are those persons having authority over the planning, directing and controlling activities of the Corporation,and include the President and Executive Vice President. Key management personnel compensation is comprised of $815,134 (2013 –$1,187,890 and 2012 – $937,990) included in salaries and benefits, plus $8,250 (2013 and 2012 – $8,250) contributions to theCorporation’s defined contribution pension plan. At December 31, 2014, accounts payable and accrued liabilities included an amountpayable to key management personnel of $519,556 (2013 – $518,256 and 2012 – $614,600).

(c) Other related party transactions:

Pursuant to the Partnership agreements, the Funds pay management fees to the Corporation for management services provided. In the yearended December 31, 2014, management fees earned from the Funds amounted to $2,129,557 (2013 – $2,926,588 and 2012 – $2,332,095),less rebates of $425,998 (2013 – $556,842 and 2012 – $415,659).

The limited partnership agreements for the Funds entitle the Corporation to participate in distributions by any Fund once distributions to thelimited partners of that Fund have totaled the full amount of contributed capital plus an 8% annual rate of return, calculated as and from thedate of contribution and compounded annually (the “Hurdle Rate”). Distributions in excess of contributed capital plus the Hurdle Rate (a“Performance Fee”) will be shared by the limited partners and the Corporation on an 80/20 ratio, with 20% to the Corporation and thebalance retained for the benefit of limited partners. No amounts have been accrued or paid as of December 31, 2014.

These transactions are in the normal course of operations and are measured at the exchange amount of consideration established and agreedto by the related parties.

D-20

NORREP CREDIT OPPORTUNITIES FUND II, LP

Condensed interim financial statements of Norrep Credit Opportunities Fund II, LP as at March 31, 2015 andfor the three months ended March 31, 2015 and 2014

D-21


Condensed Interim Statements of Financial Position (unaudited)

As atMarch 31,

2015December 31,

2014

(In Canadian dollars, exceptunits outstanding)

AssetsCash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,715,815 1,921,952Accrued interest and accounts receivable (note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,019,943 1,434,566Investments, at fair value through profit or loss (note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,904,325 44,927,894

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,640,083 48,284,412

LiabilitiesAccounts payable and accrued expenses (note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,312 15,710Distributions payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,699,235 —Performance fee payable (note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,291,393 —

3,013,940 15,710

Net assets attributable to limited partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,626,143 48,268,702

Limited partnership units outstanding (note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,450 66,450

Net assets attributable to limited partners per unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 761.87 726.39

Subsequent events (note 8)

See accompanying notes to condensed interim financial statements.

D-22


Condensed Interim Statements of Comprehensive Income (unaudited)

Three months ended March 31, 2015 2014

(in Canadian dollars)

Interest for distribution purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,127,866 1,025,914Financing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (11,559)Net gain on investments at fair value through profit or loss

Net change in unrealized appreciation in fair value of investments . . . . . . . . . . . . . . . . . . . . 4,437,622 1,373,441

Total investment gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,565,488 2,387,796Management fees (note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 204,521 282,286Performance fee (note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,291,393 —Administrative fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,780 3,780Professional fees and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,118 5,881

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,508,812 291,947

Increase in net assets attributable to limited partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,056,676 2,095,849

Increase in net assets attributable to limited partners per unit . . . . . . . . . . . . . . . . . . . . . . . . . . 61.05 34.11


D-23


Condensed Interim Statements of Changes in Net Assets Attributable to Limited Partners (unaudited)



Net assets, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,268,702 44,258,353Transactions attributable to limited partners (note 6):

Distributions to Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,699,235) (737,400)

46,569,467 43,520,953Increase in net assets attributable to limited partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,056,676 2,095,849

Net assets, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,626,143 45,616,802


D-24


Condensed Interim Statements of Cash Flows (unaudited)



Cash flows from (used in) operating activities:Increase in net assets attributable to limited partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,056,676 2,095,849

Adjustments for:Change in unrealized (gain) loss on investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,437,622) (1,373,441)Proceeds from sale of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 461,191 —Net change in non-cash working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (286,382) (114,397)

Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (206,137) 608,011

Cash flows used in financing activities:Distributions to Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (771,973)

Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (771,973)

Net decrease in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (206,137) (163,962)Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,921,952 2,673,182

Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,715,815 2,509,220

Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,157,476 677,712


D-25


Notes to Condensed Interim Financial Statements (unaudited)Three months ended March 31, 2015

1. Reporting entity:

Norrep Credit Opportunities Fund II, LP (the “Partnership”) was formed on May 1, 2012 as a limited partnership under the laws of the Provinceof Alberta, to invest in debt instruments of selected companies. The Partnership commenced operations on July 1, 2012. It is intended that thePartnership will be dissolved by July 1, 2018.

Being a limited partnership, the Partnership is dependent on Norrep Credit Opportunities Fund Inc., the General Partner (the “Manager”), for theadministration and management of all matters relating to the operation of the Partnership pursuant to the terms of the Limited PartnershipAgreement. The Manager has engaged Crown Capital Partners Inc. (the “Investment Manager”) to provide, on behalf of the Manager, allservices related to the operation of the Partnership. The Investment Manager is entitled to a monthly management fee of one-twelfth of 1.75% ofthe committed capital, net of capital returned, of the Partnership, payable on the first day of each month.


These condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not includeall the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards(IFRS) as issued by the IASB. However, selected explanatory notes are included to explain events and transactions that are significant to anunderstanding of the changes in the Partnership’s financial position and results of operations since the last annual financial statements as at andfor the year ended December 31, 2014. These condensed interim financial statements should be read in conjunction with the annual financialstatements as at and for the year ended December 31, 2014.

These condensed interim financial statements were authorized for issue by the Corporation’s Board of Directors on June 29, 2015.

3. Use of judgements and estimates:

In preparing these condensed interim financial statements, management has made judgements, estimates and assumptions that affect theapplication of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from theseestimates.

The significant judgements made by management in applying the Partnership’s accounting policies and the key source of estimation uncertaintywere the same as those that applied to the annual financial statements as at and for the year ended December 31, 2014.

(a) Financial assets and financial liabilities:

(i) Recognition and initial measurement

Financial assets and financial liabilities at fair value through profit or loss are initially recognized on the trade date, which is the dateon which the Partnership becomes a party to the contractual provisions of the instrument. Other financial assets and financial liabilitiesare recognized on the date on which they originated.

Financial assets and financial liabilities at fair value through profit or loss are initially recognized at fair value, with transaction costsrecognized in profit or loss, and subsequently measured at fair value.

Financial assets not at fair value through profit or loss are initially recognized at cost plus transaction costs that are directly attributableto their acquisition or issue, and subsequently measured at amortized cost.

(ii) Classification

The Partnership classifies financial assets and financial liabilities into the following categories.

Financial assets at fair value through profit or loss:

Š Held for trading: all derivatives, including warrants

Š Designated at fair value through profit and loss: all debt and equity investments

Financial assets at amortized cost:

Š Loans and receivables: cash and cash equivalents and accrued interest and accounts receivable

Financial liabilities at amortized cost:

Š Other liabilities: all liabilities

The Partnership designates all debt and equity investments at fair value through profit or loss on initial recognition because it managesthese securities on a fair value basis in accordance with its documented investment strategy. Internal reporting and performancemeasurement of these securities is on a fair value basis.

(iii) Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between marketparticipants at the measurement date in the principal or, in its absence, the most advantageous market to which the Partnership hasaccess at that date. The fair value of a liability reflects its non-performance risk.

D-26



3. Use of judgements and estimates (continued):

(a) Financial assets and financial liabilities (continued):

(iv) Amortized cost measurement

The amortized cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measuredat recognition, minus principal repayments (if applicable), plus or minus the cumulative amortization using the effective interestmethod of any difference between the initial amount recognized and the maturity amount (if applicable), minus any reduction forimpairment (if applicable).

(v) Specific instruments

Cash and cash equivalents

Cash and cash equivalents comprise deposits with banks and highly liquid financial assets with maturities of three months or less fromthe acquisition date that are subject to an insignificant risk of changes in their fair value and are used by the Partnership in themanagement of short-term commitments, other than cash collateral provided in respect of derivatives and securities borrowingtransactions.

Partnership units

The Partnership units are classified as financial liabilities and are measured at redemption amount, which represents the residualinterest in the Partnership.

The net asset value per limited partnership unit is calculated as net assets attributable to limited partners, divided by the number ofLimited Partnership units outstanding.

4. Fair value measurement:

(a) Investments

As at March 31, 2015 December 31, 2014

Cost Fair Value Cost Fair Value

Canadian equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,260,590 $ 7,533,930 $ 1,260,590 $ 4,340,153Canadian debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,429,613 41,370,395 42,890,804 40,587,741

Total Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $43,690,203 $48,904,325 $44,151,394 $44,927,894

The fair values of financial assets and financial liabilities that are traded on active markets are based on closing quoted market prices at thereporting date. For all other financial instruments, the Partnership determines fair values using other valuation techniques.

For financial instruments that trade infrequently and have little price transparency, fair value is less objective, and requires varying degreesof judgement depending on liquidity, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument.

Fair values of investments without quoted market prices are determined by management on the basis of the expected realizable value of theinvestments as at the date of the financial statements if they were disposed of in an orderly manner over a reasonable period of time,discounted at a discount rate which is considered by management to be appropriate at the date of the financial statements for the specificinvestment. There is no active secondary market for many investments which are not publicly-traded, and there is considerable uncertaintyand a potentially broad range of outcomes with respect to the future cash flows from these investments. Valuations of such investments aresubject to a number of assumptions and uncertainties that may cause actual values realized on disposal to differ materially from the fairvalue estimated at any particular time.

A three-tier hierarchy is used as a framework for disclosing fair value based on inputs used to value the Fund’s investments. The hierarchyof inputs is summarized below:

Š Inputs that are quoted prices (unadjusted) in active markets for identical instruments (Level 1);

Š Inputs other than quoted prices included in Level 1 that are observable for instruments, either directly (i.e., as prices) or indirectly(i.e., derived from prices) (Level 2). This category includes instruments valued using: quoted market prices in active markets forsimilar instruments, quoted prices for identical or similar instruments in markets that are considered less than active, or othervaluation techniques in which all significant inputs are directly or indirectly observable from market data; and

Š Inputs for the instruments that are not based on observable market data (unobservable inputs) (Level 3). This category includes allinstruments for which the valuation technique includes inputs not based on observable data and the unobservable inputs have asignificant effect on the instrument’s valuation. This category includes instruments that are valued based on the quoted prices for

D-27



4. Fair value measurement (continued):

(a) Investments (continued)

similar instruments but for which significant unobservable adjustments or assumptions are required to reflect differences between theinstruments.

Changes in valuation methods may result in transfers into or out of an investment’s assigned level. The Partnership recognizes transfersbetween levels of the fair value hierarchy as at the end of the reporting period during which the change occurred.

(b) Fair value hierarchy – Financial instruments measured at fair value

The tables below analyze investments measured at fair value at March 31, 2015 and December 31, 2014, by the level in the fair valuehierarchy into which the fair value measurement is categorized. The amounts are based on the values recognized in the statement offinancial position.

March 31, 2015

Quoted prices inactive markets for

identical assets(Level 1)

Significant otherobservable

inputs(Level 2)

Significantunobservable

inputs(Level 3) Total

Public securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,335,425 $ — $ — $ 7,335,425Private securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 198,505 41,370,395 41,568,900

Total Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,335,425 $198,505 $41,370,395 $48,904,325

December 31, 2014




inputs(Level 2)





There were no transfers between categories during the three months ended March 31, 2015 or year ended December 31, 2014.

The level 3 investments as at March 31, 2015 and December 31, 2014 in the tables above are all private investments in Canadian debtinstruments. Each loan is valued using the discounted present value of expected cash flows arising from these debt instruments.

Observable inputs used in the development of an appropriate discount rate include Government of Canada benchmark interest rate for theterm of the individual loan and the BBB rated corporate interest rate spread for the term of the individual investment.

Significant unobservable inputs used in developing the appropriate discount rate include an illiquidity spread as well as a credit spread, bothof which increase the discount rate. These rates are set initially at a level such that the loan valuation equals the initial purchase cost of theloan and are subsequently adjusted at each valuation date to reflect current conditions.

All four components of the discount rate are subject to adjustment based on changing market conditions. Both the Government of Canadabenchmark interest rate and the BBB rated corporate interest rate spread will increase or decrease as market interest rates rise or fall. Theilliquidity spread and additional credit spread are reviewed at each valuation date and are adjusted based on both general market conditionsand the economic performance of the individual investment.

The following tables reconcile opening balances to closing balances for fair value measurements in Level 3 of the fair value hierarchy:

Three months ended March 31, 2015

PrivateSecurities

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $40,587,741Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (461,191)Change in unrealized appreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,243,845

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $41,370,395

D-28




(b) Fair value hierarchy – Financial instruments measured at fair value (continued)

Year ended December 31, 2014

Private Securities

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41,989,448Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,294,679Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,116,035)Change in unrealized depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (580,351)

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,587,741

The most significant input into the calculation of fair value of Level 3 debt investments is the discount rate applied to expected future cashflows. If the discount rate increased (decreased) by 100 bps, the fair value of Level 3 investments at March 31, 2015 would decrease by$860,262 (December 31, 2014 – $919,617) or increase by $892,712 (December 31, 2014 – $953,775), respectively.

(c) Canadian debt instruments

As at March 31, 2015, investments held in the form of Canadian debt securities had coupon interest rates ranging from 10.0% to 12.0% perannum with maturity dates from April 5, 2018 to November 27, 2018.

(d) Canadian equities

As at March 31, 2015, investments included both common shares of Canadian public companies and warrants in a Canadian privatecompany.

(e) Financial instruments not measured at fair value

The carrying values of cash and cash equivalents, accrued interest and accounts receivable, accounts payable and accrued expenses anddistributions payable approximate their fair values due to their short term to maturity.

5. Financial instruments and associated risks:

The Partnership’s primary business is raising capital from individuals and institutions and placing these funds in Canadian and foreignbusinesses. This investment activity entails exposure to market risk, including currency, interest rate and other pricing risks, credit risk, liquidityrisk and capital risk. These risk factors may impact the Partnership’s ability to repay its Partner Contributions. These risk factors are describedbelow.

Credit risk:

Credit risk is the risk that a counter party will fail to discharge its obligations. The Partnership’s maximum exposure to credit risk is the carryingvalue of cash and cash equivalents of $1.7 million, accounts receivable and accrued interest of $3.0 million and debt instruments of$41.4 million. Concentration of credit exposure may arise given that the Partnership restricts its investments to a small number of businesses.The Partnership conducts thorough due diligence prior to committing to an investment and actively monitors the financial health of its investeeson an on-going basis.

A portion of the debt instruments held by the Partnership are unrated and relatively illiquid. Repayments are dependent on the ability of theunderlying businesses to generate sufficient cash flow from operations, refinancings or the sale of assets or equity. The terms of the individualdebt instruments and the risks of the underlying businesses are reflected in the fair values at the end of the reporting period.

Liquidity risk:

Liquidity risk is the risk that the Partnership will encounter difficulty in meeting its financial obligations. The Partnership carefully monitors theduration of its investments. However, timing differences may require the Partnership to reduce or delay the payments to investors at maturity. Inthe event of investee default or if required to cover operating expenses, the Partnership can call on undrawn capital even after the expiration ofthe initial two year draw period (see note 6).

Market risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Marketrisk comprises three types of risk: currency risk, interest rate risk and other price risk.

D-29



5. Financial instruments and associated risks (continued):

(a) Currency risk:

Currency risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. ThePartnership invests primarily in Canadian-dollar denominated investments and therefore does not have any direct exposure to currency risk.Investee companies may be exposed to fluctuations in currency rates because of sales or expenditures denominated in foreign currencies.

(b) Interest rate risk:

Interest rate risk is the risk that the Partnership’s earnings will be affected by fluctuations in interest rates. The Partnership holds interest-bearing debt instruments. The Partnership is exposed to the risk that the value of interest-bearing financial instruments will fluctuate due tochanges in the prevailing market interest rates. The Partnership’s interest-bearing debt instruments are impacted by the credit metrics,liquidity and business fundamentals of the corporate entity with a minimal correlation to interest rates.

(c) Other price risk:

Other price risk includes other factors that affect market prices, other than currency and interest risk. This may include the ability of aninvestee company to profitably distribute its products. Most of the companies in which the Partnership invests are dependent upon a singleproduct or industry. The Partnership manages this risk through careful due diligence prior to committing funds to the investment.

The Partnership’s financial assets exposed were concentrated in the following industries:

% of InvestmentsMarch 31, 2015

% of InvestmentsDecember 31, 2014

Healthcare . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.0% 40.9%Basic Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38.7% 39.8%Financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.9% 18.8%Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4% 0.5%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0%

Capital Management and disclosure:

Capital risk is the risk that the Partnership will not have access to capital to finance its operations. The Partnership is able to call on its partnersto contribute their uncontributed capital as required to fund investment opportunities and to pay Partnership expenses (see Note 6). ThePartnership is not subject to externally imposed capital requirements.

6. Net assets attributable to limited partners:

The authorized capital of the Partnership consists of 125,000 limited partnership units. All limited partnership units are of the same class withequal rights and privileges, including equal participation in any distribution made by the Partnership and the right to one vote at any meeting ofthe limited partners.

In 2012, the Partnership issued 77,450 partnership units at a cost of $1,000 per unit pursuant to subscription agreements. During 2013, 16,000units were cancelled by the Partnership. In 2014, an additional 5,000 units were issued by the Partnership. As of March 31, 2015, a total of$56,482,500 has been contributed to the Partnership and $11,961,000 of capital has been returned to limited partners, for net contributed capitalof $44,521,500 as of March 31, 2015. The remaining balance of $9,967,500 of committed, but uncontributed, capital can no longer be drawn bythe Partnership. In certain circumstances, such as investee defaults, partnership capital can be called after December 31, 2014. It ismanagement’s expectation that all investments will be liquidated, and partnership assets liquidated by the Manager, by July 1, 2018.

Number of units

Issuance of partnership units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,450

Balance, January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,450Cancelled units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,000)

Balance, December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,450Issuance of partnership units – April 1, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000

Balance, December 31, 2014 and March 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,450


Pursuant to the Partnership agreement, the Partnership pays monthly management fees, calculated as one-twelfth of 1.75% of the contributedcapital, net of capital returned (see Note 6) to the Investment Manager, for management services received during the period. During the period,management fees amounted to $204,521 (2014 – $282,286).

D-30



7. Related party transactions (continued):

The Manager engaged Norrep Capital Management Ltd. to provide administrative services to the Partnership. In the period, administrative feesamounted to $3,780 (2014 – $3,780) of which $1,260 is included in accrued expenses at March 31, 2015 (December 31, 2014 – $1,260).

Proceeds from investments are initially paid to the Manager and then paid by the Manager directly to the Partnership. Included in accountsreceivable at March 31, 2015 is $2,878,292 (December 31, 2014 – $1,263,988) due from the Manager.

The Limited Partnership Agreement entitles the Manager to participate in distributions by the Fund once distributions to the limited partnershave totaled the full amount of contributed capital plus an 8% annual rate of return, calculated as and from the date of contribution andcompounded annually (the “Hurdle Rate”). Distributions in excess of the contributed capital plus the Hurdle Rate (a “Performance Fee”) will beshared by the limited partners and the Manager on an 80/20 ratio, with 20% to the Manager and the balance retained for the benefit of limitedpartners. For the three months ended March 31, 2015, the Partnership has accrued a Performance Fee expense and Performance Fee payable of$1,291,393 (December 31, 2014 – $nil). No amounts have been declared to be paid to the date of these financial statements.

All transactions with related companies are measured at exchange amounts as they occur within the normal course of business.

8. Subsequent events:

On April 1, 2015, the Partnership and NCOF II (Parallel) closed a five-year, $4.0 million term loan to a company in the energy services industry.The loan was made on a pari passu basis using a ratio based on the outstanding contributed capital of each fund.

Pursuant to a planned initial public offering (“IPO”) by the Investment Manager, immediately prior to closing of the IPO, the InvestmentManager will acquire approximately 69.8% of the limited partnership units of the Partnership from certain limited partners, in exchange for theissuance of common shares of the Investment Manager.

D-31


Financial statements of Norrep Credit Opportunities Fund II, LP as at December 31, 2014,December 31, 2013 and January 1, 2013 and for the years ended December 31, 2014 and 2013

D-32


To the Directors of the General Partner of Norrep Credit Opportunities Fund II, LP:

We have audited the accompanying financial statements of Norrep Credit Opportunities Fund II, LP which comprisethe statements of financial position as at December 31, 2014, December 31, 2013 and January 1, 2013, the statementsof comprehensive income, changes in net assets attributable to limited partners and cash flows for the years endedDecember 31, 2014 and December 31, 2013, and notes, comprising a summary of significant accounting policies andother explanatory information.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance withInternational Financial Reporting Standards, and for such internal control as management determines is necessary toenable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our auditsin accordance with Canadian generally accepted auditing standards. Those standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on our judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we considerinternal control relevant to the entity’s preparation and fair presentation of the financial statements in order to designaudit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of accounting estimates made by management, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis forour audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Norrep CreditOpportunities Fund II, LP as at December 31, 2014, December 31, 2013 and January 1, 2013 and its financialperformance and its cash flows for the years ended December 31, 2014 and December 31, 2013 in accordance withInternational Financial Reporting Standards.

“signed” KPMG LLPChartered Accountants

Calgary, CanadaMarch 20, 2015

D-33


Statements of Financial Position

As atDecember 31,

2014December 31,

2013January 1,

2013

Assets (In Canadian dollars, except units outstanding)

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,921,952 2,673,182 3,128,571Accrued interest and accounts receivable (note 7) . . . . . . . . . . . . . . . . . . . . . . 1,434,566 206,571 30,917Investments, at fair value through profit or loss . . . . . . . . . . . . . . . . . . . . . . . . 44,927,894 42,316,335 7,957,965

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,284,412 45,196,088 11,117,453

LiabilitiesAccounts payable and accrued expenses (note 7) . . . . . . . . . . . . . . . . . . . . . . . 15,710 165,763 20,680Distribution payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 771,972 —

15,710 937,735 20,680

Net assets attributable to limited partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,268,702 44,258,353 11,096,773

Limited partnership units outstanding (note 6) . . . . . . . . . . . . . . . . . . . . . . . . . 66,450 61,450 77,450

Net assets attributable to limited partners per unit . . . . . . . . . . . . . . . . . . . . . . 726.39 720.23 143.28

On behalf of the Board of Directors of Norrep Credit Opportunities Fund Inc. as General Partner of the Partnership:

(Signed) Alex Sasso (Signed) Chris Johnson

See accompanying notes to financial statements.

D-34


Statements of Comprehensive IncomeYears ended December 31, 2014 and 2013

2014 2013


Interest for distribution purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,576,443 3,005,234Financing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,516,556 525,918Other fee income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,583 —Net gain (loss) on investments at fair value through profit or loss

Net change in unrealized appreciation (depreciation) in fair value of investments . . . . . . . . 2,172,325 (1,406,124)

Total investment gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,308,907 2,125,028Management fees (note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,148,276 1,349,644Administrative fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,120 15,120Professional fees and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,176 32,896

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,189,572 1,397,660

Increase in net assets attributable to limited partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,119,335 727,368

Increase in net assets attributable to limited partners per unit . . . . . . . . . . . . . . . . . . . . . . . . . . 124.53 9.89


D-35


Statements of Changes in Net Assets Attributable to Limited PartnersYears ended December 31, 2014 and 2013

2014 2013


Net assets, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,258,353 11,096,773Transactions attributable to limited partners (note 6):

Proceeds from issuance of Partnership units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000,000 —Capital contributed by Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,612,500 34,852,500Capital refunded on cancelled units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,600,000) —Distributions to Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,121,486) (2,418,288)

(4,108,986) 32,434,212Increase in net assets attributable to limited partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,119,335 727,368

Net assets, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,268,702 44,258,353


D-36


Statements of Cash FlowsYears ended December 31, 2014 and 2013

2014 2013


Cash flows from (used in) operating activities:Increase in net assets attributable to limited partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,119,335 727,368Adjustments for:

Change in unrealized (gain) loss on investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,172,325) 1,406,124Purchases of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,323,921) (35,764,494)Proceeds from sale of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,884,687 —Net change in non-cash working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,378,048) (30,571)

Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,129,728 (33,661,573)

Cash flows from (used in) financing activities:Proceeds from issuance of Partnership units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000,000 —Capital contributed by Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,612,500 34,852,500Capital refunded on cancelled units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,600,000) —Distributions to Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,893,458) (1,646,316)

Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,880,958) 33,206,184

Net decrease in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (751,230) (455,389)Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,673,182 3,128,571

Cash and cash equivalents, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,921,952 2,673,182

Cash and cash equivalents are comprised of:Cash in bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,921,952 417,182Money market securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,256,000

1,921,952 2,673,182

Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,576,443 3,005,234


D-37


Notes to Financial StatementsYears ended December 31, 2014 and 2013

1. Reporting Entity:


These financial statements reflect only the assets, liabilities, revenues and expenses of the Partnership and therefore, do not include any assets,liabilities, revenues or expenses of the partners.

Being a limited partnership, the Partnership is dependent on Norrep Credit Opportunities Fund Inc., the General Partner (the “Manager”), for theadministration and management of all matters relating to the operation of the Partnership pursuant to the terms of the Limited PartnershipAgreement. The Manager has engaged Crown Capital Partners Inc. (“the Investment Manager”) to provide, on behalf of the Manager, allservices related to the operation of the Partnership. The Investment Manager is entitled to a monthly management fee of one-twelfth of 1.75% ofthe committed capital, net of capital returned, of the Partnership, payable on the first day of each month.

The Partnership has signed a parallel investment agreement with Norrep Credit Opportunities Fund II (Parallel), LP whereby investments areshared on a pro-rata basis based on relative committed capital.


(a) Statement of compliance:

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by theInternational Accounting Standards Board (“IASB”). These are the Partnership’s first annual financial statements prepared in accordancewith IFRS and IFRS 1 First-time Adoption of International Financial Reporting Standards has been applied. Previously, the Partnershipprepared its financial statements in accordance with Part V of the Canadian CPA Handbook (“previous Canadian GAAP”). ThePartnership’s significant accounting policies under IFRS are presented in note 3. These policies have been applied consistently to all yearspresented. In accordance with IFRS 1, the Partnership is required to restate the comparative period and present the opening statement offinancial position as at January 1, 2013. There were no adjustments to the 2013 comparative period as there were no material differencesbetween the previous Canadian GAAP and the newly adopted standards. Certain presentation and disclosure differences are reflected inthese IFRS financial statements, including the presentation of partnership units as liabilities rather than equity.

The financial statements of the Partnership were approved and were authorized for issue by the General Partner’s Board of Directors onbehalf of the Partnership on March 20, 2015.

(b) Basis of measurement:

The financial statements have been prepared on the historical cost basis, except for investments at fair value through profit or loss which aremeasured at fair value.

(c) Functional and presentation currency:

The financial statements are presented in Canadian dollars, which is the Partnership’s functional currency, and all values are rounded to thenearest dollar except where otherwise indicated.

(d) Use of judgements and estimates:

These financial statements include estimates and assumptions made by management that affect the application of accounting policies andthe reported amounts of assets, liabilities, income and expenses, and gains and losses during the reporting period. Actual results could differfrom those estimates. A significant area requiring the use of management estimates is the valuation of investments.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.


(a) Financial assets and financial liabilities:

(i) Recognition and initial measurement

Financial assets and financial liabilities at fair value through profit or loss are initially recognized on the trade date, which is the dateon which the Partnership becomes a party to the contractual provisions of the instrument. Other financial assets and financial liabilitiesare recognized on the date on which they originated.

Financial assets and financial liabilities at fair value through profit or loss are initially recognized at fair value, with transaction costsrecognized in profit or loss, and subsequently measured at fair value.

D-38




(a) Financial assets and financial liabilities (continued):

Financial assets not at fair value through profit or loss are initially recognized at cost plus transaction costs that are directly attributableto their acquisition or issue, and subsequently measured at amortized cost.

(ii) Classification

The Partnership classifies financial assets and financial liabilities into the following categories.

Financial assets at fair value through profit or loss:

Š Held for trading; all derivatives, including warrants

Š Designated at fair value through profit and loss: all debt and equity investments

Financial assets at amortized cost:

Š Loans and receivables: cash and cash equivalents, and accrued interest and accounts receivable

Financial liabilities at amortised cost:

Š Other liabilities: all liabilities

The Partnership designates all debt and equity investments at fair value through profit or loss on initial recognition because it managesthese securities on a fair value basis in accordance with its documented investment strategy. Internal reporting and performancemeasurement of these securities is on a fair value basis.

(iii) Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between marketparticipants at the measurement date in the principal or, in its absence, the most advantageous market to which the Partnership hasaccess at that date. The fair value of a liability reflects its non-performance risk.

(iv) Amortized cost measurement

The amortized cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measuredat recognition, minus principal repayments (if applicable), plus or minus the cumulative amortization using the effective interestmethod of any difference between the initial amount recognized and the maturity amount (if applicable), minus any reduction forimpairment (if applicable).

(v) Specific instruments

Cash and cash equivalents

Cash and cash equivalents comprise deposits with banks and highly liquid financial assets with maturities of three months or less fromthe acquisition date that are subject to an insignificant risk of changes in their fair value and are used by the Partnership in themanagement of short-term commitments, other than cash collateral provided in respect of derivatives and securities borrowingtransactions.

Partnership units

The Partnership units are classified as financial liabilities and are measured at redemption amount, which represents the residualinterest in the Partnership.

The net asset value per limited partnership unit is calculated as net assets attributable to limited partners, divided by the number ofLimited Partnership units outstanding.

(b) Interest for distribution purposes:

The interest for distribution purposes represents the coupon interest received by the Fund accounted for on an accrual basis and isrecognized through profit or loss. The Fund does not amortize premiums paid or discounts received on the purchase of fixed incomesecurities.

(c) Dividend income and dividend expense:

Dividend income is recognized in profit or loss on the date on which the right to receive payment is established. This is usually the ex-dividend date.

D-39




(d) Recognition of income and expenses:

The Partnership follows the accrual method of recording income and expenses and they are recognized in profit or loss as the relatedservices are performed.

(e) Distributions to limited partners:

Any distribution made will be in proportion to the number of units held by each unitholder.

Distributions per unit are calculated as the total amount of distributions divided by the number of units at the date of distribution.

(f) Net gain (loss) from financial instruments at fair value through profit or loss:

Net realized and unrealized gain (loss) from financial instruments at fair value through profit or loss is calculated using the average costmethod.

Average cost does not include amortization of premiums or discounts on fixed income securities.

(g) Income tax:

A provision for income taxes has not been recorded in the financial statements as all income and losses of the Partnership are allocated tothe partners.

(h) Increase (decrease) in net assets attributable to limited partners per unit:

Increase (decrease) in net assets attributable to limited partners per unit is calculated as increase (decrease) in net assets attributable tolimited partners, divided by the weighted average units outstanding during the period.

(i) Future accounting pronouncements:

IFRS 9 Financial Instruments: IFRS 9 (2009) introduces new requirements for the classification and measurement of financial assets. Thestandard contains two primary measurement categories for financial assets: amortized cost and fair value. IFRS 9 (2010) introducesadditions relating to financial liabilities. In July 2014 new requirements were added to address the impairment of financial assets.

The mandatory effective date of IFRS 9 is for periods beginning on or after January 1, 2018.

Based on the initial assessment, the standard is not expected to have a material impact on the Limited Partnership.

4. Fair value measurement:

(a) Investments

December 31, 2014 December 31, 2013

Cost Fair Value Cost Fair Value

Canadian equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,260,590 $ 4,340,153 $ — $ 326,887Canadian debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,890,804 40,587,741 43,712,160 41,989,448

Total Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $44,151,394 $44,927,894 $43,712,160 $42,316,335

The fair values of financial assets and financial liabilities that are traded on active markets are based on closing quoted market prices at thereporting date. For all other financial instruments, the Partnership determines fair values using other valuation techniques.

For financial instruments that trade infrequently and have little price transparency, fair value is less objective, and requires varying degreesof judgment depending on liquidity, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument.

Fair values of investments without quoted market prices are determined by management on the basis of the expected realizable value of theinvestments as at the date of the financial statements if they were disposed of in an orderly manner over a reasonable period of time,discounted at a discount rate which is considered by management to be appropriate at the date of the financial statements for the specificinvestment. There is no active secondary market for many investments which are not publicly-traded, and there is considerable uncertaintyand a potentially broad range of outcomes with respect to the future cash flows from these investments. Valuations of such investments aresubject to a number of assumptions and uncertainties that may cause actual values realized on disposal to differ materially from the fairvalue estimated at any particular time.

D-40




(a) Investments (continued)

A three-tier hierarchy is used as a framework for disclosing fair value based on inputs used to value the Fund’s investments. The hierarchyof inputs is summarized below:


Š Inputs other than quoted prices included in Level 1 that are observable for instruments, either directly (i.e., as prices) or indirectly(i.e., derived from prices) (Level 2). This category includes instruments valued using: quoted market prices in active markets forsimilar instruments, quoted prices for identical or similar instruments in markets that are considered less than active, or othervaluation techniques in which all significant inputs are directly or indirectly observable from market data; and

Š Inputs for the instruments that are not based on observable market data (unobservable inputs) (Level 3). This category includes allinstruments for which the valuation technique includes inputs not based on observable data and the unobservable inputs have asignificant effect on the instrument’s valuation. This category includes instruments that are valued based on the quoted prices forsimilar instruments but for which significant unobservable adjustments or assumptions are required to reflect differences between theinstruments.

Changes in valuation methods may result in transfers into or out of an investment’s assigned level. The Partnership recognises transfersbetween levels of the fair value hierarchy as at the end of the reporting period during which the change occurred.

(b) Fair value hierarchy – Financial instruments measured at fair value

The tables below analyze investments measured at fair value at December 31, 2014, December 31, 2013 and January 1, 2013 by the level inthe fair value hierarchy into which the fair value measurement is categorized. The amounts are based on the values recognized in thestatement of financial position.

December 31, 2014




inputs(Level 2)





December 31, 2013




inputs(Level 2)



Public securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $— $ 1,820 $ — $ 1,820Private securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 325,067 41,989,448 42,314,515

Total Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $— $326,887 $41,989,448 $42,316,335

January 1, 2013




inputs(Level 2)



Public securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $— $ — $ — $ —Private securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 145,970 7,811,995 7,957,965

Total Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $— $145,970 $7,811,995 $7,957,965

The level 3 investments as at December 31, 2014, December 31, 2013 and January 1, 2013 in the tables above are all private investments inCanadian debt instruments. Each loan is valued using the discounted present value of expected cash flows arising from these debtinstruments.

D-41




(b) Fair value hierarchy – Financial instruments measured at fair value (continued)

Observable inputs used in the development of an appropriate discount rate include Government of Canada benchmark interest rate for theterm of the individual loan and the BBB rated corporate interest rate spread for the term of the individual investment.

Significant unobservable inputs used in developing the appropriate discount rate include an illiquidity spread as well as a credit spread, bothof which increase the discount rate. These rates are set initially at a level such that the loan valuation equals the initial purchase cost of theloan and are subsequently adjusted at each valuation date to reflect current conditions.

All four components of the discount rate are subject to adjustment based on changing market conditions. Both the Government of Canadabenchmark interest rate and the BBB rated corporate interest rate spread will increase or decrease as market interest rates rise or fall. Theilliquidity spread and additional credit spread are reviewed at each valuation date and are adjusted based on both general market conditionsand the economic performance of the individual investment.

The following tables reconcile opening balances to closing balances for fair value measurements in Level 3 of the fair value hierarchy:


PrivateSecurities

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41,989,448Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,294,679Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,116,035)Change in unrealized depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (580,351)

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,587,741


PrivateSecurities

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,811,995Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,764,495Change in unrealized depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,587,042)

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $41,989,448

The most significant input into the calculation of fair value of Level 3 debt investments is the discount rate applied to expected future cashflows. If the discount rate increased (decreased) by 100 bps, the fair value of Level 3 investments at December 31, 2014 would decrease by$919,617 (December 31, 2013 – $1,049,074) or increase by $953,775 (December 31, 2013 – $1,091,761), respectively.

(c) Canadian debt instruments

As at December 31, 2014, investments held in the form of Canadian debt securities had coupon interest rates ranging from 10.0% to12.0% per annum with maturity dates from April 5, 2018 to November 27, 2018.

(d) Canadian equities

As at December 13, 2014, investments included both common shares of Canadian public companies and warrants in a Canadian privatecompany.

(e) Financial instruments not measured at fair value

The carrying values of cash and cash equivalents, accrued interest and accounts receivable and accounts payable and accrued expensesapproximate their fair values due to their short term to maturity.

5. Financial instruments and associated risks:


D-42



5. Financial instruments and associated risks (continued):

Credit risk:

Credit risk is the risk that a counter party will fail to discharge its obligations. The Partnership’s maximum exposure to credit risk is the carryingvalue of cash and cash equivalents of $1.9 million, and accounts receivable and accrued interest of $1.4 million and debt instruments of$40.6 million on the schedule of investment portfolio. Concentration of credit exposure may arise given that the Partnership restricts itsinvestments to a small number of businesses. The Partnership conducts thorough due diligence prior to committing to an investment and activelymonitors the financial health of its investees on an on-going basis.

The debt instruments held by the Partnership are unrated and relatively illiquid. Repayments are dependent on the ability of the underlyingbusinesses to generate sufficient cash flow from operations, refinancings or the sale of assets or equity. The terms of the individual debtinstruments and the risks of the underlying businesses are reflected in the fair values.

Liquidity risk:

Liquidity risk is the risk that the Partnership will encounter difficulty in meeting its financial obligations. The Partnership carefully monitors theduration of its investments. However, timing differences may require the Partnership to reduce or delay the payments to investors at maturity. Inthe event of investee default or if required to cover operating expenses, the Partnership can call on undrawn capital even after the expiration ofthe initial two year draw period (see note 6).

Market risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Marketrisk comprises three types of risk: currency risk, interest rate risk and other price risk.

(a) Currency risk:


(b) Interest rate risk:

Interest rate risk is the risk that the Partnership’s earnings will be affected by fluctuations in interest rates. The Partnership holds interest-bearing debt instruments. The Partnership is exposed to the risk that the value of interest-bearing financial instruments will fluctuate due tochanges in the prevailing market interest rates. The Partnership’s interest-bearing debt instruments are impacted by the credit metrics,liquidity and business fundamentals of the corporate entity with a minimal correlation to interest rates.

(c) Other price risk:

Other price risk includes other factors that affect market prices, other than currency and interest risk. This may include the ability of aninvestee company to profitably distribute its products. Most of the companies in which the Partnership invests are dependent upon a singleproduct or industry. The Partnership manages this risk through careful due diligence prior to committing funds to the investment.

The Partnership’s financial assets exposed were concentrated in the following industries:

% of InvestmentsDecember 31, 2014

Healthcare . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.9%Basic Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39.8%Financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.8%Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0%

Capital Management and disclosure:

Capital risk is the risk that the Partnership will not have access to capital to finance its operations. The Partnership is able to call on its partnersto contribute their uncontributed capital as required to fund investment opportunities and to pay Partnership expenses. The Partnership is notsubject to externally imposed capital requirements.

D-43



6. Net assets attributable to limited partners:


In 2012, the Partnership issued 77,450 partnership units at a cost of $1,000 per unit pursuant to subscription agreements. During 2013, 16,000units were canceled by the Partnership. In 2014, an additional 5,000 units were issued by the Partnership. As of December 31, 2014, a total of$56,482,500 has been contributed to the Partnership. The remaining balance of $9,967,500 of committed, but uncontributed, capital can nolonger be drawn by the Partnership. In certain circumstances, such as investee defaults, partnership capital can be called after December 31,2014. It is management’s expectation that all investments will be liquidated, and partnership assets liquidated by the Manager, by July 1, 2018.

Number of units

Issuance of partnership units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,450

Balance, January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,450Cancelled units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,000)

Balance, December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,450Issuance of partnership units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000

Balance, December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,450


Pursuant to the Partnership agreement, the Partnership pays monthly management fees, calculated as one-twelfth of 1.75% of the committedcapital, net of capital returned, of the Partnership, to the Investment Manager, for management services received during the period (see note 1).During the year, management fees amounted to $1,148,276 (2013 – $1,349,644) of which $nil is included in accrued expenses at December 31,2014 (December 31, 2013 – $nil; January 1, 2013 – $nil).

The Manager engaged Norrep Capital Management Ltd. to provide administrative services to the Partnership. In the period, administrative feesamounted to $15,120 (2013 – $15,120) of which $1,260 is included in accrued expenses at December 31, 2014 (December 31, 2013 – $1,260;January 1, 2013 – $2,100).

Proceeds from investments are initially paid to the Manager and then paid by the Manager directly to the Partnership. Included in accountsreceivable at December 31, 2014 is $1,263,988 (December 31, 2013 – $nil; January 1, 2013 – $nil) receivable from the Manager.

The Limited Partnership Agreement entitles the Manager to participate in distributions by the Fund once distributions to the limited partnershave totaled the full amount of Contributed Capital plus an 8% annual rate of return, calculated as and from the date of contribution andcompounded annually (the “Hurdle Rate”). Distributions in excess of the Contributed Capital plus the Hurdle Rate (a “Performance Fee”) willbe shared by the limited partners and the Manager on an 80/20 ratio, with 20% to the Manager and the balance retained for the benefit of limitedpartners. No amounts have been accrued or paid as of December 31, 2014.


D-44


Financial statements of Norrep Credit Opportunities Fund II, LP as at andfor the years ended December 31, 2013 and 2012

D-45


To the Partners of Norrep Credit Opportunities Fund II, LP:

We have audited the accompanying financial statements of Norrep Credit Opportunities Fund II, LP which comprisethe statement of net assets as at December 31, 2013, the statements of operations and changes in net assets for the yearthen ended, the statement of investment portfolio as at December 31, 2013 and notes, comprising a summary ofsignificant accounting policies and other explanatory information.


Management is responsible for the preparation and fair presentation of these financial statements in accordance withCanadian generally accepted accounting principles, and for such internal control as management determines isnecessary to enable the preparation of financial statements that are free from material misstatement, whether due tofraud or error.


Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit inaccordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements arefree from material misstatement.


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Norrep CreditOpportunities Fund II, LP as at December 31, 2013 and its results of operations and changes in net assets for the yearthen ended, in accordance with Canadian generally accepted accounting principles.

Calgary, CanadaMarch 10, 2014

(Signed) KPMG LLPChartered Accountants

D-46


To the Partners of Norrep Credit Opportunities Fund II, LP:

We have audited the accompanying financial statements of Norrep Credit Opportunities Fund II, LP which comprisethe statements of net assets and investment portfolio as at December 31, 2012, the statements of operations andchanges in net assets for the period from July 1, 2012 to December 31, 2012 and notes, comprising a summary ofsignificant accounting policies and other explanatory information.


Management is responsible for the preparation and fair presentation of these financial statements in accordance withCanadian generally accepted accounting principles, and for such internal control as management determines isnecessary to enable the preparation of financial statements that are free from material misstatement, whether due tofraud or error.


Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit inaccordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements arefree from material misstatement.


We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for ouraudit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Norrep CreditOpportunities Fund II, LP as at December 31, 2012, its investment portfolio as at December 31, 2012 and its results ofoperations and changes in net assets for the period from July 1, 2012 to December 31, 2012 in accordance withCanadian generally accepted accounting principles.

February 25, 2013Calgary, Canada

(Signed) KPMG LLPChartered Accountants

D-47


Statement of Net AssetsAs at December 31, 2013, with comparative figures for 2012

2013 2012

Net AssetsCash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 417,182 $ 328,571Guaranteed investment certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,256,000 2,800,000Investments at fair value (cost 2013 – $43,712,160; cost 2012 – $7,947,666) . . . . . . . . . . 42,316,335 7,957,965Accrued interest and accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206,571 30,917

45,196,088 11,117,453Liabilities:Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165,763 20,680Distribution payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 771,972 —

937,735 20,680Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $44,258,353 $11,096,773

Partners’ EquityRepresented by:Partners’ contributions (notes 1 and 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $44,051,712 $11,617,500Unrealized (depreciation) appreciation in fair value of investments . . . . . . . . . . . . . . . . . . (1,395,825) 10,299Cumulative net realized investment gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,602,466 (531,026)

$44,258,353 $11,096,773

Limited partnership units outstanding (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,450 77,450

On behalf of the Board of Directors of Norrep Credit Opportunities Fund Inc. as General Partner of the Partnership:

(Signed) Alex Sasso (Signed) Chris Johnson


D-48


Statement of OperationsYear ended December 31, 2013, with comparatives for the period from July 1, 2012 to December 31, 2012

2013 2012

Investment income:Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,005,234 $ 40,166Financing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 525,918 158,953Other fee income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 28,813

3,531,152 227,932Investment expenses:

Management fees (note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,349,644 711,572Legal fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,093 15,600Filing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131 15,580Administrative fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,120 5,040Audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,700 10,500Interest and bank charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,545 666Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 427 —

1,397,660 758,958

Net investment gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,133,492 (531,026)Change in unrealized (loss) gain on investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,406,124) 10,299

Increase (decrease) in net assets from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 727,368 $(520,727)

Increase (decrease) in net assets from operations per unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.89 $ (6.72)


D-49


Statement of Changes in Net AssetsYear ended December 31, 2013, with comparatives for the period from July 1, 2012 to December 31, 2012

2013 2012

Net assets, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,096,773 $ —

Partners’ transactions:Proceeds from issuance of Partnership units (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,852,500 11,617,500Distributions to Partners (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,418,288) —

32,434,212 11,617,500Increase (decrease) in net assets from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 727,368 (520,727)

Net assets, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $44,258,353 $11,096,773


D-50


Statement of Investment PortfolioAs at December 31, 2013

Description

Number ofwarrants or

par value Cost Fair Value

Canadian EquitiesGenalta Power Inc. Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,390,841 $ — $ 325,067Claude Resources Inc. Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,569,908 — 1,820

Canadian Debt InstrumentsGenalta Power Inc. 10.0% DEC 18 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,895,331 15,895,331 15,722,005Claude Resources Inc 10.0% APR 5 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,869,164 19,869,164 18,370,249Questrade Inc. 10.0% NOV 27 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,947,665 7,947,665 7,897,194

$43,712,160 $42,316,335


D-51


Notes to Financial StatementsYear ended December 31, 2013 and period from July 1, 2012 to December 31, 2012

1. Basis of presentation:


These financial statements reflect only the assets, liabilities, revenues and expenses of the Partnership and therefore, do not include any assets,liabilities, revenues or expenses of the partners. No provision for income taxes has been recorded in the financial statements as all income andlosses of the Partnership are allocated to the partners.

Being a limited partnership, the Partnership is dependent on Norrep Credit Opportunities Fund Inc., the General Partner (the “Manager”), for theadministration and management of all matters relating to the operation of the Partnership pursuant to the terms of the Limited PartnershipAgreement. The General Partner has engaged Crown Capital Partners Inc. (“the Investment Manager”) to provide, on behalf of the GeneralPartner, all services related to the operation of the Partnership. The Investment Manager is entitled to a monthly management fee of one-twelfthof 1.75% of the committed capital of the Partnership, payable on the first day of each month.

The Partnership has signed a parallel investment agreement with Norrep Credit Opportunities Fund II (Parallel), LP whereby investments areshared on a pro-rata basis based on relative committed capital.


These financial statements, prepared in accordance with Canadian generally accepted accounting principles (“GAAP”), include estimates andassumptions made by management that affect the reported amounts of assets, liabilities, income, expenses, and gains and losses during thereporting period. Actual results could differ from those estimates. Significant estimates include the valuation of investments and investmentincome accruals. The following is a summary of significant accounting policies followed by the Partnership.

(a) Financial instruments – recognition and measurement:

All financial instruments are classified as one of: (a) held-to-maturity; (b) loans and receivables; (c) held-for-trading; (d) available-for-sale;or (e) other liabilities.

The Partnership’s cash, guaranteed investment certificates and receivables are classified as loans and receivables and the Partnership’sliabilities are classified as other liabilities and all are measured initially at fair value and subsequently at amortized cost. Investments arecategorized as held for trading and are measured at fair value, with changes in fair value recorded in the statement of operations.

(b) Valuation of investments:

Investments are measured and reported at their fair value. Fair value measurements are classified using a three-level fair value hierarchy.“Level 1” financial instruments are valued using quoted prices (unadjusted) in active markets for identical assets or liabilities; “Level 2”financial instruments are valued using observable inputs other than quoted prices included in Level 1; “Level 3” financial instruments arevalued using unobservable inputs for the asset or liability.

The change in fair value of investments during the year is included in the statement of operations. Fair values of investments are determinedby management on the basis of the expected realizable value of the investments as at the date of the financial statements if they weredisposed of in an orderly manner over a reasonable period of time, discounted at a discount rate which is appropriate at the date of thefinancial statements to investments in similar companies. There is no active secondary market for many investments which are not publicly-traded, and there is considerable uncertainty and a potentially broad range of outcomes with respect to the future cash flows from theseinvestments. Valuations of such investments are subject to a number of assumptions and uncertainties that may cause actual values realizedon disposal to differ materially from the fair value estimated at any particular time.

(c) Future accounting pronouncements:

The Canadian Accounting Standards Board confirmed that Investment Funds have received a deferral in their transition to InternationalFinancial Reporting Standards (“IFRS”), which will replace Canadian generally accepted accounting principles (Canadian GAAP) forpublicly accountable enterprises. As the Partnership is not a publicly accountable enterprise, it will need to convert to IFRS or toAccounting Standards for Private Enterprises (“ASPE”). Management has not yet decided the most appropriate basis of accounting for thePartnership. This decision will be made prior to the end of the first 2014 quarterly reporting period.

Based on the Manager’s current evaluation of the differences between Canadian GAAP, IFRS and ASPE, the Manager does not expect thatthe net asset value per unit will be impacted by the changeover to either IFRS or ASPE. Currently, the Manager expects that the impact ofthe conversion on the Partnership’s financial statements will be limited to possible presentation changes and note disclosures.

D-52



3. Financial instruments:

Fair value hierarchy:

The following is a summary of the inputs used as of December 31, 2013 in valuing the Partnership’s investments carried at fair values:

2013




inputs(Level 2)



Public securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $— $326,887 $ — $ 326,887Private securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 41,989,448 41,989,448

Total Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $— $326,887 $41,989,448 $42,316,335

2012




inputs(Level 2)



Public securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $— $— $ — $ —Private securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 7,957,965 7,957,965

Total Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $— $— $7,957,965 $7,957,965

During the periods ended December 31, 2013 and 2012 the reconciliation of investments measured at fair value using unobservable inputs(Level 3) is as follows:

2013

PublicSecurities

PrivateSecurities Total

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $— $ 7,957,965 $ 7,957,965Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 35,764,495 35,764,495Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —Net transfers into and/or out of Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (145,970) (145,970)Change in unrealized depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (1,587,042) (1,587,042)

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $— $41,989,448 $41,989,448

2012

PublicSecurities

PrivateSecurities Total

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $— $ — $ —Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 7,947,665 7,947,665Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —Change in unrealized appreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 10,300 10,300

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $— $ 7,957,965 $ 7,957,965



D-53




Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Marketrisk comprises three types of risk: currency risk, interest rate risk and other price risk.


Interest rate risk is the risk that the Partnership’s earnings will be affected by fluctuations in interest rates. The Partnership holds interest-bearingdebt instruments. The Partnership is exposed to the risk that the value of interest-bearing financial instruments will fluctuate due to changes inthe prevailing market interest rates. The Partnership’s interest-bearing debt instruments are impacted by the credit metrics, liquidity and businessfundamentals of the corporate entity with a minimal correlation to interest rates.

Other price risk includes other factors that affect market prices, other than currency and interest risk. This may include the ability of an investeecompany to profitably distribute its products. Most of the companies in which the Partnership invests are dependent upon a single product orindustry. The Partnership manages this risk through careful due diligence prior to committing funds to the investment.

Credit risk

Credit risk is the risk that a counter party will fail to discharge its obligations. The Partnership’s maximum exposure to credit risk is the carryingvalue of debt instruments of $42.0 million on the Statement of Investment Portfolio. Concentration of credit exposure may arise given that thePartnership restricts its investments to a small number of businesses. The Partnership conducts thorough due diligence prior to committing to aninvestment and actively monitors the financial health of its investees on an on-going basis.

The debt instruments held by the Partnership in Genalta Power Inc., Claude Resources Inc. and Questrade Inc. are unrated and relatively illiquidand repayments are dependent on the ability of the underlying businesses to generate sufficient cash flow from operations, refinancings or thesale of assets or equity. The terms of the individual debt instruments and the risks of the underlying businesses are reflected in the fair valuesincluded in the Statement of Investment Portfolio.

Liquidity risk

Liquidity risk is the risk that the Partnership will encounter difficulty in meeting its financial obligations. The Partnership carefully monitors theduration of its investments. However, timing differences may require the Partnership to reduce or delay the payments to investors at maturity. Inthe event of investee default or if required to cover operating expenses, the Partnership can call on undrawn capital even after the expiration ofthe initial two year draw period.

Capital risk and disclosure

Capital risk is the risk that the Partnership will not have access to capital to finance its operations. The Partnership is able to call on its partnersto contribute their uncontributed capital as required to fund investment opportunities and to pay Partnership expenses. The Partnership is notsubject to externally imposed capital requirements.

5. Partners’ net contributions:


Issued and outstanding units are as follows:

Number ofunits Amount

Issuance of partnership units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,450 $ 77,450,000Less: Uncontributed capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (65,832,500)

Contributed Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,450 11,617,500Less: Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Balance, December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,450 11,617,500Contribution of capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 34,852,500Less: Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (2,418,288)Less: Cancelled units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,000) —

Balance, December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,450 $ 44,051,712

D-54



5. Partners’ net contributions (continued):

The Partnership had issued 77,450 partnership units at a cost of $1,000 per unit pursuant to subscription agreements. During 2013, 16,000 unitswere canceled by the Partnership. As of December 31, 2013, a total of $46,470,000 has been contributed to the Partnership. The remainingbalance of $14,980,000 of committed, but uncontributed, capital can be drawn by the Partnership prior to December 31, 2014. In certaincircumstances, such as investee defaults, partnership capital can be called after December 31, 2014. It is management’s expectation that all, orsubstantially all, of the undrawn capital will be drawn prior to December 31, 2014. It is also management’s expectation that all investments willbe liquidated, and partnership assets liquidated by the Manager, by July 1, 2018.


Pursuant to the Partnership agreement, the Partnership pays management fees to the Investment Manager, Crown Capital Partners Inc., formanagement services received during the period (see note 1). In the period, management fees amounted to $1,349,644 (2012 – $711,572) ofwhich $nil is included in accrued expenses at December 31, 2013.


D-55

Pro Forma Consolidated Financial Statements of Crown Capital Partners Inc. as at and for the three monthsended March 31, 2015 and for the year ended December 31, 2014

D-56


Pro Forma Consolidated Statement of Financial PositionAs at March 31, 2015

(unaudited)

Crown NCOF II Adjustments NotesPro

Forma

($ thousands)

AssetsCurrent AssetsCash and Short-Term Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,243 1,716 5,959Investments at Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 48,904 48,904Accrued Interest and Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . 109 3,020 (2,879) 2(a) 250Performance Fee Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1,291 3(b) —

(1,291) 3(b)Prepaid Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 — 9

4,361 53,640 (2,879) 55,122

Long-term Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 — 0Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 — 6Deferred Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 — 2

4,369 53,640 (2,879) 55,130

Liability and Shareholders’ Equity

Current LiabilitiesAccounts Payable and Accrued Liabilities . . . . . . . . . . . . . . . . . . . . . . . 3,914 1,723 (2,879) 2(a) 2,758Performance Fee Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,291 (1,291) 3(b) —Shareholder Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250 — 250Other Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — 1

4,165 3,014 (4,170) 3,009

Long-term LiabilitiesShareholder Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 — 100

Shareholders’ EquityNet Assets Attributable to Limited Partners . . . . . . . . . . . . . . . . . . . . . . — 50,626 (50,626) 2(b) —Non-controlling Interest in NCOF II, LP . . . . . . . . . . . . . . . . . . . . . . . . — — 15,314 2(b) 15,314Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 — 35,312 2(b) 35,312Contributed Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 — 100Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 — 1,291 3(b) 1,295

4,369 53,640 (2,879) 55,130

D-57


Pro Forma Consolidated Statement of IncomeFor the Three Months Ended March 31, 2015

(unaudited)


Forma

($ thousands)

RevenueInvestment Management Fees, Net of Rebates . . . . . . . . . . . . . . . . . 256 — (205) 3(a) 51Performance Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1,291 3(b) —

(1,291) 3(b)Interest For Distribution Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1,128 1,130Net Gain on Investments at Fair Value Through Profit or Loss . . . .Net Change in Unrealized Appreciation in Fair Value of

Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4,438 4,438

258 5,566 (205) 5,619

ExpensesSalaries, Management Fees and Benefits . . . . . . . . . . . . . . . . . . . . . 165 205 (205) 3(a) 165Performance Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,291 (1,291) 3(b) —Professional Fees and Other Expenses . . . . . . . . . . . . . . . . . . . . . . . 92 13 105Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — 1

258 1,509 (1,496) 271

Earnings Before Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 4,057 1,291 5,348Income Taxes

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 — 256 3(c) 256Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 774 3(c) 774

0 — 1,030 1,030

Net Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 4,057 261 4,318

AllocationNon-controlling Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,227 1,227Earnings Attributable to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 2,830 261 3(c) 3,091

0 4,057 261 4,318

D-58


Pro Forma Consolidated Statement of IncomeFor the Year Ended December 31, 2014

(unaudited)


Forma

($ thousands)

RevenueInvestment Management Fees, Net of Rebates . . . . . . . . . . . . . . . . . 1,729 — (1,148) 3(a) 581Interest For Distribution Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3,576 3,584Financing Fees and Other Income . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,560 3,560Net Gain on Investments at Fair Value Through Profit or Loss . . . .Net Change in Unrealized Appreciation in Fair Value of

Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,172 2,172

1,737 9,309 (1,148) 9,897

ExpensesSalaries, Management Fees and Benefits . . . . . . . . . . . . . . . . . . . . . 1,383 1,148 (1,148) 3(a) 1,383Professional Fees and Other Expenses . . . . . . . . . . . . . . . . . . . . . . . 348 41 389Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 — 3

1,734 1,190 (1,148) 1,775

Earnings Before Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 8,119 8,122Income Taxes

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — 1,037 3(b) 1,038Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 — 379 3(b) 379

1 — 1,416 1,417

Net Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 8,119 (1,416) 6,705

AllocationNon-controlling Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,456 2,456Earnings Attributable to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 5,663 (1,416) 3(b) 4,249

2 8,119 (1,416) 6,705

D-59


Notes to Pro Forma Consolidated Financial Statements (unaudited)As at March 31, 2015 and for the year ended December 31, 2014 and the three months ended March 31, 2015

(All amounts in $ thousands unless otherwise specified)

1. Basis of Presentation

The pro forma consolidated financial statements have been prepared to reflect the Rollover Transaction under which the Corporation willacquire units of NCOF II currently managed by the Corporation, in exchange for 3,214,493 Common Shares of the Corporation and inanticipation of listing the shares of the Corporation on a public stock exchange.

The pro forma consolidated financial statements have been prepared from information derived from, and should be read in conjunction with:(i) the audited annual consolidated financial statements of Crown (the “Crown December 31, 2014 Financial Statements”) as at December 31,2014 and 2013 and for each of the years in the three-year period ended December 31, 2014, and the related notes attached thereto, (ii) the interimconsolidated financial statements of Crown (the “Crown March 31, 2015 Financial Statements”) as at March 31, 2015 and for the three-monthperiods ended March 31, 2015 and 2014, and the related notes attached thereto, (iii) the audited annual financial statements of NCOF II (the“NCOF II December 31, 2014 Financial Statements”) as at December 31, 2014 and 2013 and for the years then ended and the related notesattached thereto, and (iv) the interim financial statements of NCOF II (the “NCOF II March 31, 2015 Financial Statements”) as at March 31,2015 and for the three-month periods ended March 31, 2015 and 2014, and the related notes attached thereto, all of which were prepared inaccordance with IFRS. All amounts herein are expressed in Canadian dollars unless otherwise indicated. See Appendix D.

The pro forma financial statements may not be indicative of the results that actually would have occurred if the events reflected therein had beenin effect on the dates indicated or of the results which may be obtained in the future.

Accounting policies used in preparation of the pro forma consolidated financial statements are in accordance with those disclosed in the CrownDecember 31, 2014 Financial Statements and the NCOF II December 31, 2014 Financial Statements.

2. Pro Forma Consolidated Statement of Financial Position Assumptions and Adjustments

The pro forma consolidated statement of financial position gives effect to the Rollover Transaction as if it had occurred on March 31, 2015 asdescribed below:

Rollover Transaction

Immediately prior to Closing of the Offering, it is expected that unitholders who collectively hold approximately 69.8% (46,350) of the units ofNCOF II will exchange their units for 3,214,493 Common Shares of the Corporation. The purchase price of the Rollover Units was determinedby the Crown GP on June 30, 2015 (the “Determination Date”) and is equal to the NAV of NCOF II as of May 31, 2015, (the “NAV Date”), asadjusted to reflect any change in the market price of any publicly-traded securities with a readily determinable price held by NCOF II from theNAV Date to close of trading on the day prior to the Determination Date. The aggregate number of Common Shares to be issued pursuant to theRollover Transaction has been determined by dividing the aggregate purchase price for the Rollover Units by the Offering Price. The RolloverTransaction will result in Crown obtaining a controlling interest in NCOF II and the consolidation of NCOF II’s financial position and operatingresults with those of Crown.

(a) The intercompany accounts payable by the Corporation’s subsidiary, NCOF Inc., to NCOF II at March 31, 2015 have been eliminated.

(b) The total net asset value of the NCOF II units ($50,693) is allocated between Share Capital and Non-controlling Interest in proportion to thenumber of units acquired by Crown and the total of all NCOF II units.

(c) The number of Common Shares issued for the exchanged NCOF II limited partnership units will be determined based on the offering priceof Common Shares issued pursuant to the Offering that is to immediately follow the Rollover Transaction.

3. Pro Forma Consolidated Financial Statement Assumptions and Adjustments

The pro forma consolidated statements of income give effect to the transaction as if it had occurred on January 1, 2014 as described below:

Acquisition of 46,350 Units of NCOF II

Immediately prior to Closing of the Offering, it is expected that unitholders who collectively hold approximately 69.8% (46,350) of the units ofNCOF II will exchange their units for Common Shares. Crown will acquire limited partnership units of NCOF II from certain limited partners inNCOF II (the “Rollover LPs”) in exchange for the issuance of Common Shares. The purchase price of the Rollover Units was determined by theCrown GP on June 30, 2015 (the “Determination Date”) and is equal to the NAV of NCOF II as of May 31, 2015, (the “NAV Date”), asadjusted to reflect any change in the market price of any publicly-traded securities with a readily determinable price held by NCOF II from theNAV Date to close of trading on the day prior to the Determination Date. The aggregate number of Common Shares to be issued pursuant to theRollover Transaction has been determined by dividing the aggregate purchase price for the Rollover Units by the Offering Price.

D-60

The Rollover Transaction will result in Crown obtaining a controlling interest in NCOF II and the pro forma consolidation of NCOF II’sfinancial position and results of operations with those of Crown.

(a) The management fees and performance fees paid or payable by NCOF II to Crown for the year ended December 31, 2014 and the threemonths ended March 31, 2015 have been eliminated.

(b) The Limited Partnership Agreement entitles Crown to participate in distributions by the Fund once distributions to the limited partners havetotaled the full amount of contributed capital plus an 8% annual rate of return, calculated as and from the date of contribution andcompounded annually (the “Hurdle Rate”). Distributions in excess of the contributed capital plus the Hurdle Rate (a “Performance Fee”)will be shared by the limited partners and Crown on an 80/20 ratio, with 20% to Crown and the balance retained for the benefit of limitedpartners. At March 31, 2015, the Partnership accrued a Performance Fee expense and Performance Fee payable of $1,291 (December 31,2014 – $nil) which were eliminated on consolidation. No amounts have been declared by NCOF II to be paid and no Performance Feerevenue has been accrued by Crown at March 31, 2015. All or a portion of any Performance Fee paid by NCOF II to Crown willsubsequently be paid into a bonus pool for distribution to the existing holders of units in the Crown Capital Fund III APBP, which includesCrown employees, advisors and existing shareholders, as an asset performance bonus expense. The Corporation is obligated to pay 100% ofPerformance Fees earned from Crown Capital Fund III pre-Closing to the current holders of units in the Crown Capital Fund III APBP. It isintended that with regard to post-Closing increases in the Performance Fees earned and paid to Crown for Crown Capital Fund III and allPerformance Fees paid to Crown by future Crown Capital Funds, 50% will be subsequently paid into a bonus pool for the Crownmanagement team and the remaining 50% will be retained by Crown. No pro forma adjustment has been made for any asset performancebonus expense. If such adjustment was made based on the intended post-Closing allocation of Performance Fees, the pro forma EarningsAttributable to Owners would be approximately $2,606,693 and total pro forma Earnings would be approximately $3,833,768.

(c) The pro forma consolidation includes amounts for the estimated total income tax accruing on the taxable income attributable to theexchanged NCOF II limited partnership units which will be owned by Crown for the year ended December 31, 2014 and the three monthsended March 31, 2015. The tax rate applied was 25%. The portion of the estimated income taxes accruing as a result of the Net Change inUnrealized Appreciation in Fair Value of Investments (2014 – $379, 2015 – $774) is recorded as Deferred Income Taxes and the balance ofthe estimated income taxes accruing (2014 – $1,037, 2015 – $256) is recorded as Current Income Taxes. The impact of the total income taxaccruing on the 2014 taxable income and taxable income for the three months ended March 31, 2015 attributable to the exchanged units($2,446) is also reflected in pro forma adjustments to Earnings Attributable to Owners.

D-61

APPENDIX EMANAGEMENT’S DISCUSSION AND ANALYSIS

E-1

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTSFOR THE YEAR ENDED DECEMBER 31, 2014


Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results ofoperations and financial condition of the Corporation for the fiscal years ended December 31, 2014, 2013 and 2012.This MD&A should be read in conjunction with the audited annual consolidated financial statements of Crown as atDecember 31, 2014 and 2013, and for each of the years in the three-year period ended December 31, 2014, and therelated notes attached thereto, which were prepared in accordance with IFRS. This MD&A is presented as at the date ofthis prospectus and is current to that date unless otherwise stated. All amounts herein are expressed in Canadian dollarsunless otherwise indicated.

Statement Regarding Forward-Looking Statements and use of Non-IFRS Measures

This MD&A contains forward-looking information within the meaning of Canadian securities laws and applicableregulations. See “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this prospectus.

Overview


Selected Financial Information

The selected financial information for the three months ended March 31, 2015 and the fiscal years endedDecember 31, 2014, 2013 and 2012 set out in the prospectus to which this MD&A is appended has been derived fromCrown’s Financial Statements which appear elsewhere in this prospectus. Crown’s Financial Statements are preparedin accordance with IFRS. The following information should be read in conjunction with those statements and relatednotes.

Overall Performance

In the years presented herein, all except a small portion of earnings were distributed to employees in the form ofbonuses and to shareholders in the form of management fees. Revenues of $2.4 million were recognized in 2012,increasing to $2.5 million in 2013 when management fees were earned on larger amounts of Committed Capital fromall three of the NCOF Funds. Revenues fell to $1.7 million in 2014 as capital was returned to investors and undrawncapital was deducted from Committed Capital for purposes of determining management fees.

Management fees are recognized in revenue net of rebates owed to investors.

Discussion of Operations

As at December 31, 2014, the Corporation provided investment management services to three limited partnershipswith total net assets under management of approximately $86 million. The Corporation earns management feespursuant to management agreements with the limited partnerships. The annual management fees are equal to: (a) inrespect of the period ending on the second anniversary date of the initial closing date of a fund, 1.75% of CommittedCapital; and (b) in respect of the period thereafter, 1.75% of Contributed Capital less any capital distributions andrealized losses. For NCOF II only, by way of an amendment agreed to by the limited partners, the change fromCommitted Capital to Contributed Capital was delayed six months from July 1, 2014 to December 31, 2014, in order toallow additional time for NCOF II to make investments. For NCOF, effective January 1, 2015, Crown voluntarilyreduced its management fees by applying the 1.75% annual rate to an amount equal to the estimated fair value of the

E-2

two remaining investments held by NCOF. The completion in mid-2012 of management agreements with NCOF II, LPand NCOF II (Parallel), LP, combined with the continuing 2011 management agreement with NCOF contributed torevenue growth in 2013 of 6%. Operating costs are mostly fixed with the largest cost being base compensation forpersonnel (other than annual employee bonuses and management fees paid to shareholders).

The following chart sets forth a reconciliation of the management fees earned by Crown for the periods specified:

Crown Capital Partners Inc.

Management Fees Reconciliation

January 1, 2012 – December 31, 2014 2012 2013 2014

Crown Capital Fund I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131,262 47,840 12,000Crown Capital Fund II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228,287 1,574 —Crown Capital Fund III – NCOF LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,479,408 1,291,213 776,340Crown Capital Fund III – NCOF II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 677,687 1,285,375 1,093,596Crown Capital Fund III – NCOF II (P) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175,000 350,000 259,621Other fee revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,167 18,000 13,500

Total management fee revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,710,811 2,994,002 2,155,057less – Insider fee rebates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (271,460) (309,084) (226,751)less – Lead investor rebates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (144,199) (247,758) (199,247)

Total management fees net of rebates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,295,152 2,437,159 1,729,059

In the short term, the primary risk to the Corporation would be if all financing clients repaid their loans and thecapital base for the determination of management fee revenues dropped significantly. In the longer term, an inability toraise and place additional capital on which to charge management fees would be a significant risk.

The 2014 finance fee revenue consisted of five components: (i) the value at the date of issuance of common sharesin a debtor to NCOF II as a restructuring fee, (ii) NCOF II’s pro rata portion of a prepayment fee received upon theearly repayment of a loan (iii) NCOF II’s pro rata portion of loan origination fees paid by a debtor upon closing of aloan to that company, (iv) NCOF II’s pro rata portion of the value at closing of common shares issued by a debtor aspartial compensation for the origination of a loan to that company, and (v) an immaterial adjustment to reconcile a feefrom a loan made in 2013.

Liquidity and Capital Resources

The Corporation, on a segregated basis, retains sufficient capital to ensure it meets the excess working capitalrequirements under securities regulations. This amount was $25,000 for 2012 and 2013 and increased to $100,000 in2014 when Crown registered as an Investment Fund Manager with the Alberta Securities Commission. Aside fromthese minimum requirements, earnings are distributed after year-end in the form of employee bonuses and managementfees to shareholders. Although cash at December 31, 2014 on a consolidated basis totaled $2.7 million, $1.6 million ofthis amount was held by the Crown GP and was payable to the NCOF Funds. Generally, other than amounts held bythe Crown GP for payments to the NCOF Funds, the Corporation accumulates cash from operations throughout theyear and holds this cash until the annual distributions are made early in the following year. The Corporation has verylimited liabilities outside of accrued bonuses and management fees.

The Corporation acquired subordinated shareholder loans in 2012 for $25,000 and an additional $75,000 in 2014.These loans carry no interest, have no set repayment terms and are subordinated to all other creditors.

Off-Balance Sheet Arrangements

The Corporation has no off-balance sheet arrangements.

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Transactions Between Related Parties

Two of the Corporation’s shareholders, the President & CEO and Executive Vice President, work full-time for theCorporation. Their compensation is included in salaries, management fees and benefits expense and, in 2014, totaled$815,134 (2013 – $1,187,890, 2012 – $937,990). The Corporation also pays rent to its primary shareholder for subletspace in its Toronto offices (2014 – $44,669; 2013 – $44,111, 2012 – $43,586) and pays a portion of the costs of theprimary shareholder’s in-house legal counsel. Management fees paid to the Corporation’s primary shareholder in 2014totaled $222,000 (2013 – $415,500, 2012 – $308,400).

The limited partnership agreements for the NCOF Funds entitle the Corporation to participate in distributions byany NCOF Fund once distributions to the limited partners of that fund have totaled the full amount of ContributedCapital plus an 8% annual rate of return, calculated as and from the date of contribution and compounded annually (the“Hurdle Rate”). Distributions in excess of Contributed Capital plus the Hurdle Rate (a “Performance Fee”) will beshared by the limited partners of that fund and the Corporation on an 80/20 ratio, with 20% to the Corporation and thebalance retained for the benefit of the limited partners. No Performance Fee amounts have been accrued or paid as ofDecember 31, 2014.

Critical Estimates and Accounting Policies

The Corporation does not have any critical estimates, judgments or accounting policies.

Financial Instruments and Associated Risks

The Corporation’s primary financial instruments are cash, accounts receivable and accounts payable and accruedliabilities. The fair values of cash, accounts receivable, and accounts payable and accrued liabilities approximatecarrying value due to the short term to maturity of the instruments. The fair value of shareholder loans approximatescarrying value due to the absence of a maturity date.

Risk Factors

Crown operates in a dynamic environment that involves various risks, many of which are beyond Crown’s controland which could have an effect on Crown’s business, revenues, operating results and financial condition. See “RiskFactors” section in this prospectus.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTSFOR THE THREE MONTHS ENDED MARCH 31, 2015


Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results ofoperations and financial condition of the Corporation for the three months ended March 31, 2015 and 2014. ThisMD&A should be read in conjunction with the interim consolidated financial statements of Crown as at March 31,2015 and for the three months ended March 31, 2015 and 2014, and the related notes attached thereto, which wereprepared in accordance with IFRS. This MD&A is presented as at the date of this prospectus and is current to that dateunless otherwise stated. All amounts herein are expressed in Canadian dollars unless otherwise indicated.



Overview



The selected financial information for the three months ended March 31, 2015 and 2014 and the fiscal years endedDecember 31, 2014, 2013 and 2012 set out in the prospectus to which this MD&A is appended has been derived fromCrown’s Financial Statements which appear elsewhere in this prospectus. Crown’s Financial Statements are preparedin accordance with IFRS. The following information should be read in conjunction with those statements and relatednotes.

Overall Performance

In the months presented herein, all except a small portion of earnings were distributed to employees in the form ofbonuses and to shareholders in the form of management fees. Revenues of $257,783 were recognized in the threemonths ended March 31, 2015 compared to $484,763 in the three months ended March 31, 2014. Revenues fell due toreturns of capital to investors and, as per the limited partnership agreements with the NCOF Funds, the basis forearning management fees changed on January 1, 2015 [July 1, 2014 for NCOF II (Parallel)] from Committed Capital toContributed Capital, net of capital returned.

Management fees are recognized in revenue net of rebates owed to investors.


The Corporation currently provides investment management services to three limited partnerships with total assetsunder management as at March 31, 2015 of approximately $84.6 million. The Corporation earns management feespursuant to management agreements with the limited partnerships. The annual management fees are equal to: (a) inrespect of the period ending on the second anniversary date of the initial closing date of a fund, 1.75% of CommittedCapital; and (b) in respect of the period thereafter, 1.75% of Contributed Capital less any capital distributions andrealized losses. For NCOF II only, by way of an amendment agreed to by the limited partners, the change fromCommitted Capital to Contributed Capital was delayed six months from July 1, 2014 to December 31, 2014, in order toallow additional time for NCOF II to make investments. For NCOF, effective January 1, 2015, Crown voluntarilyreduced its management fees by applying the 1.75% annual rate to an amount equal to the estimated fair value of thetwo remaining investments held by NCOF. Operating costs are mostly fixed with the largest cost being basecompensation for personnel (other than annual employee bonuses and management fees paid to shareholders to reducetaxable income).

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The following chart sets forth a reconciliation of the management fees earned by Crown for the periods specified:

Crown Capital Partners Inc.

Management Fees Reconciliation

For the three months ended March 31 2015 2014

Crown Capital Fund I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Crown Capital Fund II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Crown Capital Fund III – NCOF LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,737 246,540Crown Capital Fund III – NCOF II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194,782 268,845Crown Capital Fund III – NCOF II (P) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,625 87,500Other fee revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4,500

Total management fee revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330,144 607,385less – Insider fee rebates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (32,183) (66,554)less – Lead investor rebates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (41,967) (58,049)

Total management fees net of rebates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255,994 482,782

In the short term, the primary risk to the Corporation would be if all financing clients repaid their loans and thecapital base for the determination of management fee revenues dropped significantly. In the longer term, an inability toraise and place additional capital on which to charge management fees would be a significant risk.


The Corporation, on a segregated basis, retains sufficient capital to ensure it meets the excess working capitalrequirements under securities regulations. This amount was $25,000 for the three months ended March 31, 2014 andincreased to $100,000 later in 2014 when Crown registered as an Investment Fund Manager with the Alberta SecuritiesCommission. Aside from these minimum requirements, earnings are distributed after year-end in the form of employeebonuses and management fees to shareholders. Although cash at March 31, 2015 on a consolidated basis totaled$4.2 million, $3.7 million of this amount was held by the Crown GP and was payable to the NCOF Funds. Generally,other than amounts held by the Crown GP for payments to the NCOF Funds, the Corporation accumulates cash fromoperations throughout the year and holds this cash until the annual distributions are made early in the following year.The Corporation has very limited liabilities outside of accrued bonuses and management fees. The Corporationacquired subordinated shareholder loans in 2012 for $25,000 and an additional $75,000 in 2014. These loans carry nointerest, have no set repayment terms and are subordinated to all other creditors. In addition, the shareholders providedshort term demand loans totaling $250,000 in February 2015 in order to ensure sufficient capital was available to fundthe initial costs of the Offering.

Off-Balance Sheet Arrangements

The Corporation has no off-balance sheet arrangements.


Two of the Corporation’s shareholders, the President & CEO and Executive Vice President, work full-time for theCorporation. Their compensation is included in salaries, management fees and benefits expense and, in the threemonths ended March 31, 2015, totaled $77,221 (2014 – $77,221). The Corporation also pays rent to its primaryshareholder for sublet space in its Toronto offices. The total for the three months ended March 31, 2015 was $8,515(2014 – $11,176). The Corporation also pays a portion of the costs of the primary shareholder’s in-house legal counsel.Management fees paid to the Corporation’s primary shareholder in the three months ended March 31, 2015 totaled $nil(2014 – nil).

Though it has been Crown’s practice to accrue annual management fee expenses and management fees payable asa means to reduce taxable income to a nominal amount, such practice will not continue post closing of Crown’s initialpublic offering.

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The limited partnership agreements for the NCOF Funds entitle the Corporation to participate in distributions byany NCOF Fund once distributions to the limited partners of that fund have totaled the full amount of ContributedCapital plus an 8% annual rate of return, calculated as and from the date of contribution and compounded annually (the“Hurdle Rate”). Distributions in excess of Contributed Capital plus the Hurdle Rate (a “Performance Fee”) will beshared by the limited partners of that fund and the Corporation in the following ratios and order of priority:

i. Return of Capital and Costs: First, 100% to the limited partners pro rata in relation to their limitedpartnership units, until the limited partners have received total distributions of current income and dispositionproceeds from all loans/investments that have been realized or disposed of on or prior to the date of thecurrent distribution equal to the limited partner’s Contributed Capital;

ii. 8% Hurdle: Second, 100% to the limited partners pro rata in relation to their Contributed Capital, until totaldistributions of current income and disposition proceeds to the limited partners represent a 8% annual rate ofreturn (calculated as and from the date of contribution and compounded annually) on the limited partners’Contributed Capital; and

iii. 80/20 Split: Thereafter, 80% to the limited partners pro rata in relation to their Contributed Capital and 20%to the Crown GP.

No Performance Fee amounts have been accrued or paid as of December 31, 2014.


The Corporation does not have any critical estimates, judgments or accounting policies.


The Corporation’s primary financial instruments are cash, accounts receivable and accounts payable and accruedliabilities. The fair values of cash, accounts receivable, and accounts payable and accrued liabilities approximatecarrying value due to the short term to maturity of the instruments. The fair value of shareholder loans approximatescarrying value due to the absence of a maturity date.

Proposed Transactions

Crown plans to undertake an initial public offering of its common shares in the second quarter of 2015 pursuant toa brokered prospectus offering. The size and pricing of such offering is yet to be determined.

Immediately prior to Closing, Crown will acquire limited partnership units of NCOF II from certain limitedpartners in NCOF II (the “Rollover LPs”) in exchange for the issuance of 3,214,493 Common Shares. The purchaseprice of the Rollover Units was determined by the Crown GP on June 30, 2015 (the “Determination Date”) and is equalto the NAV of NCOF II as of May 31, 2015, (the “NAV Date”), as adjusted to reflect any change in the market price ofany publicly-traded securities with a readily determinable price held by NCOF II from the NAV Date to close oftrading on the day prior to the Determination Date. The aggregate number of Common Shares to be issued pursuant tothe Rollover Transaction has been determined by dividing the aggregate purchase price for the Rollover Units by theOffering Price.

Risk Factors

Crown operates in a dynamic environment that involves various risks, many of which are beyond Crown’s controland which could have an effect on Crown’s business, revenues, operating results and financial condition. See “RiskFactors” section in this prospectus.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTSFOR THE YEAR ENDED DECEMBER 31, 2014


Management’s Discussion and Analysis (MD&A) is intended to help the reader understand the results ofoperations and financial condition of NCOF II for the fiscal years ended December 31, 2014, 2013, and 2012. ThisMD&A should be read in conjunction with the audited annual financial statements of NCOF II as at December 31,2014, December 31, 2013 and January 1, 2013, and for the years ended December 31, 2014 and 2013, and the relatednotes attached thereto, which were prepared in accordance with IFRS. The MD&A should also be read in conjunctionwith the audited annual financial statements of NCOF II as at and for the years ended December 31, 2013 and 2012,prepared in accordance with previous Canadian GAAP. This MD&A is presented as at the date of this prospectus andis current to that date unless otherwise stated. All amounts herein are expressed in Canadian dollars unless otherwiseindicated.



Overview

NCOF II is a capital pool offering Special Situations Financing to Canadian and select U.S. companies, that areunwilling or unable to obtain suitable financing from traditional capital providers such as banks and private equityfunds. NCOF II is managed by Crown.


The selected audited financial information set out herein for the three months ended March 31, 2015 and the fiscalyears ended December 31, 2014, 2013 and 2012 has been derived from NCOF II’s audited Financial Statements whichappear elsewhere in this prospectus. The following information should be read in conjunction with those statementsand related notes.

Overall Performance

Financing fees increased significantly in 2014 because of the receipt of a financing client’s common shares as arestructuring fee, cash fees and shares from a new financing client and prepayment fees from another financing client.One new financing transaction was completed in 2014 for $22.5 million and another was repaid in the amount of $20.0million. Accordingly, interest income in 2014 and total assets at December 31, 2014 were relatively unchanged on ayear-over-year basis.

Selected Annual Information – Results of Operations

NCOF II was established in mid-2012 and had limited revenues for the year as its first financing transactionclosed in December 2012. Interest revenues increased significantly in 2013 and, to a lesser extent, in 2014 as NCOF IIcompleted an additional financing transaction in April 2013 and another in December 2013. Financing fee revenues in2014 increased significantly in 2014 due to prepayment fees received on one loan that was fully repaid, shares receivedas a restructuring fee and fees related to a new financing transaction completed in December 2014. These financingfees, when combined with a significant increase in unrealized gains on financing transactions, led to an increase in netassets attributable to limited partners in 2014 of $8.1 million ($124.53/unit) compared to December 31, 2013.Management fees expenses in 2014 were $1,148,276 compared to $1,349,644 in 2013. The change was due primarilyto a reduction in Committed Capital resulting from the redemption of 16,000 units in October 2013.

E-8


NCOF II was established in 2012 and closed its first loan in December 2012. All financing transactions areentered into on a pari passu basis with NCOF II (Parallel). This first loan ($20.0 million) was fully repaid in July 2014.Additional financing transactions by NCOF II and NCOF II (Parallel) were originated in April 2013 (for $25.0million), December 2013 (for $10.0 million) and December 2014 (for $22.5 million). NCOF II and NCOF II (Parallel)closed one final pari passu loan (for a total of $4.0 million) in April 2015 and are now fully deployed.

The primary risk factor for NCOF II is credit risk, being the potential inability of one or more financing clients tomeet their obligations to NCOF II. In addition, NCOF II currently holds shares of two companies that were valued at$4.1 million at December 31, 2014. A drop in the value of these shares could reduce the realized and unrealized gainsof NCOF II.


NCOF II ended 2014 with cash and cash equivalents and accrued interest receivable totaling $3.4 million. Theaccrued interest and the vast majority of the accounts receivable were received early in 2015. NCOF II’s cash positionwas sufficient to finance its share of one additional loan that closed in April 2015 and, rather than make a capital callon investors, no quarterly distribution was paid for the fourth quarter of 2014.

NCOF II received 5% of its capital when units were subscribed for and made a cash draw in 2012 for anadditional 10% of Committed Capital. Further cash draws totaling 45% of Committed Capital were completed in 2013and a further draw for 25% of Committed Capital was completed in 2014. NCOF II is not expected to make additionalcapital calls unless required for protective disbursements. With regular interest payments being received, as well asprincipal payments of $300,000 per month, NCOF II is expected to resume quarterly distributions of approximately8% per annum, starting with the first quarter of 2015. Although additional cash draws are provided for in the limitedpartnership agreement, further cash draws are not anticipated.


Pursuant to the Partnership agreement, the Partnership pays monthly management fees, calculated as one-twelfthof 1.75% of the Committed Capital, net of capital returned, of the Partnership, to Crown, for management servicesreceived during the period (see note 1 to the financial statements). During the year, management fees amounted to$1,148,276 (2013 – $1,349,644) of which $nil is included in accrued expenses at December 31, 2014 (December 31,2013 – $nil; January 1, 2013 – $nil).

The Crown GP engaged Norrep Capital to provide administrative services to the Partnership. In the period,administrative fees amounted to $15,120 (2013 – $15,120) of which $1,260 is included in accrued expenses atDecember 31, 2014 (December 31, 2013 – $1,260; January 1, 2013 – $2,100).

Proceeds from loans are initially paid to the Crown GP and then paid by the Crown GP directly to the Partnership.Included in accounts receivable at December 31, 2014 is $1,263,988 (December 31, 2013 – $nil; January 1, 2013 –$nil) receivable from the Crown GP.

The limited partnership agreements entitle the Crown GP to participate in distributions by the Fund oncedistributions to the limited partners have totaled the full amount of Contributed Capital plus an 8% annual rate ofreturn, calculated as and from the date of contribution and compounded annually (the “Hurdle Rate”). Distributions inexcess of the Contributed Capital plus the Hurdle Rate (a “Performance Fee”) will be shared by the limited partnersand the Crown GP on an 80/20 ratio, with 20% to the Crown GP and the balance retained for the benefit of limitedpartners. For the years ended December 31, 2014, 2013 and 2013, the Partnership has accrued a Performance Feeexpense and Performance Fee payable of $nil.

All transactions with related companies are measured at exchange amounts as they occur within the normal courseof business.

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A significant area requiring the use of management estimates is the valuation of loans and investments at fairvalue. The Partnership designates all debt and equity investments at fair value through profit or loss on initialrecognition because it manages these securities on a fair value basis in accordance with its documented strategy.

A three-tier hierarchy is used as a framework for disclosing fair value based on inputs used to value NCOF II’sinvestments. The hierarchy of inputs is summarized below:


Š Inputs other than quoted prices included in Level 1 that are observable for instruments, either directly (i.e., asprices) or indirectly (i.e., derived from prices) (Level 2). This category includes instruments valued using:quoted market prices in active markets for similar instruments, quoted prices for identical or similarinstruments in markets that are considered less than active, or other valuation techniques in which allsignificant inputs are directly or indirectly observable from market data; and

Š Inputs for the instruments that are not based on observable market data (unobservable inputs) (Level 3). Thiscategory includes all instruments for which the valuation technique includes inputs not based on observabledata and the unobservable inputs have a significant effect on the instrument’s valuation. This categoryincludes instruments that are valued based on the quoted prices for similar instruments but for whichsignificant unobservable adjustments or assumptions are required to reflect differences between theinstruments. At December 31, 2014, the total fair value of Level 3 investments was $40.6 million. Thevaluation methodology currently used for the Fund’s level 3 instruments applies a discount rate consideredby the Manager to be appropriate for the circumstances of each instrument to the expected future cash flowsfrom that instrument. This discount rate is an aggregate of the risk-free rate, the BBB Canada Corporate rateand two rates determined by the Manager, a liquidity risk rate and a credit risk rate. The discount rate isupdated on each valuation date.


The Partnership’s primary business is raising capital from individuals and institutions and placing these funds inCanadian and foreign businesses. This financing activity entails exposure to market risk, including currency, interestrate and other pricing risks, credit risk, liquidity risk and capital risk. These risk factors may impact the Partnership’sability to repay its Partner Contributions.

The Partnership conducts thorough due diligence prior to committing to a loan and actively monitors the financialhealth of its financing clients on an on-going basis. In the event of default by a financing client or if required to coveroperating expenses, the Partnership can call on undrawn capital. The Partnership primarily enters into Canadian-dollardenominated loans and therefore does not have any direct exposure to currency risk. The Partnership’s interest-bearingdebt instruments are impacted by the credit metrics, liquidity and business fundamentals of the corporate entity with aminimal correlation to interest rates.

Changes in Accounting Policies including Initial Adoption

As at January 1, 2014, NCOF II adopted IFRS as required in Canada for publicly accountable investment funds.The transition date was January 1, 2013 and 2013 comparatives in the 2014 annual financial statements have beenrestated in accordance with IFRS.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTSFOR THE THREE MONTHS ENDED MARCH 31, 2015


Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results ofoperations and financial condition of NCOF II for the three months ended March 31, 2015 and 2014. This MD&Ashould be read in conjunction with the interim consolidated financial statements of NCOF II as at March 31, 2015 andfor the three months ended March 31, 2015 and 2014 and the fiscal years ended December 31, 2014, 2013 and 2012,and the related notes attached thereto, which were prepared in accordance with IFRS. This MD&A is presented as atthe date of this prospectus and is current to that date unless otherwise stated. All amounts herein are expressed inCanadian dollars unless otherwise indicated.



Overview

NCOF II is a capital pool offering Special Situations Financing to Canadian, and select U.S. companies, that areunwilling or unable to obtain suitable financing from traditional capital providers such as banks and private equityfunds. NCOF II is managed by Crown.


The selected interim financial information set out herein for the three months ended March 31, 2015 and 2014 hasbeen derived from NCOF II’s Financial Statements which appear elsewhere in this prospectus. The followinginformation should be read in conjunction with those statements and related notes.

Overall Performance

Interest for Distribution Purposes in the first quarter of 2015 was relatively unchanged compared to the firstquarter of 2014 as no new financing transactions were completed in the three months ended March 31, 2015. NCOF IIclosed what is expected to be its final new financing transaction in April 2015. Increases in the Fair Values ofinvestments between December 31, 2014 and March 31, 2015, primarily the value of common shares of ClaudeResources Inc. and CRH Medical Corporation held by NCOF II, resulted in a Net Change in Unrealized Appreciationin Fair Value of Investments for the first quarter of 2015 of $4.4 million.

Results of Operations

For the three months ended March 31, 2015, Interest for Distribution Purposes of $1.1 million (2014 – $1.0million) was relatively unchanged compared to the first quarter of 2014. Although a new loan was made in December2014, interest earned on this loan was offset by interest no longer earned on a similar-sized loan repaid in July 2014.The Increase in Net Assets Attributable to Partners for the three months ended March 31, 2015 of $4.1 millioncompared to $2.1 million for the three months ended March 31, 2014 was due almost exclusively to the Net Change inUnrealized Appreciation in Fair Value of Investments. Management fee expenses in the first quarter of 2015 were$204,521 compared to $282,286 in the first quarter of 2014. The decrease was due primarily to the base formanagement fees changing from Committed Capital to Contributed Capital effective January 1, 2015 as per themanagement agreement between NCOF II and the Manager.

A performance fee expense of $1.3 million was accrued in the quarter for performance fees payable to theManager under the terms of the limited partnership agreement.


NCOF II was established in 2012 and made its first loan in December 2012. All financing transactions are enteredinto on a pari passu basis with NCOF II (Parallel). This first loan ($20.0 million) was fully repaid in July 2014.

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Additional financing transactions by NCOF II and NCOF II (Parallel) were originated in April 2013 (for $25.0million), December 2013 (for $10.0 million) and December 2014 (for $22.5 million). NCOF II and NCOF II (Parallel)closed one final pari passu financing transaction (for a total of $4.0 million) in April 2015 and are now fully deployed.

The primary risk factor for NCOF II is credit risk, being the potential inability of one or more financing clients tomeet their obligations to NCOF II. In addition, NCOF II currently holds shares of two companies that were valued at$7.3 million at March 31, 2015, which is an increase from the valuation of these same shares at December 31, 2014which was $4.1 million. A drop in the value of these shares could reduce the realized and unrealized gains of NCOF II.


NCOF II exited March 2015 with cash and cash equivalents and accrued interest receivable totaling $4.7 million.The accrued interest and the vast majority of the accounts receivable were received early in April 2015. NCOF II’scash position was sufficient to finance its share of one additional loan that closed in April 2015 as well as to paydistributions for the fourth quarter of 2014 and the first quarter of 2015 totaling $1.7 million ($25.57 per unit).

NCOF II received 5% of its capital when units were subscribed for and made a cash draw in 2012 for anadditional 10% of Committed Capital. Further cash draws totaling 45% of Committed Capital were completed in 2013and a further draw for 25% of Committed Capital was completed in 2014. NCOF II is not expected to make additionalcapital calls unless required for protective disbursements. Although additional cash draws are provided for in thelimited partnership agreement, further cash draws are not anticipated.


Pursuant to the Partnership agreement, the Partnership pays monthly management fees, calculated as one-twelfthof 1.75% of the Committed Capital, net of capital returned, of the Partnership, to Crown, for management servicesreceived during the period. During the period, management fees amounted to $204,521 (2014 – $282,286).Management fees fell due to returns of capital to investors and, as per the limited partnership agreements with theNCOF Funds, the basis for earning management fees changed on January 1, 2015 from Committed Capital toContributed Capital, net of capital returned.

The Crown GP engaged Norrep Capital to provide administrative services to the Partnership. In the period,administrative fees amounted to $3,780 (2014 – $3,780) of which $1,260 is included in accrued expenses at March 31,2015 (December 31, 2014 – $1,260).

Proceeds from loans are initially paid to the Crown GP and then paid by the Crown GP directly to the Partnership.Included in accounts receivable at March 31, 2015 is $2,878,292 (December 31, 2014 – $1,263,988) due from theManager.

The limited partnership agreements entitle the Crown GP to participate in distributions by the Fund oncedistributions to the limited partners have totaled the full amount of Contributed Capital plus an 8% annual rate ofreturn, calculated as and from the date of contribution and compounded annually (the “Hurdle Rate”). Distributions inexcess of the Contributed Capital plus the Hurdle Rate (a “Performance Fee”) will be shared by the limited partnersand the Crown GP on an 80/20 ratio, with 20% to the Crown GP and the balance retained for the benefit of limitedpartners. For the three months ended March 31, 2015, the Partnership has accrued a Performance Fee expense andPerformance Fee payable of $1,291,393 (December 31, 2014 – $nil). No amounts have been declared to be paid to thedate of these financial statements.


Subsequent event

On April 1, 2015, the Partnership and NCOF II (Parallel) closed a five-year, $4.0 million term loan to a companyin the energy services industry. The loan was made on a pari passu basis using a ratio based on the outstandingContributed Capital of each fund.

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A significant area requiring the use of management estimates is the valuation of loans and investments at fairvalue. The Partnership designates all debt and equity investments at fair value through profit or loss on initialrecognition because it manages these securities on a fair value basis in accordance with its documented investmentstrategy.

A three-tier hierarchy is used as a framework for disclosing fair value based on inputs used to value NCOF II’sloans and investments. The hierarchy of inputs is summarized below:


Š Inputs other than quoted prices included in Level 1 that are observable for instruments, either directly (i.e., asprices) or indirectly (i.e., derived from prices) (Level 2). This category includes instruments valued using:quoted market prices in active markets for similar instruments, quoted prices for identical or similarinstruments in markets that are considered less than active, or other valuation techniques in which allsignificant inputs are directly or indirectly observable from market data; and

Š Inputs for the instruments that are not based on observable market data (unobservable inputs) (Level 3). Thiscategory includes all instruments for which the valuation technique includes inputs not based on observabledata and the unobservable inputs have a significant effect on the instrument’s valuation. This categoryincludes instruments that are valued based on the quoted prices for similar instruments but for whichsignificant unobservable adjustments or assumptions are required to reflect differences between theinstruments. At March 31, 2015, the total fair value of Level 3 investments was $41.2 million. The valuationmethodology currently used for the Fund’s level 3 instruments applies a discount rate considered by theManager to be appropriate for the circumstances of each instrument to the expected future cash flows fromthat instrument. This discount rate is an aggregate of the risk-free rate, the BBB Canada Corporate rate andtwo rates determined by the Manager, a liquidity risk rate and a credit risk rate. The discount rate is updatedon each valuation date.


The Partnership’s primary business is raising capital from individuals and institutions and placing these funds inCanadian and foreign businesses. This financing activity entails exposure to market risk, including currency, interestrate and other pricing risks, credit risk, liquidity risk and capital risk. These risk factors may impact the Partnership’sability to repay its Partner Contributions.

The Partnership conducts thorough due diligence prior to committing to a financing transaction and activelymonitors the financial health of its financing clients on an on-going basis. In the event of default by a financing clientor if required to cover operating expenses, the Partnership can call on undrawn capital. The Partnership primarily entersinto Canadian-dollar denominated financing transactions and therefore does not have any direct exposure to currencyrisk. The Partnership’s interest-bearing debt instruments are impacted by the credit metrics, liquidity and businessfundamentals of the corporate entity with a minimal correlation to interest rates.

Proposed Transactions

Immediately prior to Closing of the IPO, Crown will acquire limited partnership units of NCOF II from certainlimited partners in NCOF II (the “Rollover LPs”) in exchange for the issuance of 3,214,493 Common Shares. Thepurchase price of the Rollover Units was determined by the Crown GP on June 30, 2015 (the “Determination Date”)and is equal to the NAV of NCOF II as of May 31, 2015, (the “NAV Date”), as adjusted to reflect any change in themarket price of any publicly-traded securities with a readily determinable price held by NCOF II from the NAV Dateto close of trading on the day prior to the Determination Date. The aggregate number of Common Shares to be issuedpursuant to the Rollover Transaction has been determined by dividing the aggregate purchase price for the RolloverUnits by the Offering Price.

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Changes in Accounting Policies including Initial Adoption

As at January 1, 2014, NCOF II adopted IFRS as required in Canada for publicly accountable investment funds.The transition date was January 1, 2013 and 2013 comparatives in the 2014 annual financial statements have beenrestated in accordance with IFRS.

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CERTIFICATE OF THE CORPORATION

Dated: June 30, 2015

This prospectus (which includes the marketing materials included or incorporated by reference) constitutes full,true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by thesecurities legislation of each of the provinces of Canada.

(signed) Christopher Johnson (signed) Lyle Bolen

Christopher JohnsonPresident and Chief Executive Officer

Lyle BolenChief Financial Officer

On behalf of the Board of Directors

(signed) George Fowlie (signed) Brent Hughes

George FowlieDirector

Brent HughesDirector

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CERTIFICATE OF THE UNDERWRITERS

Dated: June 30, 2015

To the best of our knowledge, information and belief, this prospectus (which includes the marketing materialsincluded or incorporated by reference) constitutes full, true and plain disclosure of all material facts relating to thesecurities offered by this prospectus as required by the securities legislation of each of the provinces of Canada.

CORMARK SECURITIES INC. BMO NESBITT BURNS INC.

(signed) Roger Poirier (signed) Bradley J. Hardie

Roger PoirierManaging Director

Bradley J. HardieManaging Director

NATIONAL BANK FINANCIALINC.

(signed) Joe Kulic

Joe KulicDirector

CANACCORD GENUITY CORP. RAYMOND JAMES LTD.

(signed) Alan Polak (signed) Sean C. Martin

Alan PolakManaging Director

Sean C. MartinManaging Director

ALTACORP CAPITAL INC. MACKIE RESEARCHCAPITAL CORPORATION

(signed) Jeffrey Fallows (signed) Gage Jull

Jeffrey FallowsManaging Director

Gage JullManaging Director

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