Introduction

Spark Power Announces Closing of the Sale of Bullfrog Power to Envest Corp.

Spark Power Announces Closing of the Sale of Bullfrog Power to Envest Corp.

OAKVILLE, ONTARIO – November 30, 2022 — Spark Power Group Inc. (TSX: SPG), parent company of Spark Power Corp. (“Spark Power” or the “Company”), is pleased to announce the closing of the previously announced sale of its Bullfrog Power Inc. business unit (“Bullfrog”), including its United States business carried on through Bullfrog Solutions USA Inc., and its subsidiary companies, on November 30, 2022. Bullfrog is being acquired by a wholly owned subsidiary of Envest Corp. (“Envest”), for total all-cash proceeds of up to $35.0 million, subject to customary adjustments and including an earnout of up to $3.5 million, payable over a maximum of five years. Proceeds from the transaction will be used to reduce Spark Power’s debt and fund working capital needs.

Bullfrog, founded in 2005, is Canada’s trusted sustainability solutions provider, offering businesses and homeowners access to electricity from clean, renewable sources through Renewable Energy Credits (REC’s), Power Purchase Agreements (PPA’s) and energy efficiency services. Through its history, Bullfrog has helped customers displace over two million tonnes of CO2 emissions and has serviced over 1,500 businesses and 10,000 homes. For the trailing twelve months ended September 30, 2022, Bullfrog generated revenue representing approximately 5% of Spark Power’s total revenue over this period. Bullfrog was acquired by Spark Power in 2018.

Envest is a privately-owned independent energy producer based in Toronto, ON and an arm’s length party to Spark Power.

“We believe that this transaction is an excellent strategic outcome for all parties involved, including for all of Bullfrog’s great employees,” said Richard Jackson, President & CEO of Spark Power. “Notably, proceeds from the transaction will facilitate near-term deleveraging and strengthening of Spark Power’s balance sheet, while also providing Spark Power with additional liquidity to support growth in the next stage of the Company’s maturity as we launch our new 2025 Let’s Grow Better Strategy in the coming months. The transaction will also further streamline our business, allowing us to focus on our core Technical Services and Renewables businesses. We look forward to continuing to partner with Bullfrog on future
opportunities under its new ownership. We believe that Bullfrog is a very complementary business to Envest and anticipate that both Bullfrog and Envest will benefit as a result of this transaction.”

Jason Moretto, President & CEO of Envest, commented on the transaction, “We are excited to welcome Bullfrog into our operations. The transaction will provide significant immediate benefits to all parties involved, and allow Spark Power, Bullfrog and Envest to achieve new goals and realize growth opportunities. We thank the Spark Power leadership for an efficient and organized transactional process.”

Spark Power and Envest will work closely together over the next 90 days to facilitate a seamless transition of the Bullfrog business, with a focus on ensuring continuity for both the customers and the employees of Bullfrog.

About Spark Power Group Inc.
Spark Power, a wholly owned subsidiary of Spark Power Group Inc. (TSX: SPG), is a leading independent provider of end-to-end electrical contracting, operations and maintenance services, and energy sustainability solutions to the industrial, commercial, utility, and renewable asset markets in North America. We work to earn the right to be our customers’ Trusted Partner in Power™. Our highly skilled and dedicated people, located in the communities we serve, combined with our knowledge of the power industry, technology expertise, and commitment to safety, ensures we deliver the right solutions that keep our customers’ operations up and running today and better equipped for tomorrow. Learn more at www.sparkpowercorp.com.

About Envest Corp.
Envest Corp. is an independent energy producer delivering private utility and recycling solutions to industry and government. Envest finances, builds, owns and operates turnkey clean energy systems tailored to customers’ objectives in mission critical environments. Envest’s mission is to create safe, sustainable, reliable and cost-  competitive infrastructure to produce clean forms of energy through resource recovery and other carbon emission reduction strategies. Envest uses renewable and natural resources to provide clean distributed energy and bioenergy infrastructure. Learn more at www.envestcorp.com.

Forward-Looking Statements
This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect Spark Power’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, and other similar expressions. The forward-looking statements in this press release include statements by Messr. Jackson with respect to the Company’s future liquidity and growth and  opportunities for Spark to work with Bullfrog. The forward-looking statements in this news release are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Several factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Such factors include, among others: currency fluctuations; disruptions or changes in the credit or security markets; results of operations; and general developments, market and industry conditions, and those risks disclosed in the Company’s annual information form for the year ended December 31, 2021 available on the Company’s profile at www.sedar.com. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, Spark Power assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Investor and Regulatory Inquiries:
Richard Perri, Executive Vice President & Chief Financial Officer
richard.perri@sparkpowercorp.com
+1 (905) 829-3336

Media Inquiries:
April Currey, VP, Sales & Marketing
media@sparkpowercorp.com
+1 (365) 228-1023