JOHN EDWARD ENTERPRISES INC. FILES EARLY WARNING REPORT

TORONTO, Feb. 12, 2024 /CNW/ - This press release is being disseminated as required by National Instrument 62-103 ? The Early Warning System and Related Take-Over Bid and Insider Reporting Issues pursuant to the filing of an early warning report (the "Early Warning Report") by John Edward Enterprises Inc. ("JEEI") and its joint actor, John E. Peller, regarding the acquisition of securities of Andrew Peller Limited (TSX: ADW.A/ADW.B ) (the "Issuer").

On February 9, 2024, JEEI acquired ownership and control of 821,783 Class A Non-Voting Shares and 1,040,018 Class B Voting Shares in the capital of the Issuer (the "Purchased Shares") by way of a share purchase agreement at a price of $4.41 per Class A Non-Voting Share and $5.45 per Class B Voting Share for an aggregate purchase price of $9,292,163 (the "Transaction").

JEEI is a company controlled by John E. Peller., a director of the Issuer. The Purchased Shares were purchased from Peller Family Enterprises Inc. ("PFEI"), an entity in which JEEI holds an interest and through which JEEI had an indirect interest in the Purchased Shares. As a result of the completion of the Transaction, the Purchased Shares are now held directly by JEEI.

Immediately prior to the closing of the Transaction, JEEI held 4,334,541 Class A Non-Voting Shares and 954,104 Class B Voting Shares of the Issuer, representing approximately 12.30% of the issued and outstanding Class A Non-Voting Shares and 11.72% of the issued and outstanding Class B Voting Shares. As of the date hereof, JEEI holds an aggregate of 5,156,324 Class A Non- Voting Shares and 1,994,122 Class B Voting Shares of the Issuer, representing approximately 14.63% of the issued and outstanding Class A Non-Voting Shares and 24.49% of the issued and outstanding Class B Voting Shares.

In addition, John E. Peller, has direct ownership and control over 90,193 Class A Non-Voting Shares and 90 Class B Voting Shares of the Issuer, representing approximately 0.26% of the issued and outstanding Class A Non-Voting Shares and 0.0011% of the issued and outstanding Class B Voting Shares. JEEI and John E. Peller collectively have ownership and control of an aggregate of 5,246,517 Class A Non-Voting Shares and 1,994,212 Class B Voting Shares of the Issuer, representing approximately 14.89% of the issued and outstanding Class A Non-Voting Shares and 24.49% of the issued and outstanding Class B Voting Shares.

Subject to the terms of the transition agreement referenced below, JEEI may, from time to time, take such actions in respect of its holdings in securities of the Issuer, as it may deem appropriate, in light of the circumstances then existing, including the purchase of additional securities of the Issuer or the disposition of all or a portion of JEEI's shareholdings in the Issuer, subject in each case to applicable securities laws and any contractual restrictions.

In connection with the Transaction, five new directors were appointed to the board of directors of the Issuer (the "Board") and JEEI, PFEI, John E. Peller, and other members of the Peller family entered into a transition agreement with the Issuer, which includes provisions relating to the composition of the Board for a 24-month period, including the right of JEEI to nominate three individuals to the Board, as well as standstill and other provisions.

The Early Warning Report in respect of the Transaction is available on the Issuer's SEDAR+ profile at https://sedarplus.ca/.

SOURCE John Edward Enterprises Inc.