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Just Energy Names New COO, CFO, & New Chief Commercial Officer

Just Energy Announces the Closing of its Recapitalization Plan and Reconstitution of the Board of Directors

September 28, 2020

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Copyright 2010-20
Reporting by Paul Ring •

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Just Energy Group Inc. announced changes to its senior management team

The Company has named Michael Carter as Chief Financial Officer. Carter, a 20-year industry veteran, previously served as Senior Vice President, Corporate Planning and Assistant Treasurer and Senior Vice President, Corporate Development at Energy Future Holdings Corporation (the predecessor of the parent company of Vistra Corporation). Carter also previously served as Chief Financial Officer and Senior Vice President, Customer Operations and IT at TXU Energy. Carter most recently served as Senior Vice President, Finance at Hunt Power & Hunt Utility Services, an affiliate of Hunt Consolidated, Inc.

Jim Brown, who had been serving as CFO of Just Energy, has been named the Company’s new Chief Commercial Officer with the overall responsibility for delivering the Company’s gross margin. Brown has been with Just Energy for over seven years

Scott Fordham has been promoted to serve as Just Energy's new Chief Operating Officer, with responsibility for all retail operations and customer satisfaction. Fordham joined Just Energy in early 2020 and has held the role of Senior Vice President-Finance and Chief Accounting Officer. Fordham previously served as Chief Executive Officer and President of Champion Energy Services. Fordham also previously served as President of Acclaim Energy

Just Energy Group Inc. also today announced the closing of its previously reported recapitalization plan (the "Recapitalization") and the reconstitution of its board of directors (the "Board").

"With the closing of our Recapitalization, Just Energy can confidently move forward with a solid financial position, focused on executing our strategy and serving our clients," said R. Scott Gahn, Just Energy’s President and Chief Executive Officer.

The slate of seven previously reported director candidates were appointed to the Board upon closing of the Recapitalization.

• Marcie Zlotnik (new)
• Steven Murray (new)
• James Bell (new)
• Anthony Horton (new)
• Stephen Schaefer (new)
• R. Scott Gahn (incumbent)
• Dallas Ross (incumbent)

Just Energy said that the Recapitalization provided for, among other things:

• The consolidation of the Company’s common shares (TSX:JE; NYSE:JE) on a 1-for-33 basis. The Company’s common shares will begin trading on the TSX and the NYSE on a post-consolidation basis at the market open on September 29, 2020;

• The exchange of C$160 million 6.75% convertible unsecured senior subordinated debentures due December 31, 2021 (TSX: JE.DB.C) and C$100 million 6.75% convertible unsecured senior subordinated debentures due March 31, 2023 (TSX: JE.DB.D) (collectively, the "Convertible Debentures") for new common shares and new subordinated notes. The Convertible Debentures will be delisted from the TSX at the market close on September 28, 2020;

• The exchange of the Company’s existing senior unsecured term loan due September 12, 2023 (the "Term Loan") and the Company’s remaining convertible bonds due December 31, 2020 (the "Eurobonds") for a new term loan due March 2024 with initial interest to be paid-in-kind and new common equity;

• The exchange of all 8.50%, fixed-to-floating rate, cumulative, redeemable, perpetual preferred shares (TSX: JE.PR.U) (NYSE: JE.PRA) (the "Preferred Shares") for new common shares. The Preferred Shares will be delisted from the TSX and the NYSE at the market close on September 28, 2020;

• The Company’s existing senior secured credit facility was amended to provide for an extension of C$335 million credit facilities by three years to December 2023, with revised covenants and a schedule of commitment reductions throughout the term;

• Holders of Just Energy’s existing Term Loan, Eurobonds Convertible Debentures, Preferred Shares and common shares as of July 23, 2020 were entitled to subscribe for post-consolidation common shares at a price per share of C$3.412. The equity subscription option received interest from all security classes, with subscriptions totaling 15,174,950 common shares which resulted in cash proceeds for Just Energy of approximately C$52 million. Pursuant to the previously announced backstop commitments, the backstop parties have acquired the remaining common shares not subscribed for by eligible holders under the equity subscription option, totaling 14,137,580 common shares, on a post-consolidation basis. The aggregate proceeds from the equity subscription option are approximately C$100 million and will be used to reduce debt and for general corporate purposes;

• The issuance of C$3.67 million of common shares by way of an additional private placement to the Company’s term loan lenders at the same subscription price available to all securityholders pursuant to the new equity subscription offering;

• The settlement of litigation related to the 2018 acquisition of Filter Group Inc. pursuant to which shareholders of the Filter Group received an aggregate of $1.8 million in cash and 429,958 common shares; and

• Implementation of a new management equity incentive plan that will permit the granting of various types of equity awards, including stock options, share appreciation rights, restricted shares, and deferred shares.

The aforementioned new subordinated notes were issued to the holders of Just Energy’s Convertible Debentures in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, and will be "restricted securities" subject to applicable resale restrictions thereunder.

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