AUTOCANADA APPOINTS SAM COCHRANE AS INTERIM CHIEF EXECUTIVE OFFICER, PAUL ANTONY TRANSITIONS FROM HIS ROLE AS EXECUTIVE CHAIR AND DIRECTOR TO PURSUE OTHER OPPORTUNITIES IN AUTOMOTIVE TECHNOLOGY AND DATA

EDMONTON, AB, Oct. 28, 2025 /CNW/ – AutoCanada Inc. (“AutoCanada” or the “Company”) (TSX: ACQ), a multi-location North American automobile dealership group, announced today the appointment of the Company’s Chief Financial Officer, Sam Cochrane, to the role of Interim Chief Executive Officer. Concurrently with Mr. Cochrane’s appointment as interim CEO, Paul Antony is transitioning out of his role as AutoCanada’s Executive Chair and as a director of the Company.

“Sam is an experienced and widely respected executive who understands our business. He has played a key role alongside the Board in running the company since my transition from Executive Chair was announced by AutoCanada in July and is well-positioned to continue providing leadership while the Board focuses on the search for a permanent CEO,” said Mr. Antony. “I was brought in to build a team and turn the Company around,” said Antony. “AutoCanada is now in the strongest position for growth that it’s ever been in. The future looks very bright for the Company. It’s a dynamic time for the sector, and I’m ready for the next opportunity”.

Mr. Antony has generously agreed to support Mr. Cochrane and any Chief Executive Officer appointed by AutoCanada’s board of directors for a transitionary period until December 31, 2026, pursuant to an advisory agreement with AutoCanada on customary terms. His family office remains the second largest shareholder of AutoCanada. Mr. Antony’s depth of experience with AutoCanada and the automotive industry, and his strong relationships with AutoCanada’s OEM business partners, will be invaluable to ensuring a successful transition for the Company’s leadership team.

“Sam’s deep knowledge of our business and strong relationships with our team and stakeholders position him well to lead during this important time,” said Chris Harris, Lead Independent Director. “With this important piece in place, the Board can focus our attention on finding a highly qualified successor to continue to grow our business and build on the strong foundation Paul has established for long-term growth and value creation.”

The Board thanks Paul for his leadership and vision, and looks forward to working with Paul to advance and support AutoCanada’s strategy and deliver further value for all stakeholders. The Board has confidence that Mr. Cochrane and the Company’s management team are well positioned to lead AutoCanada into its next phase and to execute the Company’s strategic plan with Paul’s continued guidance and support.

In connection with Mr. Antony’s transition, Chris Harris has been appointed Chair of the AutoCanada Board. In addition, Peter Hong will be transitioning out of his role as Chief Strategy Officer & General Counsel of the Company later this year.  Following his departure from the Company, he will provide transition support for the Company for the same term as Mr. Antony’s advisory agreement.

Arrangements with Mr. Antony

The transition agreement entered into between Mr. Antony and AutoCanada provides that Mr. Antony will receive:

• A lump sum payment for severance in accordance with his employment arrangements, plus other accrued salary and vacation entitlements, less applicable withholdings;
• Vesting and settlement of Mr. Antony’s 706 outstanding deferred share units, less applicable withholdings, through the delivery of common shares held in the Company’s share purchase trust;
• Vesting of 328,617 stock units accelerated from December 2026 to the earlier of June 2026 or the exercise of the Dealership Option (described below). These stock units may be settled in cash in certain circumstances;
• Mr. Antony may elect to have his stock options cash settled concurrent with the completion of the Dealership Sale (described below), subject to the approval of the TSX. The Board may decline to pay cash if considered advisable, and will only cash settle such stock options in connection with the Dealership Sale to Mr. Antony; and
• AutoCanada has agreed to waive the remaining term of the contractual hold period on certain shares of the Company beneficially owned by Mr. Antony.

AutoCanada has also concurrently agreed to grant Mr. Antony an option (the “Dealership Option”) to acquire a Porsche dealership in London, Ontario, including associated lands and buildings and certain vacant lands in Windsor, Ontario (collectively, the “Dealership”) for a purchase price equal to the greater of the Company’s aggregate cost of such assets and the fair market value of such assets (determined by third party appraisers), in each case plus certain adjustments which are customary in the industry and on other customary terms and conditions (the “Dealership Sale”). The Dealership Option may be exercised prior to December 31, 2026. AutoCanada has also agreed to grant Mr. Antony a right of first refusal on customary terms to acquire the Dealership if the Company receives an offer to acquire such assets prior to December 31, 2026 that it is prepared to accept. If the Dealership Option is exercised, the completion of the Dealership Sale will be subject to receipt of third party approvals, including OEM and lender approval, as well as applicable regulatory approvals.

The Company has also granted to a company controlled by Mr. Antony a multi-year license to certain collision and mechanical data in exchange for an upfront and annual license fee and certain other covenants (the “Data Licensing Arrangement”).

Mr. Antony and the Company have agreed to customary mutual releases and Mr. Antony has also agreed to certain customary covenants in favour of the Company in connection with his transition and the receipt of the payments and other benefits contemplated in his transition agreement.

Certain of the arrangements provided for in Mr. Antony’s transition agreement will be subject to third party consent, including the consent of the Company’s lenders.

Related Party Transaction Disclosure

Each of the Dealership Sale and the Data Licensing Arrangement (collectively, the “Transactions”) is a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) under Canadian securities laws. Each of these Transactions and the other terms of Mr. Antony’s transition agreement has been reviewed and considered by AutoCanada’s Human Resources Committee consisting of Rhonda English, Stephen Carlisle and Christopher Harris (the “HRC”), each of whom is independent, and in consultation with the other independent directors of the Company. The HRC has recommended to the full Board (with Mr. Antony abstaining) that these arrangements with Mr. Antony are, in the aggregate, fair and reasonable to, and in the best interests of, AutoCanada. The consideration for the Dealership Sale, if the Dealership Option is exercised, will represent fair market value to the Company and the terms of the Dealership Sale were negotiated at arm’s length. The Company has completed preliminary analysis to assess the fair market value of the Dealership and the purchase agreement in respect of that transaction will include a mechanism to obtain appraisals from independent third parties. Furthermore, in relation to the Dealership Sale, the transaction could help reduce the aggregate cash amounts that may become payable to Mr. Antony by AutoCanada in connection with his stock options and stock units in a manner that aligns with the Company’s capital allocation strategy. The Data Licensing Arrangement was also negotiated at arm’s length and, under that arrangement, the Company will receive license fees for its data and has preserved the ability to use its data internally and to license it for unrelated and non-competing purposes. The HRC believes that the transition and advisory agreements taken as a whole will facilitate the transition of Mr. Antony’s leadership of, and financial and ownership interest in, AutoCanada in a manner that ensures Mr. Antony’s continued support of AutoCanada’s management and important OEM relationships for a reasonable transition period.

The terms of Mr. Antony’s transition arrangements and advisory agreement, as described in this press release, have been the subject of meetings and discussions among members of the HRC, in consultation with other independent members of the Board. Discussions with Mr. Antony relating to his departure from AutoCanada have been ongoing since the announcement by the Company on July 11, 2025 of Mr. Antony’s desire to transition from his role as Executive Chair. The frequency of these meetings and consultations accelerated in September so that Mr. Antony may redirect his primary focus to other business ventures given his confidence in the trajectory of AutoCanada’s business and his confidence in Mr. Cochrane’s ability to lead the Company during the continuing search for a permanent CEO. Given the constructive and facilitative nature of all discussions with Mr. Antony, and his commitment to the continued success of AutoCanada through the advisory arrangements that have been negotiated, the HRC has formalized the principal terms of Mr. Antony’s transition arrangements and advisory agreement in a manner that facilitates the objectives of the Company and of Mr. Antony and has recommended such arrangements to the Board as fair and reasonable to, and in the best interests of, AutoCanada. The Audit Committee has also reviewed the Transactions as part of the Company’s related party transaction policy. At a Board meeting held earlier today, the Board received the report and recommendation of the HRC and unanimously voted to approve each of the Transactions, the transition agreement, the advisory agreement and all related arrangements as fair and reasonable to, and in the best interests of, AutoCanada. Mr. Antony abstained from voting in respect of these matters.

AutoCanada has relied on the exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101 in connection with the Transactions. AutoCanada is exempt from the formal valuation and minority shareholder approval requirements in sections 5.4 and 5.6 of MI 61-101, respectively, pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the Board has determined that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Transactions exceeds 25% of the Company’s market capitalization. The Company did not file the material change report in respect of the related party transactions at least 21 days before the closing of certain of the Transactions, which is reasonable in the circumstances as the Transactions are being entered into on a timeline dictated by Mr. Antony’s transition.

If Mr. Antony’s stock options and Stock Units are ultimately cash settled, Mr. Antony is expected to own approximately 1,554,158 shares, or 6.7% of AutoCanada’s issued and outstanding shares, upon settlement of his outstanding entitlements as contemplated in his transition agreement. Absent the cash settlement of Mr. Antony’s stock options and stock units, Mr. Antony could own up to 2,882,775 shares, or 11.9% of AutoCanada’s issued and outstanding shares calculated on a partially diluted basis. The Company has agreed to grant to Mr. Antony “piggy-back” registration rights on customary terms in the event the Company pursues a prospectus offering of common shares in the next 18 months. The Company does not have any current plans to complete a public offering of common shares.

A material change report will be filed in connection with this press release. Any shareholder of the Company who wishes to receive a copy of the material change report may obtain a copy without charge by contacting the Company’s Interim Chief Executive Officer, Samuel Cochrane, at the address set forth below.

Forward Looking Statements

Certain statements contained in this press release are forward-looking statements and information (collectively “forward-looking statements”), within the meaning of the applicable Canadian securities legislation. We hereby provide cautionary statements identifying important factors that could cause actual results to differ materially from those projected in these forward-looking statements. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, or future events or performance (often, but not always, through the use of words or phrases such as “anticipate”, “expect”, “could”, “should”, “plan”, “seek”, “may”, “intend”, “likely”, “will”, “believe”, “shall” and similar expressions) and the financial outlook with respect to the transformation plan are not all historical facts and are forward-looking and may involve estimates and assumptions and are subject to risks, uncertainties and other factors some of which are beyond our control and difficult to predict.

Forward-looking statements in this press release include: Mr. Antony’s continued support of the transition of AutoCanada’s executive leadership team in accordance with the terms of his advisory agreement, the potential that Mr. Antony will exercise the Dealership Option, the potential that AutoCanada will complete the Dealership Sale to Mr. Antony, the terms of the agreement to be entered into by the Company and Mr. Antony relating to the Dealership Sale including the purchase price payable by Mr. Antony pursuant to such agreement, the expected timeline to complete the Dealership Sale, the potential set-off of amounts payable by AutoCanada to Mr. Antony against the purchase price payable by Mr. Antony pursuant to the Dealership Sale to reduce the total cash outlay by the Company resulting from Mr. Antony’s transition, the receipt of TSX approval to permit the cash settlement of Mr. Antony’s stock options, and the potential ownership of shares by Mr. Antony as a result of the Transactions contemplated in the transition agreement or otherwise.

The Company’s Annual Information Form and other documents filed with securities regulatory authorities (accessible through the SEDAR website at www.sedarplus.ca) describe the risks, material assumptions and other factors that could influence actual results and which are incorporated herein by reference. The assumptions underlying forward looking statements in this press release include assumptions relating to the fair market value of the Dealership and related assets, the total cost to AutoCanada of the Transactions and compensation payable to Mr. Antony resulting from his transition agreement, the continued support by Mr. Antony of AutoCanada’s management transition throughout the term of his advisory agreement and the receipt of all third party approvals required to effect the transactions contemplated in this press release.

Accordingly, these factors could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. Therefore, any such forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this press release and in the Company’s Annual Information Form and other documents filed with securities regulatory authorities.

When relying on our forward-looking statements to make decisions with respect to AutoCanada, investors and others should carefully consider the preceding factors, other uncertainties and potential events. Any forward-looking statements are provided as of the date of this press release and, except as required by law, AutoCanada does not undertake to update or revise such statements to reflect new information, subsequent or otherwise. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

About AutoCanada

AutoCanada’s Canadian Operations segment operates 64 franchised dealerships in Canada, comprised of 23 brands, in eight provinces. AutoCanada currently sells Acura, Audi, BMW, Buick, Cadillac, Chevrolet, Chrysler, Dodge, Ford, GMC, Honda, Hyundai, Infiniti, Jeep, Kia, Mazda, Mercedes-Benz, MINI, Nissan, Porsche, Ram, Subaru, and Volkswagen branded vehicles. AutoCanada’s Canadian Operations segment also operates three independent used dealerships and 15 stand-alone collision centres within our group of 31 collision centres. In 2024, our Canadian dealerships sold approximately 85,000 new and used retail vehicles. Our collision centres offer an opportunity for the Company to retain customers at every touchpoint within the automotive ecosystem.

AutoCanada’s U.S. Operations segment, operating as Leader Automotive Group, operates 13 franchised dealerships comprised of 9 brands, in Illinois, USA. Leader currently sells Audi, Hyundai, Kia, Lincoln, Mercedes-Benz, Porsche, Subaru, Toyota, and Volkswagen branded vehicles.

Additional Information

Additional information about AutoCanada is available at the Company’s website at www.autocan.ca and on SEDAR+ at www.sedarplus.ca.

SOURCE AutoCanada Inc.