Black Diamond Group Limited — Capital/Financing Update 2025

Jul 1, 2025

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada except Québec but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws. Accordingly, except as permitted by the Underwriting Agreement (as defined herein) and pursuant to an exemption from the registration requirements of the 1933 Act and state securities laws, these securities may not be offered, sold or delivered within the United States (as defined herein) and this short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States. See "Plan of Distribution".

Information has been incorporated by reference in this short form prospectus from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Vice President, Investor & Stakeholder Relations of Black Diamond Group Limited at Suite 1000, 440 – 2nd Avenue S.W., Calgary, Alberta, T2P 5E9, telephone (403) 718-5062, and are also available electronically on SEDAR+ at www.sedarplus.ca.

New Issue

June 30, 2025

PRELIMINARY SHORT FORM PROSPECTUS

$36,855,000

4,050,000 Common Shares

Price: $9.10 per Common Share

This short form prospectus qualifies the distribution of 4,050,000 common shares (the "Firm Shares") of Black Diamond Group Limited ("Black Diamond" or the "Corporation") at a price of $9.10 per Firm Share (the "Offering Price") for total gross proceeds of $36,855,000. The outstanding common shares ("Common Shares") of the Corporation are listed on the Toronto Stock Exchange (the "TSX") under the symbol "BDI". The Corporation has applied to list the Common Shares distributed under this short form prospectus on the TSX. Listing of the Common Shares will be subject to Black Diamond fulfilling all of the listing requirements of the TSX. On June 24, 2025, the last complete trading day on which the Common Shares traded prior to the announcement of the Offering (as defined herein), the closing price of the Common Shares on the TSX was $9.48. On June 27, 2025, the last complete trading day before the date of this short form prospectus, the closing price of the Common Shares on the TSX was $9.65. The Offering Price was determined by negotiation between Black Diamond and the Lead Underwriter (as defined herein), on its own behalf and on behalf of, Canaccord Genuity Corp., BMO Nesbitt Burns Inc., Acumen Capital Finance Partners Limited, Cormark Securities Inc., and Peters & Co. Limited (collectively with the Lead Underwriter, the "Underwriters"), with reference to the prevailing market price of the Common Shares. See "Plan of Distribution".

	Price to the Public	Underwriters' Fee(1)	Net Proceeds to Black Diamond(2)(3)
Per Common Share	$9.10	$0.364	$8.736
Total	$36,855,000	$1,474,200(4)	$35,380,800

Notes:

(1) The Corporation has agreed to pay the Underwriters an aggregate fee equal to 4.0% of the gross proceeds of the Offering but excluding any proceeds from the sale of Common Shares to purchasers on the President's List (as defined in the Underwriting Agreement (as defined herein)). No fee will be payable by the Corporation in respect of the sales to purchasers on the President's List.
(2) After deducting the Underwriters' fee payable by the Corporation and before deducting expenses of the Offering (estimated to be approximately $400,000), which will be paid by the Corporation from the proceeds of the Offering.
(3) The Corporation has granted to the Underwriters an option (the "Over-Allotment Option"), exercisable in whole or in part, at any time, from time to time, until the day that is 30 days following the closing of the Offering, to purchase up to an additional 607,500 Common Shares (the "Option Shares" and, together with the Firm Shares, the "Offered Shares") at the Offering Price on the same terms and conditions as the issuance of the Firm Shares for the purposes of covering the Underwriters' over-allocation position, if any, and for market stabilization purposes. A purchaser who acquires Option Shares forming any part of the Underwriters' over-allocation position acquires those Option

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Shares under this short form prospectus, regardless of whether the Underwriters' over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total Offering, fee payable to the Underwriters and net proceeds to the Corporation (before deducting expenses of the Offering) will be $42,383,250, $1,695,330 and $40,687,920, respectively. This short form prospectus also qualifies the issuance of the Option Shares pursuant to the exercise of the Over-Allotment Option. See "Plan of Distribution".

(4) Assuming no purchases from purchasers on the President's List.

The following sets forth the number of Common Shares that may be issued by Black Diamond pursuant to the Over-Allotment Option:

Underwriters’ Position	Maximum size or number of securities available	Exercise period	Exercise price
Over-Allotment Option	Up to 607,500 Option Shares	At any time during the 30 days following closing of the Offering	$9.10 per Option Share

The Underwriters, as principals, conditionally offer the Offered Shares for sale, subject to prior sale, if, as and when issued by Black Diamond and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement and subject to approval of certain legal matters relating to the Offering on behalf of Black Diamond by Torys LLP and on behalf of the Underwriters by Burnet, Duckworth & Palmer LLP. The Offered Shares shall be taken up by the Underwriters, if at all, on or before a date that is not later than 42 days after the receipt of the final short form prospectus. Black Diamond has been advised by the Underwriters that, in connection with the Offering, the Underwriters may effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those that might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.

BMO Nesbitt Burns Inc. is a direct or indirect wholly-owned subsidiary of a Canadian chartered bank which is a lender to Black Diamond and to which Black Diamond is indebted. Consequently, Black Diamond may be considered to be a connected issuer of this Underwriter for the purposes of securities regulations in certain provinces. See “Relationship Between Black Diamond and a Certain Underwriter”, “Use of Proceeds” and “Consolidated Capitalization”.

The Underwriters propose to offer the Offered Shares initially at the Offering Price. After a reasonable effort has been made to sell all the Offered Shares at the price specified, the Underwriters may subsequently reduce the selling price to purchasers from time to time in order to sell any of the Offered Shares remaining unsold. Any such reduction will not affect the proceeds received by Black Diamond. See “Plan of Distribution”.

Subscriptions for Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Closing of the Offering is expected to occur on or about July 16, 2025 or such other date as Black Diamond and the Lead Underwriter may agree, but in any event, not later than the date that is 42 days after the date of the receipt for this short form prospectus. A purchaser will receive only a customer confirmation from the registered dealer from or through which the Offered Shares are purchased and who is a CDS Clearing and Depository Services Inc. (“CDS”) participant. No certificates will be issued unless specifically requested or required. See “Plan of Distribution”.

An investment in the securities offered hereunder is speculative and involves a high degree of risk. The risk factors identified under the headings "Risk Factors" and "Special Note Regarding Forward-Looking Statements" in this short form prospectus and in the AIF (as defined herein) should be carefully reviewed and evaluated by prospective purchasers before purchasing the securities being offered hereunder. An investment in the Common Shares is suitable only for those purchasers who are willing to risk a loss of their entire investment.

The Offered Shares may be sold only in those jurisdictions where offers and sales are permitted. This short form prospectus is not an offer to sell or a solicitation of an offer to buy the Offered Shares in any jurisdiction where it is unlawful. Purchasers should rely only on the information contained in or incorporated by reference in this short form prospectus. The Corporation and the Underwriters have not authorized anyone to provide purchasers with additional or different information. Purchasers should not assume that the information contained in this short form prospectus is accurate as of any date other than the date of this short form prospectus.

Certain directors of Black Diamond reside outside of Canada. Purchasers are advised that it may not be possible for purchasers to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the party has appointed an agent for service of process. See "Plan of Distribution - Enforcement of Judgments Against Foreign Persons or Companies".

The Corporation's head office is located at Suite 1000, 440 - 2nd Avenue S.W., Calgary, Alberta, T2P 5E9, and its registered office is located at Suite 4600, 525 - 8th Avenue S.W., Calgary, Alberta, T2P 1G1.

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TABLE OF CONTENTS

Page

GLOSSARY OF TERMS ... 1
GENERAL MATTERS ... 2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ... 3
DOCUMENTS INCORPORATED BY REFERENCE ... 5
MARKETING MATERIALS ... 6
BLACK DIAMOND GROUP LIMITED ... 6
DESCRIPTION OF SECURITIES BEING DISTRIBUTED ... 6
CONSOLIDATED CAPITALIZATION ... 6
PRICE RANGE AND TRADING VOLUME ... 7
PRIOR SALES ... 7
PLAN OF DISTRIBUTION ... 9
USE OF PROCEEDS ... 12
RELATIONSHIP BETWEEN BLACK DIAMOND AND A CERTAIN UNDERWRITER ... 12
INTERESTS OF EXPERTS ... 12
ELIGIBILITY FOR INVESTMENT ... 13
RISK FACTORS ... 13
AUDITORS, TRANSFER AGENT AND REGISTRAR ... 13
STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION ... 14
CERTIFICATE OF THE CORPORATION ... C-1
CERTIFICATE OF THE UNDERWRITERS ... C-2

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GLOSSARY OF TERMS

In this short form prospectus, the following terms shall have the meanings set forth below, unless otherwise indicated:

“1933 Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“ABL Facility” has the meaning given to such term under the heading “Consolidated Capitalization”;

“AIF” means the annual information form of Black Diamond dated March 6, 2025 relating to the year ended December 31, 2024;

“Annual MD&A” means the management’s discussion and analysis of Black Diamond for the year ended December 31, 2024;

“Audited Financial Statements” means the audited consolidated financial statements of Black Diamond as at and for the years ended December 31, 2024 and 2023, together with the notes thereto and the auditors’ report thereon;

“Award Plan” means the restricted and performance award incentive plan of the Corporation, as amended from time to time;

“Black Diamond” or the “Corporation” means Black Diamond Group Limited, including where the context requires, its predecessors;

“Board” or “Board of Directors” means the board of directors of Black Diamond, as constituted from time to time;

“Business Day” means any day other than a Saturday, Sunday or statutory holiday in Calgary, Alberta;

“CDS” means CDS Clearing and Depository Services Inc.;

“Common Shares” means the common shares in the capital of Black Diamond;

“DSU” means a deferred share unit granted under the DSU Plan;

“DSU Plan” means the deferred share unit plan of the Corporation, as amended from time to time;

“FHSA” has the meaning given to such term under the heading “Eligibility for Investment”;

“Firm Shares” means the 4,050,000 Common Shares qualified for distribution by this short form prospectus;

“Interim Financial Statements” means the unaudited interim condensed consolidated financial statements of Black Diamond for the three months ended March 31, 2025 and 2024, together with the notes thereto;

“Interim MD&A” means the management’s discussion and analysis of Black Diamond for the three months ended March 31, 2025;

“Lead Underwriter” means Raymond James Ltd.;

“Management” means the executive officers of the Corporation;

“Marketing Materials” has the meaning given to such term under the heading “Documents Incorporated by Reference”;

“NI 41-101” means National Instrument 41-101 – General Prospectus Requirements;

“NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions;

“Offered Shares” means, collectively, the Firm Shares and the Option Shares;

“Offering” means the offering of 4,657,500 Common Shares (comprised of the Firm Shares and the Option Shares) pursuant to this short form prospectus;

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"Offering Price" means $9.10 per Offered Share;

"Options" means the stock options to purchase Common Shares granted under the Share Option Plan;

"Option Shares" means the additional 607,500 Common Shares issuable upon the full exercise of the Over-Allotment Option;

"Over-Allotment Option" means the option granted to the Underwriters to purchase up to 607,500 Common Shares, on the same terms and conditions as the Offering, exercisable in whole or in part, at any time, from time to time, during the 30 days following closing of the Offering, to cover over-allotments, if any, and for market stabilization purposes;

"Performance Awards" means the performance awards granted under the Award Plan;

"Plans" has the meaning given to such term under the heading "Eligibility for Investment";

"RDSP" has the meaning given to such term under the heading "Eligibility for Investment";

"Restricted Awards" means the restricted awards granted under the Award Plan;

"RESP" has the meaning given to such term under the heading "Eligibility for Investment";

"RRIF" has the meaning given to such term under the heading "Eligibility for Investment";

"RRSP" has the meaning given to such term under the heading "Eligibility for Investment";

"Rule 144A" has the meaning given to such term under the heading "Plan of Distribution – United States Sales";

"SEDAR+" means the System for Electronic Document Analysis and Retrieval+;

"Shareholders" means the holders, from time to time, of the Common Shares;

"Share Option Plan" means the share option plan of the Corporation, as amended from time to time;

"Specified Plan" has the meaning given to such term under the heading "Eligibility for Investment";

"Tax Act" means the Income Tax Act (Canada), R.S.C. 1985, c.1, 5th Supplement, as amended, including the regulations promulgated thereunder;

"TFSA" has the meaning given to such term under the heading "Eligibility for Investment";

"TSX" means the Toronto Stock Exchange;

"Underwriters" means, collectively, Raymond James Ltd., Canaccord Genuity Corp., BMO Nesbitt Burns Inc., Acumen Capital Finance Partners Limited, Cormark Securities Inc., and Peters & Co. Limited;

"Underwriting Agreement" means the underwriting agreement dated effective as of June 25, 2025 among Black Diamond and the Underwriters in respect of the Offering; and

"United States" means the United States of America, its territories, its possessions, any state of the United States and the District of Columbia.

GENERAL MATTERS

Purchasers should rely only on the information contained in this short form prospectus and the documents incorporated by reference herein, and are not entitled to rely on parts of the information contained in this short form prospectus and the documents incorporated by reference herein, to the exclusion of others. The Corporation and the Underwriters have not authorized anyone to provide purchasers

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with additional or different information. The information contained on Black Diamond’s corporate website is not intended to be included in or incorporated by reference into this short form prospectus and purchasers should not rely on such information when deciding whether or not to purchase Offered Shares. The Corporation and the Underwriters are not offering to sell the Offered Shares in any jurisdictions where any such offer or sale is not permitted. The information contained in this short form prospectus is accurate only as of the date hereof, regardless of the time of delivery of this short form prospectus or any sale of the Offered Shares. The Corporation’s business, financial condition, results of operations and prospects may have changed since the date of this short form prospectus.

Certain terms used throughout this short form prospectus are defined under the heading “Glossary of Terms”.

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

In this short form prospectus and the documents incorporated by reference herein, unless otherwise indicated, all dollar amounts are expressed in Canadian dollars. References to “$”, “Cdn$”, “dollars” or “Canadian dollars” are to Canadian dollars.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements included in this short form prospectus and the documents incorporated by reference herein are forward-looking statements. These statements relate to future events or the Corporation’s future performance. All statements contained herein that are not clearly historical in nature are forward-looking, and the words “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “propose”, “predict”, “potential”, “continue”, or the negative of these terms or other comparable terminology are generally intended to identify forward-looking statements. Such statements represent the Corporation’s internal projections, estimates or beliefs concerning, among other things, an outlook on the estimated amounts and timing of capital expenditures, anticipated future debt levels and revenues or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. These statements are only predictions. Actual events or results may differ materially. In addition, this Annual Information Form may contain forward-looking statements attributed to third party industry sources.

Forward-looking statements included in this short form prospectus and the documents incorporated by reference herein include, but are not limited to, statements with respect to:

• the completion and timing of the Offering;
• the expected net proceeds from the Offering and the Corporation’s intended use thereof;
• the exercise of the Over-Allotment Option and the use of proceeds therefrom;
• the expected trend of macroeconomic conditions and their impact on the Corporation’s operations;
• the economic life of the Corporation’s assets;
• the Corporation’s business and operations strategy;
• the Corporation’s future growth and profitability;
• the Corporation’s anticipated results of operations and performance;
• the Corporation’s business prospects and opportunities; and
• realization of the anticipated benefits of acquisitions.

Although the Corporation believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements because the Corporation cannot give assurance that such expectations will prove to be correct. The Corporation cannot guarantee future results, levels of activity, performance, or achievements. Moreover, the Corporation assumes no responsibility for the outcome of the forward-looking statements. Forward-looking statements are based on current expectations, estimates and projections that involve several risks and uncertainties which could cause actual results to differ materially from those anticipated by the Corporation and described in the forward-looking statements. Prospective investors should carefully consider the information contained under the heading “Risk Factors” in this short form prospectus and the AIF and all other information included herein and therein before making investment decisions regarding the Common Shares.

The Corporation’s actual results could differ materially from those anticipated in these forward-looking statements because of the risk factors set forth below and elsewhere in this short form prospectus and the documents incorporated by reference herein:

• completion of the Offering;
• the Corporation may not use the proceeds from the Offering as described in this short form prospectus;

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• volatility of industry conditions;
• dependence on agreements and contracts;
• competition;
• credit risk;
• information technology systems and cyber security;
• vulnerability to market changes;
• operating risks and insurance;
• weakness in industrial construction and infrastructure developments;
• weakness in natural resource industries;
• access to additional financing;
• dependence on suppliers and manufacturers;
• reliance on key personnel;
• workforce availability;
• market price of Common Shares;
• safety performance;
• expansion into new activities;
• government regulation;
• failure to realize anticipated benefits of acquisitions and dispositions;
• inflationary price pressure;
• environmental liability;
• environmental regulation of the Corporation’s customers;
• environmental disasters;
• Indigenous relationships;
• dilution;
• disease outbreaks;
• variations in foreign exchange rates and interest rates;
• foreign operations;
• dependence on operating permits;
• maturity of the ABL Facility;
• management of growth;
• seasonality in certain customer markets;
• litigation;
• potential replacement or reduced use of products and services;
• income taxes;
• conflicts of interest;
• restrictive covenants and leverage; and
• forward-looking statements may prove inaccurate.

With respect to forward-looking statements contained in this short form prospectus and the documents incorporated by reference herein, the Corporation has made assumptions regarding, among other things, the completion of the Offering; that counterparties will perform on contracts entered into with the Corporation; that the Corporation will be able to obtain equity and debt financing on satisfactory terms and civil and industrial construction activity remains substantially in line with current forecasts; that public education enrollment and demographic trends will be in line with current forecasts; that natural resource prices, including, without limitation, oil, natural gas, coal, iron ore and other base metals and other commodities will be substantially in line with current price forecasts; that the Corporation will be able to market its services successfully to current and new customers; that the Corporation will be able to obtain labour and other industry services at reasonable rates; that interest and foreign exchange rates will not vary materially from current levels; and that existing regulatory regimes will continue without material modification. Management has included the above summary of assumptions and risks related to forward-looking statements included in this short form prospectus and the documents incorporated by reference herein to provide readers with a more complete perspective on the Corporation’s future operations. Readers are cautioned that these statements may not be appropriate for other purposes.

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this short form prospectus and the documents incorporated by reference herein are expressly qualified by this cautionary statement.

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The forward-looking statements in this short form prospectus and the documents incorporated by reference herein are made as of the dates of the respective documents and the Corporation disclaims any intent or obligation to update publicly any forward-looking statements, whether because of new information, future events or results or otherwise, other than as required by applicable securities laws.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Vice President, Investor & Stakeholder Relations of Black Diamond at Suite 1000, 440 – 2nd Avenue S.W., Calgary, Alberta, T2P 5E9, telephone (403) 718-5062. In addition, copies of the documents incorporated herein by reference may be obtained from the securities commissions or similar authorities in Canada through the SEDAR+ website at www.sedarplus.ca.

The following documents of Black Diamond, filed with the various securities commissions or similar authorities in the provinces of Canada, are specifically incorporated by reference into and form an integral part of this short form prospectus:

1. the AIF;
2. the Audited Financial Statements;
3. the Interim Financial Statements;
4. the Annual MD&A
5. the Interim MD&A
6. the management information circular of the Corporation dated March 21, 2025 relating to the annual meeting of Shareholders held on May 13, 2025;
7. the management information circular of the Corporation dated March 22, 2024 relating to the annual and special meeting of Shareholders held on May 9, 2024; and
8. the "template version" (as such term is defined NI 41-101) of the term sheet of the Corporation dated June 25, 2025 with respect to the Offering (the "Marketing Materials").

Any documents of the type required by NI 44-101 to be incorporated by reference in a short form prospectus including any material change reports (excluding confidential reports), condensed consolidated interim financial statements, annual consolidated financial statements and the auditors' report thereon, management's discussion and analysis of financial condition and results of operations, information circulars, annual information forms and business acquisition reports filed by Black Diamond with the securities commissions or similar authorities in the provinces of Canada subsequent to the date of this short form prospectus and prior to the termination of this distribution are deemed to be incorporated by reference in this short form prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this short form prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this short form prospectus.

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MARKETING MATERIALS

The Marketing Materials are not part of this short form prospectus to the extent that the contents of the Marketing Materials have been modified or superseded by a statement contained in the final short form prospectus. Any “template version” of any “marketing materials” (each as defined in NI 41-101) that has been, or will be, filed on SEDAR+ after the date of this short form prospectus and before the termination of the distribution under the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated into this short form prospectus.

BLACK DIAMOND GROUP LIMITED

Black Diamond is a specialty rentals and industrial services company with two operating business units - Modular Space Solutions (MSS) and Workforce Solutions (WFS). The Corporation operates in Canada, the United States and Australia. MSS, through its principal brands, BOXX Modular, Britco, C.L. Martin, MPA Systems, and Schiavi, owns a large rental fleet of modular buildings of various types and sizes. Its network of local branches rent, sell, service, and provide ancillary products and services to a diverse customer base in the construction, education, industrial, financial, and government sectors. WFS owns a large rental fleet of modular accommodation assets of various types and sizes. Its regional operating terminals rent, sell, service, and provide ancillary products and services including turnkey operated camps to a wide array of customers in the resource, infrastructure, construction, disaster recovery, migrant housing, homelessness and education sectors. The WFS business unit also includes the Corporation’s wholly owned subsidiary, LodgeLink, which operates a digital marketplace for business-to-business crew accommodation, travel, and logistics services in North America and Australia. For more information, see “General Development of the Business” and “Description of the Business” in the AIF.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Black Diamond is authorized to issue an unlimited number of Common Shares. Holders of Common Shares are entitled to vote at meetings of Shareholders on the basis of one vote per Common Share, to receive dividends if, as and when declared by the Board and to receive pro rata the remaining property and assets of Black Diamond upon its dissolution or winding-up. As of the date hereof, 62,107,333 Common Shares were outstanding.

CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of Black Diamond as at March 31, 2025, both before and after giving effect to, the Offering. The following table should be read in conjunction with the Interim Financial Statements and Interim MD&A.

Description	Authorized as at March 31, 2025	Outstanding as at March 31, 2025 prior to giving effect to the Offering (unaudited)(1)	Outstanding as at March 31, 2025 after giving effect to the Offering (without giving effect to the exercise of the Over-Allotment Option) (unaudited)(1)(2)	Outstanding as at March 31, 2025 after giving effect to the Offering and the exercise of the Over-Allotment Option in full (unaudited)(1)(2)(3)
Loan Capital(4)	$425.0 million	$229.3 million	$194.3 million	$189.0 million
Common Shares(5)	Unlimited	62,159,622
($383.6 million)	66,209,622
($418.5 million)	66,817,122
($423.9 million)

Notes:

(1) Includes 835,257 Common Shares held in trust for the Corporation and which are used to settle amounts owing under the Award Plan and the DSU Plan.

(2) Based on the issuance of 4,050,000 Offered Shares pursuant to the Offering for aggregate gross proceeds of $36,855,000 less the Underwriters’ fee of $1,474,200 and after deducting expenses of the Offering (estimated to be approximately $400,000). Assuming no purchases from purchasers on the President’s List. See also “Use of Proceeds” below.

(3) Based on the issuance of 607,500 Offered Shares pursuant to the exercise of the Over-Allotment Option for additional gross proceeds of $5,528,250 less the additional Underwriters’ fee of $221,130.

(4) The Corporation has an asset-based revolving credit facility (the “ABL Facility”) of up to $425 million with syndicate of Canadian chartered banks. The available amount at any given time under the ABL Facility is based on 85%-90% of the net orderly liquidation value of eligible rental fleet and qualified receivables, up to $425 million and has a maturity date of February 20, 2030. The Corporation also has bank term

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loans which have fixed interest rates from 3.05% - 3.79%, mature between July 2026 and December 2026, and are secured by equipment specific to the term loan. For more information on the ABL Facility and the term loans, see “Principal Debt Instruments” in the Interim MD&A.

(5) Does not include Common Shares issuable pursuant to outstanding Options, Restricted Awards or Performance Awards. As at March 31, 2025, there were 5,078,661 Options, 226,901 Restricted Awards and 175,866 Performance Awards outstanding. See “Prior Sales”. DSUs are paid out, in either cash and/or Common Shares purchased by the Corporation on the TSX, after the director ceases to be a member of the Board.

PRICE RANGE AND TRADING VOLUME

The Common Shares trade on the TSX under the trading symbol “BDI” and on the OTCQX Best Market under the symbol “BDIMF”. The following table sets forth the price range and trading volume of the Common Shares as reported by the TSX for the periods indicated.

Period	High	Low	Volume
2024
June	$8.16	$7.40	1,055,646
July	$9.30	$7.91	967,276
August	$10.20	$8.25	1,771,213
September	$10.27	$9.27	1,295,447
October	$9.81	$8.89	1,320,175
November	$9.63	$8.44	1,294,767
December	$9.49	$8.70	873,171
2025
January	$9.46	$8.90	687,544
February	$9.18	$7.86	753,414
March	$9.23	$7.88	947,206
April	$9.03	$7.60	545,720
May	$9.80	$8.03	1,290,238
June 1 to 27	$9.86	$9.20	903,234

PRIOR SALES

The following table summarizes the issuances of Common Shares and securities convertible into Common Shares for the 12 months prior to the date hereof.

Date of Issue	Number and Designation of Securities	Issue(Value)/Exercise Price
Convertible Securities
March 17, 2025	1,159,177 Options	$8.36
March 17, 2025	1,380,000 Options	$8.91
March 17, 2025	104,632 RSUs	$8.36
Common Shares (RSU Vesting)(1)
March 14, 2025	55,525 Common Shares	$4.36
March 14, 2025	35,808 Common Shares	$6.65
March 14, 2025	23,260 Common Shares	$9.02
Common Shares (Option Exercise)(2)
August 7, 2024	54,000 Common Shares	$1.29
August 8, 2024	5,000 Common Shares	$1.29
August 12, 2024	4,000 Common Shares	$3.31

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Date of Issue	Number and Designation of Securities	Issue(Value)/Exercise Price
August 20, 2024	20,000 Common Shares	$1.77
August 20, 2024	7,500 Common Shares	$1.29
August 21, 2024	7,500 Common Shares	$1.29
August 26, 2024	80,000 Common Shares	$1.77
August 29, 2024	20,000 Common Shares	$1.77
November 27, 2024	8,000 Common Shares	$1.29
November 28, 2024	2,000 Common Shares	$1.29
November 28, 2024	10,000 Common Shares	$1.29
November 28, 2024	10,000 Common Shares	$1.29
November 29, 2024	700 Common Shares	$1.29
December 3, 2024	2,000 Common Shares	$1.29
December 3, 2024	10,000 Common Shares	$1.29
December 5, 2024	10,000 Common Shares	$1.29
December 6, 2024	5,000 Common Shares	$1.29
December 6, 2024	5,300 Common Shares	$1.29
December 16, 2024	40,000 Common Shares	$1.29
December 16, 2024	24,000 Common Shares	$1.29
December 17, 2024	24,000 Common Shares	$1.29
January 6, 2025	9,000 Common Shares	$1.29
January 6, 2025	10,000 Common Shares	$1.29
January 8, 2025	10,000 Common Shares	$3.31
January 10, 2025	63,000 Common Shares	$1.29
March 10, 2025	9,000 Common Shares	$1.29
March 13, 2025	54,000 Common Shares	$1.29
March 13, 2025	23,000 Common Shares	$1.29
March 20, 2025	30,000 Common Shares	$3.31
April 3, 2025	14,000 Common Shares	$3.31
April 8, 2025	45,000 Common Shares	$3.31
April 9, 2025	38,000 Common Shares	$3.31
April 14, 2025	25,000 Common Shares	$3.31
May 7, 2025	15,000 Common Shares	$4.36
May 14, 2025	20,000 Common Shares	$4.36
May 15, 2025	20,000 Common Shares	$6.65
May 16, 2025	19,100 Common Shares	$6.65
May 20, 2025	900 Common Shares	$6.65
May 26, 2025	200 Common Shares	$4.36
May 27, 2025	10,000 Common Shares	$3.31
May 27, 2025	24,800 Common Shares	$4.36
June 9, 2025	300 Common Shares	$4.36
June 9, 2025	25,000 Common Shares	$4.36
June 10, 2025	6,700 Common Shares	$4.36

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Date of Issue	Number and Designation of Securities	Issue(Value)/Exercise Price
June 12, 2025	1,506 Common Shares	$4.36
June 12, 2025	6,990 Common Shares	$6.65

Notes:

(1) Common Shares issued upon vesting of RSUs pursuant to the Award Plan.
(2) Common Shares issued upon exercise of Options pursuant to the Share Option Plan.

PLAN OF DISTRIBUTION

General

In accordance with the Underwriting Agreement, the Corporation has agreed to issue and sell an aggregate of 4,050,000 Firm Shares at the Offering Price and the Underwriters have severally, and not jointly nor jointly and severally, agreed to purchase such Firm Shares on the closing of the Offering, payable in cash to the Corporation against delivery of the Firm Shares and subject to compliance with all necessary legal requirements and terms and conditions of the Underwriting Agreement.

The Corporation has granted to the Underwriters the Over-Allotment Option, exercisable at the Underwriters’ sole discretion at any time, in whole or in part, for a period of 30 days following the closing of the Offering, to purchase from the Corporation, at the Offering Price, up to an additional 607,500 Option Shares (representing 15% of the Firm Shares being offered under this short form prospectus) for the purpose of covering over-allotments, if any, and for market stabilization purposes. The Corporation has agreed to pay the Underwriters’ fee in respect of any Option Shares sold on exercise of the Over-Allotment Option, and to reimburse the Underwriters for certain expenses relating to the Offering. If the Over-Allotment Option is exercised in full, the total price to the public, Underwriters’ fee and net proceeds to the Corporation will be $42,383,250, $1,695,330 and $40,687,920, respectively. This short form prospectus qualifies any additional Option Shares sold under the distribution of the Over-Allotment Option and any purchaser who acquires Option Shares sold pursuant to the exercise of the Over-Allotment Option and any purchaser who acquires Common Shares forming part of the Underwriters’ over-allocation position acquires those Common Shares under this short form prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

The Corporation has applied to list the Offered Shares on the TSX. Listing of the Offered Shares will be subject to Black Diamond fulfilling all of the listing requirements of the TSX.

If the Offering closes on or before July 16, 2025, as is anticipated, purchasers of Offered Shares will be entitled to receive the dividend expected to be paid by the Corporation on or about October 15, 2025, if and when declared by the Board of Directors, to Shareholders of record at the close of business on or about September 30, 2025, provided that such purchasers continue to hold the Offered Shares on September 30, 2025. For further details on the Corporation’s dividend policy and the restrictions on Corporation’s ability to pay dividends, see “Recent Developments” and “Dividends” in the AIF.

The obligations of the Underwriters under the Underwriting Agreement are several and not joint nor joint and several, and may be terminated at their discretion upon the occurrence of certain stated events. If an Underwriter fails to purchase the Offered Shares which it has agreed to purchase, the remaining Underwriter or Underwriters may terminate their obligation to purchase their allotment of Offered Shares, or may, but are not obligated to, purchase the Offered Shares not purchased by the Underwriter or Underwriters which fail to purchase. The Underwriters are, however, obligated to take up and pay for all Offered Shares if any are purchased under the Underwriting Agreement. In addition, the Corporation has agreed to indemnify the Underwriters and their respective shareholders, directors, officers, employees and agents against certain liabilities.

The Underwriters may form a selling group with other registered investment dealers to market a portion of the Offering. Any fees payable to members of such selling group will be paid by the Underwriters out of the Underwriters’ fee.

The Corporation has agreed, subject to certain limited exceptions, not to directly or indirectly issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to or announce any intention to, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, any additional Common Shares or any securities convertible or exchangeable into Common Shares, other than pursuant to: (i) the Over-Allotment Option; (ii) the grant or exercise of Options pursuant to the Share Option Plan; (iii) the grant or vesting of Restricted Awards or Performance Awards pursuant to the Award Plan; (iv) the exercise of convertible securities outstanding

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as of June 25, 2025; (v) the Corporation’s dividend reinvestment plan; and (vi) an arm’s length acquisition of assets or securities of a company, for a period of 90 days from the closing of the Offering, without the prior written consent of the Lead Underwriter, on its own behalf and on behalf of the other Underwriters, such consent not to be unreasonably withheld.

The Offering is being made in each of the provinces of Canada except Québec. The Offered Shares will be offered in each of such provinces of Canada through those Underwriters or their affiliates who are registered to offer the Offered Shares for sale in such provinces and such other registered dealers as may be designated by the Underwriters. Subject to applicable law, the Underwriters may offer the Offered Shares outside of Canada.

The Corporation and the Underwriters have agreed that up to 200,000 Offered Shares may be allocated by the Corporation to insiders of the Corporation and other purchasers identified by the Corporation to the Lead Underwriter (such purchasers constituting the President’s List).

Pricing of the Offering

The Offering Price was negotiated between the Corporation and the Lead Underwriter. Among the factors considered in determining the Offering Price were the following:

• the market price of the Common Shares;
• prevailing market conditions;
• historical performance and capital structure of the Corporation;
• estimates of the business potential and earnings prospects of the Corporation;
• availability of comparable investments;
• an overall assessment of Management; and
• the consideration of these factors in relation to market valuation of companies in related businesses.

Commissions and Expenses

The Corporation has agreed to pay the Underwriters an aggregate fee equal to 4.0% of the gross proceeds of the Offering but excluding any proceeds from the sale of Common Shares to purchasers on the President’s List. No fee will be payable by the Corporation in respect of the sales to purchasers on the President’s List. The following table shows the Underwriters’ fee per Offered Share and in the aggregate that the Corporation will pay to the Underwriters (assuming no purchases from purchasers on the President’s List):

	Over-Allotment Option Not Exercised	Over-Allotment Option Fully Exercised
Per Offered Share	$0.364	$0.364
Total	$1,474,200	$1,695,330

The Underwriters propose to offer the Offered Shares initially at the Offering Price. After a reasonable effort has been made to sell all of the Offered Shares at the Offering Price, the Underwriters may subsequently reduce the selling price to purchasers from time to time in order to sell any of the Offered Shares remaining unsold. In the event the selling price of the Offered Shares is reduced, the compensation received by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters to the Corporation for the Offered Shares. Any such reduction will not affect the net proceeds received by the Corporation.

Certificates

Subscriptions for Offered Shares will be received subject to rejection or allotment in whole or in part. It is anticipated that the Offered Shares will be registered in the name of CDS or its nominee and will be deposited with CDS at closing of the Offering, which is expected to occur on or about July 16, 2025 or such other date as Black Diamond and the Lead Underwriter may agree, but in any event, not later than the date that is 42 days after the date of the receipt for this short form prospectus. A purchaser will receive only a customer

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confirmation from the registered dealer from or through which the Offered Shares are purchased and who is a CDS participant. No certificates will be issued unless specifically requested or required.

Price Stabilization and Passive Market-Making

In connection with the Offering and subject to applicable laws, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at a level other than that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

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

As a result of these activities, the price of the Offered Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on any stock exchange on which the Common Shares are listed, in the over-the-counter market, or as otherwise permitted by applicable law.

United States Sales

The Offered Shares have not been and will not be registered under the 1933 Act or the securities laws of any state of the United States. Accordingly, the Offered Shares may not be offered, sold or delivered, directly or indirectly, in the United States except in accordance with the Underwriting Agreement and pursuant to an exemption from the registration requirements of the 1933 Act and applicable US state securities laws. The Underwriting Agreement permits the Underwriters, through their US registered broker-dealer affiliates, to offer and sell Offered Shares in the United States to "qualified institutional buyers" (as defined in Rule 144A under the 1933 Act ("Rule 144A")) pursuant to Rule 144A and similar exemptions under applicable US state securities laws. The Underwriting Agreement also provides that the Underwriters will offer the Offered Shares outside the United States only in accordance with Regulation S under the 1933 Act. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Shares within the United States.

In addition, until 40 days after the commencement of the Offering, an offer or sale of the Offered Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the 1933 Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the 1933 Act. The Offered Shares sold in the United States will be "restricted securities" within the meaning of Rule 144 under the 1933 Act.

Enforcement of Judgments Against Foreign Persons or Companies

Certain directors of Black Diamond reside outside of Canada. Such directors named below have appointed the following agents for service of process:

Name of Director	Name and Address of Agent
Leilani Latimer	Torys LLP, 4600, 525 – 8th Avenue S.W., Calgary, Alberta, T2P 1G1
Barbara Kelley	Torys LLP, 4600, 525 – 8th Avenue S.W., Calgary, Alberta, T2P 1G1

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the party has appointed an agent for service of process.

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USE OF PROCEEDS

The net proceeds to Black Diamond from the sale of the Firm Shares are estimated to be $34,980,800 after deducting the fees of $1,474,200 payable to the Underwriters (assuming no purchases from purchasers on the President’s List) and the estimated expenses of the Offering of approximately $400,000. If the Over-Allotment Option is exercised in full, the aggregate net proceeds of the Offering are estimated to be $40,287,920 after deducting the fee of $1,695,330 payable to the Underwriters (assuming no purchases from purchasers on the President’s List) and estimated expenses of the Offering of approximately $400,000. See “Plan of Distribution”.

All of the net proceeds of the Offering (including any proceeds from the Over-Allotment Option) will initially be used to reduce indebtedness under the ABL Facility, which may be subsequently redrawn to fund any or all of the following: capital expenditures; strategic acquisitions, including but not limited to acquisitions of businesses operating in the industries of modular space rentals, workforce accommodation, travel and travel technology; organic growth initiatives, including but not limited to acquisitions of modular space rental fleet assets and ancillary equipment and workforce accommodation rental fleet assets comprised of large format and small format camps and ancillary equipment; working capital; and for general corporate purposes.

The Corporation’s current indebtedness under the ABL Facility has been incurred in the normal course of business and operations in connection with funding of capital and other expenditures made by the Corporation. See “General Development of the Business” in the AIF incorporated by reference herein. For further details on the ABL Facility, see “Relationship between Black Diamond and a Certain Underwriter” and “Consolidated Capitalization”.

The business objective that Management expects to accomplish using the net proceeds of the Offering is to reduce indebtedness under the ABL Facility and to continue to fund its operating and growth strategy as set forth under the heading “Description of the Business – Business Strategy” in the AIF. There is no significant event or milestone that must occur for the aforementioned objective to be accomplished.

Although the Corporation intends to expend the net proceeds from the Offering as set forth above based on the current knowledge and planning by Management, there may be circumstances where for sound business reasons, a reallocation of funds may be deemed prudent or necessary, and may vary materially from that set forth above.

RELATIONSHIP BETWEEN BLACK DIAMOND AND A CERTAIN UNDERWRITER

BMO Nesbitt Burns Inc. is a direct or indirect wholly-owned subsidiary of a Canadian chartered bank which is a lender to Black Diamond and to which Black Diamond is indebted under the ABL Facility. Consequently, Black Diamond may be considered to be a connected issuer of this Underwriter under applicable securities laws.

As of the date hereof, approximately $243 million is drawn under the ABL Facility. Black Diamond is in compliance with all terms of the agreements governing the ABL Facility and the lenders under the ABL Facility have not waived any breach by Black Diamond thereunder since the ABL Facility was extended and increased. Except as a result of macroeconomic factors that are not specific to the Corporation, including changes in commodity prices, neither Black Diamond’s financial position nor the value of the security granted in relation to the ABL Facility has materially changed, in an adverse manner, since the indebtedness was incurred under the ABL Facility. The ABL Facility is collateralized by a general security agreement from Black Diamond, a guarantee and general security agreement from each of its material subsidiaries and a pledge of the equity interests owned by Black Diamond in such material subsidiaries. For further details on the ABL Facility, see “Consolidated Capitalization”.

The decision to distribute the Offered Shares offered hereunder and the determination of the terms of the distribution were made through negotiations primarily between Black Diamond and the Lead Underwriter, on its own behalf and on behalf of the other Underwriters. The lenders under the ABL Facility did not have any involvement in such decision or determination, but has been advised of the issuance and terms thereof. As a consequence of this issuance, BMO Nesbitt Burns Inc. will receive its respective share of the Underwriters’ fee.

INTERESTS OF EXPERTS

Certain legal matters relating to the Offering will be passed upon by Torys LLP on behalf of Black Diamond, and by Burnet, Duckworth & Palmer LLP on behalf of the Underwriters. As at the date hereof, the partners and associates of Torys LLP, as a group, and Burnet, Duckworth & Palmer LLP, as a group, each own, directly or indirectly, less than 1% of the Common Shares, respectively.

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ELIGIBILITY FOR INVESTMENT

In the opinion of Torys LLP, counsel to Black Diamond, and Burnet, Duckworth & Palmer LLP, counsel to the Underwriters, if acquired on the date hereof, the Offered Shares would be qualified investments for trusts governed by a registered retirement savings plan ("RRSP"), registered retirement income fund ("RRIF"), registered disability savings plan ("RDSP"), deferred profit sharing plan, tax-free savings account ("TFSA"), registered education savings plan ("RESP") or first home savings account ("FHSA"), provided that the Offered Shares are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSX) or Black Diamond is a "public corporation" as defined in the Tax Act.

Notwithstanding that the Offered Shares may be a "qualified investment" for a trust governed by a RRSP, RRIF, RESP, RDSP, FHSA or TFSA (each a "Specified Plan"), the annuitant, the subscriber or the holder of the Specified Plan, as the case may be, will be subject to a penalty tax if such Offered Shares are a "prohibited investment" for the purposes of the Tax Act. The Offered Shares will generally be a "prohibited investment" if the annuitant, the subscriber or the holder of the Specified Plan, as applicable: (i) does not deal at arm's length with Black Diamond for the purposes of the Tax Act; or (ii) has a "significant interest" in Black Diamond, within the meaning of the Tax Act. However, the Offered Shares will generally not be a prohibited investment if they are "excluded property" as defined in the Tax Act for the purposes of the prohibited investment rules for a Specified Plan. Holders and annuitants should consult their own tax advisors to ensure that the Offered Shares would not be a prohibited investment for a Specified Plan.

RISK FACTORS

Risk factors relating to Black Diamond are discussed in the AIF, which is incorporated by reference in this short form prospectus. These risk factors, together with all of the other information included or incorporated by reference in this short form prospectus, should be carefully reviewed and considered before a decision is made to invest in the securities offered hereunder. Such risks may not be the only risks facing Black Diamond. Additional risks not currently known, including those which the Corporation has deemed immaterial, may also negatively impact Black Diamond's business operations, financial condition and results of operation, cash flows and prospects. In addition to such risk factors, prospective purchasers should consider the following risk:

Forward-Looking Statements May Prove to be Inaccurate

Investors are cautioned not to place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. Additional information on the risks, assumptions and uncertainties can be found in this short form prospectus under the heading "Special Note Regarding Forward-Looking Statements".

Market Price of the Common Shares

While the Corporation has applied for approval to list the Offered Shares on the TSX, there can be no assurance that an active market price for the Offered Shares will be sustained after this Offering. Factors such as fluctuations in the Corporation's operating results, the result of any public announcements made by the Corporation, and general market conditions can also have an adverse effect on the market price of the Corporation's securities, including the Offered Shares. The trading price of the Common Shares could be subject to large fluctuations, which may be based on factors unrelated to the Corporation's financial performance or prospects.

Use of Proceeds

Although the Corporation intends to expend the net proceeds from the Offering as set forth under "Use of Proceeds" based on the current knowledge and planning by Management, there may be circumstances where for sound business reasons, a reallocation of funds may be deemed prudent or necessary, and may vary materially from that set forth above. The failure by Management to apply these funds effectively could have a material adverse effect on the business of the Corporation.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of Black Diamond are Ernst & Young LLP, Chartered Accountants, Suite 2200, 215 - 2nd Street S.W., Calgary, Alberta, T2P 1M4. Ernst & Young LLP is independent of Black Diamond within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta.

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The transfer agent and registrar for the Common Shares is Odyssey Trust Company at its principal offices in Calgary, Alberta and Toronto, Ontario.

STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two Business Days after the later of: (a) the date that the Corporation (i) filed the prospectus or any amendment on SEDAR+ and a receipt is issued and posted for the document and (ii) issued and filed a news release on SEDAR+ announcing that the document is accessible through SEDAR+; and (b) the date that the purchaser or subscriber has entered into an agreement to purchase the securities or a contract to purchase or a subscription for the securities. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal advisor.

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C-1

CERTIFICATE OF THE CORPORATION

Dated: June 30, 2025

This short form prospectus, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the Provinces of Canada except Québec.

(signed) “Trevor Haynes”
Chairman, President and Chief Executive Officer

(signed) “Toby LaBrie”
Executive Vice-President and Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) “Robert Wagemakers”
Director

(signed) “Robert J. Herdman”
Director

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C-2

CERTIFICATE OF THE UNDERWRITERS

Dated: June 30, 2025

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the Provinces of Canada except Québec.

RAYMOND JAMES LTD.

(signed) “Kelly Hughes”
Managing Director, Investment Banking

CANACCORD GENUITY CORP.

(signed) “Todd Radons”
Director, Investment Banking

BMO NESBITT BURNS INC.

(signed) “Greg Stadnyk”
Managing Director, Investment Banking

ACUMEN CAPITAL FINANCE PARTNERS LIMITED

(signed) “Jason Tucker”
Managing Director, Investment Banking

CORMARK SECURITIES INC.

(signed) “Erik Pederson”
Managing Director, Investment Banking

PETERS & CO. LIMITED

(signed) “Callum Moore”
Managing Director, Corporate Finance