Calian Group Ltd. — Capital/Financing Update 2020

Feb 14, 2020

Calian Group Ltd.

Treasury Offering of Common Shares

February 14, 2020

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Prospective investors should be aware that the purchase of Common Shares may have tax consequences that may not be fully described in the final base shelf prospectus or in any prospectus Supplement, and should carefully review the tax discussion, if any, in the applicable prospectus supplement and in any event consult with a tax adviser.

An investment in the Common Shares is subject to a number of risks. See “Risk Factors” in the final base shelf prospectus for a more complete discussion of these risks.

Calian is not making an offer of the Common Shares in any jurisdiction where such offer is not permitted.

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Terms and Conditions
Issuer:	Calian Group Ltd. (“Calian” or the “Company”).
Offering:	Treasury offering (the “Offering”) of 1,364,000 common shares of the Company (the
“Common Shares”).
Offering Price:	C$44.00 per Common Share (the “Offering Price”).
Offering Amount:	C$60,016,000, prior to the Over-Allotment Option.
Over-Allotment Option:	The Company has granted the Underwriters an option, exercisable, in whole or in part, at
any time not later than the 30	[th]	day following the Closing Date, to purchase up to an
additional 15% of the Offering at the Offering Price to cover over-allotments, if any.
Use of Proceeds:	The net proceeds of the Offering will be used to pursue strategic growth initiatives and
for general corporate purposes.
Form of Offering:	Public offering in all provinces of Canada by way of a prospectus supplement to the base
shelf prospectus of the Company dated January 31, 2020. U.S. sales to Qualified
Institutional Buyers by private placement via Rule 144A of the U.S. Securities Act of 1933,
as amended. Sales of Common Shares may also be made in jurisdictions outside of Canada
and the United States as are agreed to by the Company and the Underwriters, in each case
provided that no prospectus, registration statement or other similar document is required
to be filed in such jurisdiction and the Company will not be or become subject to any
ongoing compliance or continuous disclosure obligations in such jurisdiction.
Form of Underwriting:	Bought deal, subject to entering into a mutually acceptable underwriting agreement
containing conventional “disaster out”, “material adverse change out” and “regulatory
out” clauses running to the Closing Date.

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----- Start of picture text ----- Listing: An application will be made to list the Common Shares on the Toronto Stock Exchange.The existing and outstanding Common Shares are listed on the Toronto Stock Exchangeunder the symbol “CGY”.Eligibility: The Common Shares are expected to be eligible for investment in Canadian RRSPs, RRIFs,RESPs, TFSAs, RDSPs and DPSPs.Bookrunner: Desjardins Capital MarketsCommission: 5% cash commission.Closing: On or about February 25, 2020 or such earlier or later date as the lead Underwriter andCompany may determine (the “Closing Date”).----- End of picture text -----