Calian Group Ltd. — Capital/Financing Update 2020

Feb 14, 2020

FORM 51-102F3 Material Change Report

Item 1 Name and Address of Company Calian Group Ltd. (the “ Company ”) 770 Palladium Drive Ottawa, Ontario K2V 1C8 Item 2 Date of Material Change February 13, 2020 and February 14, 2020 Item 3 News Release News releases with respect to the material changes referred to in this report were issued by the Company through the facilities of Globe Newswire on February 13, 2020 and February 14, 2020 and filed on the System for Electronic Document Analysis and Retrieval. The news releases are attached as Schedule “A” and Schedule “B” hereto. Item 4 Summary of Material Change On February 13, 2020, the Company announced that it had entered into an agreement with a syndicate of underwriters (collectively, the “ Underwriters ”) led by Desjardins Securities Inc. (the “ Lead Underwriter ”) pursuant to which the Underwriters have agreed to purchase from the Company, on a “bought deal” basis, and to sell to the public, 909,100 common shares of the Company (the “ Common Shares ”) at a price of C$44.00 per Common Share (the “ Offering Price ”) for aggregate gross proceeds of C$40,000,400 (the “ Offering ”).

On February 14, 2020, the Company announced that it had entered into a revised agreement with the Underwriters to increase the size of the Offering to an aggregate of 1,364,000 Common Shares at the Offering Price for aggregate gross proceeds of C$60,016,000.

The Company has granted the Underwriters an option (the “ Over-Allotment Option ”) to purchase up to an additional 15% of the number of Common Shares issued under the Offering at the Offering Price per Common Share, exercisable in whole or in part, at any time up to 30 days following the closing of the Offering for market stabilization purposes and to cover over-allotments, if any.

Item 5 Full Description of Material Change

On February 13, 2020, the Company announced that it had entered into a bought deal agreement with the Lead Underwriter, on behalf of the Underwriters, pursuant to which the Underwriters have agreed to purchase from the Company, on a “bought deal” basis, and to sell to the public, 909,100 Common Shares at the Offering Price for aggregate gross proceeds of C$40,000,400.

On February 14, 2020, the Company announced that it had entered into a revised agreement with the Underwriters to increase the size of its previously announced Offering to an aggregate of 1,364,000 Common Shares at the Offering Price for aggregate gross proceeds of C$60,016,000.

The Company has granted the Underwriters an Over-Allotment Option to purchase up to an additional 15% of the number of Common Shares issued under the Offering at the Offering Price per Common Share, exercisable in whole or in part, at any time up to 30 days following the closing of the Offering for market stabilization purposes and to cover over-allotments, if any.

The Common Shares to be issued under the Offering will be offered in: (i) each of the provinces of Canada (the “ Canadian Offering Jurisdictions ”) pursuant to a prospectus supplement to the Company’s base shelf prospectus dated January 31, 2020 filed with the securities regulators in the Canadian Offering Jurisdictions; (ii) the United States by way of private placement pursuant to an exemption from the registration requirements provided for under Rule 144A of the United States Securities Act of 1933, as amended; and (iii) in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, as agreed to by the Company and the Underwriters.

The Company intends to use the net proceeds from the Offering pursue strategic growth initiatives and for general corporate purposes.

The closing of the Offering is expected to occur on February 25, 2020 and is subject to the completion of formal documentation and receipt of all necessary approvals.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Patrick Houston, the Company’s Chief Financial Officer, is knowledgeable about the material change and this report. His business telephone number is 613.599.8600.

Item 9 Date of Report

February 14, 2020

Schedule “A”

(please see attached)

For Immediate Distribution

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Calian Announces $40 Million Bought Deal Public Offering of Common Shares

NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

OTTAWA, February 13, 2020 – Calian Group Ltd. (“Calian” or the “Company”) (TSX:CGY) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Desjardins Capital Markets (collectively the “Underwriters”) pursuant to which the Underwriters have agreed to purchase on a bought deal basis, 909,100 common shares (the “Common Shares”) at a price of $44.00 per Common Share (the “Offering Price”) for aggregate gross proceeds to Calian of $40,000,400 (the “Offering”).

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 of the Offering, to purchase up to an additional 15% of the Offering at the Offering Price for market stabilization purposes and to cover over-allotments, if any (the “Over-Allotment Option”). If the Over-Allotment Option is exercised in full, the total gross proceeds of the Offering will be $46,000,460.

The Company intends to use the net proceeds from the Offering to pursue strategic growth initiatives and for general corporate purposes.

“We believe Calian offers a unique value in today’s marketplace: a diversified company, with a long track record of profitable execution, and a focus on organic and acquisitive growth.” said Kevin Ford, CEO of Calian. “This financing will provide the capital required to sustain our profitable, strategic growth momentum”.

The Common Shares will be offered (i) by way of a prospectus supplement (the “Prospectus Supplement”) to Calian’s short form base shelf prospectus dated January 31, 2020, which Prospectus Supplement will be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada; (ii) in the United States by way of private placement pursuant to the exemption from registration provided for under Rule 144A of the United States Securities Act of 1933, as amended; and (iii) in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement or equivalent basis.

The Offering is expected to close on or about February 25, 2020 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and applicable U.S. state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.

About Calian

Calian employs over 3,400 people in its delivery of diverse products and solutions for private sector, government and defence customers in North American and global markets. The Company’s diverse capabilities are delivered through four segments: Advanced Technologies, Health, Learning and Information Technology. The Advanced Technologies segment provides innovative products, technologies and manufacturing services and solutions for the space, communications, defence, nuclear, government and agriculture sectors. The Health segment manages a network of more than 1,800 health care professionals delivering primary care and occupational health services to public and private sector clients across Canada. Learning is a trusted provider of emergency management, consulting and specialized training services and solutions for the Canadian Armed Forces and clients in the defence, health, energy and other sectors. The Information Technology segment supports public- and private-sector customer requirements for subject matter expertise in the delivery of complex IT and cyber security solutions. Headquartered in Ottawa, the Company’s offices and projects span Canada and international markets.

For investor information, please visit Calian’s website at www.calian.com or contact the Company at ir@calian.com.

Kevin Ford	Patrick Houston	Media inquiries:
President and Chief Executive Officer	Chief Financial Officer	Simon Doyle
613-599-8600	613-599-8600	613-599-8600 x 2205

Forward-Looking Statements

This press release includes statements containing certain “forward-looking information” within the meaning of applicable securities laws (“forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur and include, but are not to, statements regarding the filing of the Prospectus Supplement; the amount and terms of the Offering, the expected Closing Date and the proposed use of the net proceeds under the Offering. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, and including currency exchange rate fluctuations; and the impact of consolidations in the business services industry, the potential offering of any securities by the Company; uncertainty with respect to the completion of any future offering; the ability to obtain applicable regulatory approval for any contemplated offerings; the ability of the Company to negotiate and complete future funding transactions, as well as the risks identified under the heading “Risk Factors” in the Company’s Annual Information Form for its fiscal year ended September 30, 2019. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Schedule “B”

(please see attached)

For Immediate Distribution

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Calian Announces Upsize of Previously Announced Bought Deal Public Offering of Common Shares to $60 Million

NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

OTTAWA, February 14, 2020 – Calian Group Ltd. (“Calian” or the “Company”) (TSX:CGY) is pleased to announce that in connection with its previously announced bought deal public offering of common shares, the Company and a syndicate of underwriters led by Desjardins Capital Markets (collectively the “Underwriters”) have agreed to increase the size of the offering to 1,363,700 common shares (the “Common Shares”) at a price of $44.00 per Common Share (the “Offering Price”) for aggregate gross proceeds to Calian of $60,002,800 (the “Offering”).

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 of the Offering, to purchase up to an additional 15% of the Offering at the Offering Price for market stabilization purposes and to cover over-allotments, if any (the “Over-Allotment Option”). If the Over-Allotment Option is exercised in full, the total gross proceeds of the Offering will be $69,003,220.

The Company intends to use the net proceeds from the Offering to pursue strategic growth initiatives and for general corporate purposes.

The Common Shares will be offered (i) by way of a prospectus supplement (the “Prospectus Supplement”) to Calian’s short form base shelf prospectus dated January 31, 2020, which Prospectus Supplement will be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada; (ii) in the United States by way of private placement pursuant to the exemption from registration provided for under Rule 144A of the United States Securities Act of 1933, as amended; and (iii) in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement or equivalent basis.

The Offering is expected to close on or about February 25, 2020 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and applicable U.S. state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.

About Calian

Calian employs over 3,400 people in its delivery of diverse products and solutions for private sector, government and defence customers in North American and global markets. The Company’s diverse capabilities are delivered through four segments: Advanced Technologies, Health, Learning and Information Technology. The Advanced Technologies segment provides innovative products, technologies and manufacturing services and solutions for the

space, communications, defence, nuclear, government and agriculture sectors. The Health segment manages a network of more than 1,800 health care professionals delivering primary care and occupational health services to public and private sector clients across Canada. Learning is a trusted provider of emergency management, consulting and specialized training services and solutions for the Canadian Armed Forces and clients in the defence, health, energy and other sectors. The Information Technology segment supports public- and private-sector customer requirements for subject matter expertise in the delivery of complex IT and cyber security solutions. Headquartered in Ottawa, the Company’s offices and projects span Canada and international markets.

For investor information, please visit Calian’s website at www.calian.com or contact the Company at ir@calian.com.

Kevin Ford Patrick Houston Media inquiries: President and Chief Executive Officer Chief Financial Officer Simon Doyle 613-599-8600 613-599-8600 613-599-8600 x 2205

Forward-Looking Statements

This press release includes statements containing certain “forward-looking information” within the meaning of applicable securities laws (“forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur and include, but are not to, statements regarding the filing of the Prospectus Supplement; the amount and terms of the Offering, the expected Closing Date and the proposed use of the net proceeds under the Offering. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, and including currency exchange rate fluctuations; and the impact of consolidations in the business services industry, the potential offering of any securities by the Company; uncertainty with respect to the completion of any future offering; the ability to obtain applicable regulatory approval for any contemplated offerings; the ability of the Company to negotiate and complete future funding transactions, as well as the risks identified under the heading “Risk Factors” in the Company’s Annual Information Form for its fiscal year ended September 30, 2019. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.