Calian Group Ltd. - Capital/Financing Update 2021

This amended and restated short form base shelf prospectus has been filed under legislation in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland & Labrador that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This amended and restated short form base shelf 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 “ U.S. Securities Act ”) or any state securities laws. Accordingly, these securities may not be offered or sold in the United States (as such term is defined in Regulation S under the U.S. Securities Act) except pursuant to transactions exempt from registration under the U.S. Securities Act and under the securities laws of any applicable state. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in the United States. See “Plan of Distribution”.

Information has been incorporated by reference in this amended and restated short form base shelf 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 Chief Financial Officer of Calian Group Ltd. at 770 Palladium Drive, Suite 400, Ottawa, Ontario K2V 1C8, Telephone number: 613-599-8600, and are also available electronically at www.sedar.com.

AMENDED AND RESTATED SHORT FORM BASE SHELF PROSPECTUS (Amending and restating the short form base shelf prospectus dated January 31, 2020)

New Issue

February 25, 2021

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Calian Group Ltd. $200,000,000 Common Shares Preferred Shares Warrants Units

Subscription Receipts Debt Securities

This amended and restated short form base shelf prospectus (the “ Prospectus ”) relates to the offering for sale by Calian Group Ltd. (“ Calian ” or the “ Corporation ”) from time to time, during the 25-month period commencing February 3, 2020 that this Prospectus, including any amendments hereto, remains valid, of up to an aggregate of $200,000,000 of securities comprised of any of the following, or combination thereof: (i) common shares in the capital of the Corporation (“ Common Shares ”); (ii) preferred shares in the capital of the Corporation (the “ Preferred Shares ”); (iii) warrants (“ Warrants ”) to purchase other Securities (as defined below) of Calian; (iv) units (“ Units ”) comprised of one or more of the other Securities; (v) subscription receipts (“ Subscription Receipts ”); and (vi) debt securities of the Corporation (the “ Debt Securities ” and together with the Common Shares, Preferred Shares, Warrants,

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Units and Subscription Receipts, collectively referred to herein as the “ Securities ”). The Securities may be offered separately or together, in amounts, at prices and on terms determined based on market conditions at the time of the sale and as set forth in an accompanying prospectus supplement (a “ Prospectus Supplement ”).

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement containing the specific terms of any Securities will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

The specific terms of any Securities offered will be described in a Prospectus Supplement, including, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution) and any other specific terms; (ii) in the case of Preferred Shares, the number of Preferred Shares offered, the rights attached to such Preferred Shares, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution) and any other specific terms; (iii) in the case of Warrants, the number of Warrants being offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), the designation, number and terms of the other Securities purchasable upon exercise of the Warrants, and any procedures that will result in the adjustment of those numbers, the exercise price, the dates and periods of exercise and any other specific terms; (iv) in the case of Units, the number of Units offered, the offering price, the designation, number and terms of the other Securities comprising the Units, and any other specific terms; (v) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities, the designation, number and terms of such other Securities, and any other specific terms; and (vi) in the case of Debt Securities, the designation of the Debt Securities, the aggregate principal amount of the Debt Securities being offered, the currency or currency unit in which the Debt Securities may be purchased, authorized denominations, whether payment on the Debt Securities will be senior or subordinated to the Corporation’s other liabilities and obligations, the nature and priority of any security for the Debt Securities, any limit on the aggregate principal amount of the Debt Securities of the series being offered, the issue and delivery date, the maturity date, the offering price (at par, discount or at a premium), the interest rate or method of determining the interest rate, the interest payment date(s), any conversion or exchange rights that are attached to the Debt Securities, any redemption provisions, any repayment provisions, any arrangements with the trustee for the Debt Securities and any other specific terms. A Prospectus Supplement relating to a particular offering of Securities may include terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus. The Corporation does not intend to issue “novel” securities pursuant to this Prospectus, as such term is defined under National Instrument 44-102 – “ Shelf Distributions ”.

The Corporation may offer and sell the Securities to or through underwriters or dealers purchasing as principals, and may also sell directly to one or more purchasers or through agents or pursuant to applicable statutory exemptions. See “ Plan of Distribution ”. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, as the case may be, engaged by Calian in connection with the offering and sale of the Securities, and will set forth the terms of

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the offering of such Securities, including, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents in connection with the offering, the method of distribution of the Securities, the initial issue price (in the event that the offering is a fixed price distribution), the proceeds that Calian will receive and any other material terms of the plan of distribution.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to Calian. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

In connection with any offering of Securities, the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. See “ Plan of Distribution ”.

The Common Shares trade on the Toronto Stock Exchange (the “ TSX ”) under the symbol “CGY”. On February 24, 2021, the last trading day prior to the date of this Prospectus, the closing price per Common Share on the TSX was $65.11. The offering of any securities under this Prospectus and any Prospectus Supplement is subject to approval of certain legal matters on behalf of Calian by Dentons Canada LLP.

Prospective investors should be aware that the purchase of Securities may have tax consequences that may not be fully described in this 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 Securities is subject to a number of risks. See “ Risk Factors ” for a more complete discussion of these risks.

No person is authorized by Calian to provide any information or to make any representation other than as contained in this Prospectus in connection with the issue and sale of the Securities offered hereunder.

No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents hereof.

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The Corporation is not making an offer of the Securities in any jurisdiction where such offer is not permitted.

The head and registered office of the Corporation is located at 770 Palladium Drive, Suite 400, Ottawa, Ontario K2V 1C8.

ABOUT THIS PROSPECTUS ....................................................................................................................... 1 FORWARD-LOOKING AND OTHER STATEMENTS .................................................................................. 1 MARKET AND INDUSTRY DATA ................................................................................................................ 3 DOCUMENTS INCORPORATED BY REFERENCE .................................................................................... 3 ABOUT CALIAN ............................................................................................................................................ 5 General............................................................................................................................................. 5 Corporate Structure .......................................................................................................................... 6 Summary Description of Business ................................................................................................... 6 Significant Transactions ................................................................................................................... 6 Recent Developments ...................................................................................................................... 7 CONSOLIDATED CAPITALIZATION ........................................................................................................... 7 EARNINGS COVERAGE RATIOS ............................................................................................................... 7 DESCRIPTION OF SECURITIES ................................................................................................................. 7 Description of Common Shares ....................................................................................................... 8 Description of Preferred Shares ....................................................................................................... 8 Description of Warrants.................................................................................................................... 8 Description of Units .......................................................................................................................... 9 Description of Subscription Receipts ............................................................................................. 10 Description of Debt Securities ........................................................................................................ 10 PRIOR SALES ............................................................................................................................................ 12 TRADING PRICE AND VOLUME ............................................................................................................... 14 DIVIDENDS ................................................................................................................................................. 15 USE OF PROCEEDS .................................................................................................................................. 15 PLAN OF DISTRIBUTION .......................................................................................................................... 15 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ...................................................... 17 RISK FACTORS .......................................................................................................................................... 17 TRANSFER AGENT AND REGISTRAR ..................................................................................................... 18 AUDITORS .................................................................................................................................................. 18 EXPERTS.................................................................................................................................................... 18 PURCHASERS’ STATUTORY AND CONTRACTUAL RIGHTS ................................................................ 19 CERTIFICATE OF THE CORPORATION ................................................................................................ C-1

ABOUT THIS PROSPECTUS

Prospective investors should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. References to this “Prospectus” include documents incorporated by reference herein. Calian has not authorized anyone to provide any information that is different. The information in or incorporated by reference into this Prospectus is current only as of the date of this Prospectus or the date on the front of such other documents. It should not be assumed that the information contained in this Prospectus is accurate as of any other date. Calian is not making an offer of these Securities in any jurisdiction where the offer is not permitted by law.

Before purchasing any Securities, prospective investors should carefully read both this Prospectus and any accompanying Prospectus Supplement prepared by Calian, together with the additional information described under the heading “ Documents Incorporated by Reference ”.

When used in this Prospectus and in any Prospectus Supplement, the terms “Calian” and “the Corporation” refer to Calian Group Ltd. and its subsidiaries, unless otherwise specified or the context otherwise requires. The term “management” in this Prospectus means those persons acting, from time to time, in the capacities of executive officers of Calian. Any statements in this Prospectus made by or on behalf of management are made in such persons’ capacities as officers of Calian and not in their personal capacities.

Calian may, from time to time, sell any combination of the Securities described in this Prospectus in one or more offerings up to an aggregate amount of $200,000,000. This Prospectus provides a general description of the Securities that Calian may offer. All information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of those Securities to which the Prospectus Supplement permits.

In this Prospectus and any Prospectus Supplement, all dollar amounts are in Canadian dollars unless otherwise indicated.

FORWARD-LOOKING AND OTHER STATEMENTS

This Prospectus contains forward-looking statements or forward-looking information (collectively, “ forward-looking statements ”) under applicable Canadian securities legislation including, without limitation, statements containing the words “believe,” “may,” “plan,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative or grammatical variations of these terms or other comparable terminology, although not all forward-looking statements contain these words and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by the Corporation in light of the Corporation’s experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements in this Prospectus include, but are not limited to, statements relating to:

the timing, size and success of the Offering;
the expected use of the net proceeds of the Offering;
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the Corporation’s strategy;
potential sources of funding;
the Corporation’s ability to obtain necessary funding for its growth programs on favourable terms;
the Corporation’s expected expenditures;
the Corporation’s exploration of opportunities to maximize shareholder value as part of the ordinary course of its business;
the Corporation’s strategy for protecting its intellectual property; and
the Corporation’s ability to hire and retain skilled staff.

Such statements reflect the Corporation’s current views with respect to future events, are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Calian as of the date of such statements, are inherently subject to significant business, technological, economic, competitive, political and social uncertainties and contingencies. Many factors could cause the Corporation’s actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward-looking statements included in this Prospectus, the Corporation has made various material assumptions, including but not limited to (i) customer demand for the Corporation’s services; (ii) the Corporation’s ability to maintain and enhance customer relationships; (iii) market conditions; (iv) levels of government spending; (v) the Corporation’s ability to bring to market products and services; and (vi) the Corporation’s ability to execute on its acquisition program including successful integration of previously acquired businesses.

In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors, including risks related to:

competition;
concentration of revenues;
availability of qualified professionals;
performance on fixed-price contracts;
non-performance by key suppliers or contractors;
changing technologies and customer demands;
customers’ ability to retain their market share;
government contracts;
backlog;
credit risk for accounts receivable;
insufficient or inappropriate mix of work for fixed labour resources;
foreign currency;
foreign operations;
acquisitions;
insurance sufficiency and liability risk mitigation;
medical malpractice;
consolidation of customer base;
data security breaches;
privacy compliance;
environmental and health and safety associated with manufacturing;
the continued spread of COVID-19 and its impact on the Corporation’s business; and
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the other risks discussed under the heading “ Risk Factors ”.

Should one or more of these risks or uncertainties, or a risk that is not currently known to us, materialize, or should assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this Prospectus and we do not intend, and do not assume any obligation, to update these forwardlooking statements, except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements.

MARKET AND INDUSTRY DATA

Market and industry data presented in this Prospectus was obtained from third party sources, industry reports, journals, studies and publications, websites and other publicly available information, as well as industry and other data prepared by the Corporation or on the Corporation’s behalf on the basis of Calian’s knowledge of the industry, markets and economies (including opinions, estimates and assumptions relating to such industry, markets and economies based on that knowledge).

Certain statistical information and market research contained in this Prospectus, such as the results of studies or surveys, are based on surveys or studies conducted by independent third parties. The Corporation believes that the industry, market and economic data presented throughout this Prospectus is accurate and, with respect to data prepared by the Corporation or on the Corporation’s behalf, that the Corporation’s opinions, estimates and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the industry, market and economic data presented throughout this Prospectus are not guaranteed. Actual outcomes may vary materially from those forecasted in such reports or publications, and the likelihood for material variation can be expected to increase as the length of the forecast period increases. Although the Corporation believes it to be reliable, the Corporation has not independently verified any of the data from third party sources referred to in this Prospectus, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying industry, market, economic and other assumptions relied upon by such sources. Industry, market and economic data is subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with or delivered to securities commissions or similar authorities in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland & Labrador. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Calian at 770 Palladium Drive, Suite 400, Ottawa, Ontario K2V 1C8 or by accessing the disclosure documents available through the Internet on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”), which can be accessed at www.sedar.com.

The following documents of Calian, filed with or delivered to the securities commissions or similar authorities in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,

Quebec, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland & Labrador, are specifically incorporated by reference into and form an integral part of this Prospectus:

(a) the annual information form of Calian for its fiscal year ended September 30, 2020 dated November 24, 2020 (the “ AIF ”);
(b) the audited annual consolidated financial statements of Calian for its fiscal year ended September 30, 2020 together with the notes thereto and the independent report of the auditors thereon (the “ Annual Financial Statements ”);
(c) the management’s discussion and analysis of Calian with respect to the Annual Financial Statements;
(d) the unaudited interim condensed consolidated financial statements of Calian for the three month period ended December 31, 2020 (the “ Interim Financial Statements ”);
(e) the management’s discussion and analysis of Calian with respect to the Interim Financial Statements; and
(f) the management information circular of Calian dated December 14, 2020 regarding the annual and special meeting of its shareholders held on February 11, 2021.

Any document of the type referred to in the preceding paragraph (excluding confidential material change reports), and all other documents of the type required by National Instrument 44-101 - Short Form Prospectus Distributions of the Canadian Securities Administrators to be incorporated by reference in this Prospectus, filed by Calian with a securities commission or similar regulatory authority in Canada after the date of this Prospectus and prior to the termination of any offering of Securities hereunder shall be deemed to be incorporated by reference into this Prospectus.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such 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 considered in its unmodified or superseded form to constitute part of this Prospectus; rather only such statement as so modified or superseded shall be considered to constitute part of this Prospectus.

Upon any new annual information form or new annual financial statements and related management’s discussion and analysis being filed by Calian with the applicable securities regulatory authorities in Canada during the period that this Prospectus is effective, the previous year’s annual information form, the previous year’s annual financial statements and all interim consolidated financial statements relating

to prior financial periods or material change reports filed before the commencement of the financial year in which the new annual information form is filed, and any business acquisition reports for acquisitions completed since the beginning of such financial year (in each case, as applicable) will be deemed to no longer be incorporated by reference in this Prospectus for the purpose of future offers and sales of Securities under this Prospectus. Upon interim financial statements and related management’s discussion and analysis being filed by Calian with the applicable securities regulatory authorities during the currency of this Prospectus, all previously filed interim financial statements and related management’s discussion and analysis will be deemed to no longer be incorporated by reference into this Prospectus for the purposes of future offers and sales of Securities under this Prospectus. Upon any new information circular prepared solely in connection with an annual general meeting being filed by Calian with the applicable securities regulatory authorities in Canada during the currency of this Prospectus, the previous year’s information circular prepared solely in connection with an annual general meeting will be deemed to no longer be incorporated by reference in this Prospectus for the purpose of future offers and sales of Securities under this Prospectus.

A Prospectus Supplement containing the specific terms of any Securities offered thereunder will be delivered to purchasers of such Securities together with this Prospectus to the extent required under applicable securities laws and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement solely for the purposes of the Securities offered hereunder and thereunder.

In addition, certain marketing materials (as that term is defined in applicable Canadian securities legislation) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplement(s). Any “template version” of “marketing materials” (as those terms are defined in applicable Canadian securities legislation) pertaining to a distribution of Securities, and filed by Calian after the date of the Prospectus Supplement for the distribution and before termination of the distribution of such Securities, will be deemed to be incorporated by reference in that Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

ABOUT CALIAN

The following is a summary of information pertaining to Calian and does not contain all the information about Calian that may be important to prospective investors. Prospective investors should read the more detailed information including, but not limited to, the AIF and Interim Financial Statements, that are incorporated by reference into and are considered to be a part of this Prospectus. See in particular the information under the headings “ Corporate Structure ”, “ General Development of the Business ” and “ Description of the Business ” in the AIF.

General

The Corporation was incorporated as “Calian Technology Ltd” under the Canada Business Corporations Act (the “ CBCA ”) pursuant to articles of incorporation dated September 27, 1982. The articles of the Corporation were amended on January 12, 1984, December 23, 1988, April 21, 1992 and September 2, 1993 to amend the provisions of the Corporation’s share capital. The articles of the Corporation were further amended on: (i) September 14, 1993 to remove private company restrictions; (ii) March 14, 2003 to permit the board of directors of the Corporation (the “ Board ”) to appoint additional directors as permitted under the CBCA; (iii) March 11, 2005 to change its name to “Calian Technologies Ltd.”; and (iv) April 1, 2016 to change its name to “Calian Group Ltd.”

The head and registered office of the Corporation is located at 770 Palladium Drive, Suite 400, Ottawa, Ontario K2V 1C8.

Corporate Structure

As of the date of this Prospectus, the Corporation has the following operating subsidiaries, each of which is wholly-owned by Calian:

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----- Start of picture text -----

Calian Group
Ltd.
(Canada)
Allphase
Clinical Alio Health IntraGrain Primacy EMSEC Tallysman InterTronic
Research Services Inc. Calian Ltd. Technologies Management Inc. Solutions Inc. Wireless Inc. Solutions Inc. Dapasoft Inc.
Services Inc.
(Canada) (Canada) (Canada) (Canada) (Canada) (Canada) (Canada) (Canada) (Ontario)
Calian
International
Ltd.
iSecurity Inc.
(Canada)
(Ontario)
SatSevice,
Comprehensive Gesellschaft für Cadence
Training Kommunikation Consultancy
Solutions AS Limited
ssysteme mbH
(Norway) (Germany) (U.K.)
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Summary Description of Business

The Corporation’s capabilities are diverse with services and solutions delivered through four segments: Advanced Technologies, Health, Learning and Information Technology (“ IT ”). Headquartered in Ottawa, Calian provides business services and solutions to both industry and government customers in the areas of health, defence, learning, security, aerospace, engineering, and IT. Calian provides customers with access to a team of over 4,500 engineers, telecommunications and information technology, training, trades and health services professionals and other qualified staff as well as an ISO 9001-certified engineering and manufacturing facility.

Significant Transactions

The Corporation has not completed any transaction within 75 days of this Prospectus that qualifies as a significant acquisition for the purposes of NI 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”). Additionally, as of the date of this Prospectus, there is no proposed acquisition that has progressed to a state where a reasonable person would believe that the likelihood of the Corporation completing the acquisition is high and that would be a significant acquisition for the purposes of NI 51-102.

Recent Developments

Effective January 4, 2021, the Corporation acquired the outstanding shares of Intertronic Solutions Inc. (“ Intertronic ”) for total cash consideration of up to $24,540,000 of which, $13 million was paid on closing, and $11,540,000 is payable contingently. Intertronic designs and installs high-performance antenna systems and broadens the current Calian range of capabilities with antenna ground systems.

On January 6, 2021, Calian signed an $80 million debt agreement with Royal Bank of Canada (“ RBC ”) and Desjardins Capital Markets. The agreement matures January 5, 2024, and has an accordion of $40 million and replaces the existing credit line with RBC.

On February 22, 2021, the Corporation acquired the outstanding shares of Dapasoft Inc. (“ Dapasoft ”) for total consideration of up to $83 million (the “ Dapasoft Acquisition ”), of which: (a) (i) $43 million of cash consideration was paid; and (ii) 85,715 Common Shares were issued, at closing; and (b) up to (i) $14.5 million of cash consideration may be paid; and (ii) 317,161 Common Shares may be issued, contingently. Dapasoft is a leading provider of innovative systems integration, cloud lifecycle management and cybersecurity solutions, which enable clients to securely implement digital transformation initiatives.

CONSOLIDATED CAPITALIZATION

There has been no material change in the capitalization of Calian, on a consolidated basis, since the date of its most recently filed financial statements, being the Interim Financial Statements, other than as set out under “ About Calian – Recent Developments ” and “ Prior Sales ”.

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the share and loan capitalization of the Corporation that will result from the issuance of Securities pursuant to such Prospectus Supplement.

EARNINGS COVERAGE RATIOS

The applicable Prospectus Supplement will provide, as required, the earnings coverage ratios with respect to the issuance of Securities pursuant to such Prospectus Supplement.

DESCRIPTION OF SECURITIES

The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of Preferred Shares, of which 9,911,658 Common Shares are issued and outstanding and nil Preferred Shares are issued and outstanding as at the date of this Prospectus.

The following is a brief summary of certain general terms and provisions of the Securities as at the date of this Prospectus. The summary does not purport to be complete and is indicative only. The specific terms of any Securities to be offered under this Prospectus, and the extent to which the general terms described in this Prospectus apply to such Securities, will be set forth in the applicable Prospectus Supplement. Moreover, a Prospectus Supplement relating to a particular offering of Securities may include terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus.

Description of Common Shares

The following is a brief summary of the material attributes of the Common Shares. This summary does not purport to be complete. For full particulars and additional details on the Common Shares, reference should be made to Calian’s articles, a copy of which is available on SEDAR at www.sedar.com.

The holders of Common Shares are entitled to dividends if, as and when declared by the Board, to one vote per share at the meetings of holders of Common Shares and, upon dissolution, to receive such remaining property of the Corporation as are distributable to the holders of the Common Shares.

Description of Preferred Shares

The following is a brief summary of the material attributes of the Preferred Shares. This summary does not purport to be complete. For full particulars and additional details on the Preferred Shares, reference should be made to Calian’s articles, a copy of which is available on SEDAR at www.sedar.com.

The Preferred Shares may be issued in one or more series and the directors are authorized to fix the number of shares in each series and to determine the designation, rights, privileges, restrictions and conditions attached to the Preferred Shares. The Preferred Shares are entitled to a priority over the Common Shares with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding-up of the Corporation.

Description of Warrants

The following is a brief summary of certain general terms and provisions of the Warrants that may be offered pursuant to this Prospectus. This summary does not purport to be complete. The particular terms and provisions of the Warrants as may be offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement pertaining to such offering of Warrants, and the extent to which the general terms and provisions described below may apply to such Warrants will be described in the applicable Prospectus Supplement.

Warrants may be offered separately or together with other Securities, as the case may be.

Each series of Warrants may be issued under a separate warrant indenture or warrant agency agreement to be entered into between Calian and one or more banks or trust companies acting as Warrant agent or may be issued as stand-alone contracts. The applicable Prospectus Supplement will include details of the Warrant agreements, if any, governing the Warrants being offered. The Warrant agent, if any, will be expected to act solely as the agent of Calian and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. The following sets forth certain general terms and provisions of the Warrants that may be offered under this Prospectus. The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set forth in the applicable Prospectus Supplement.

A copy of any warrant indenture or any warrant agency agreement relating to an offering of Warrants will be filed by Calian with the relevant securities regulatory authorities in Canada after it has been entered into by Calian.

Each applicable Prospectus Supplement will set forth the terms and other information with respect to the Warrants being offered thereby, which may include, without limitation, the following (where applicable):

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the designation of the Warrants;
the aggregate number of Warrants offered and the offering price;
the designation, number and terms of the other Securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;
the exercise price of the Warrants;
the dates or periods during which the Warrants are exercisable;
the designation and terms of any securities with which the Warrants are issued;
if the Warrants are issued as a unit with another Security, the date on and after which the Warrants and the other Security will be separately transferable;
any minimum or maximum amount of Warrants that may be exercised at any one time;
whether such Warrants will be listed on any securities exchange;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
certain material Canadian tax consequences of owning the Warrants; and
any other material terms and conditions of the Warrants.

Description of Units

The following is a brief summary of certain general terms and provisions of the Units that may be offered pursuant to this Prospectus. This summary does not purport to be complete. The particular terms and provisions of the Units as may be offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement pertaining to such offering of Units, and the extent to which the general terms and provisions described below may apply to such Units will be described in the applicable Prospectus Supplement.

Calian may issue Units comprised of one or more of the other Securities described herein in any combination.

Each Unit may be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit may have the rights and obligations of a holder of each included Security. Any Unit agreement under which a Unit may be issued may provide that the Securities included in the Unit may not be held or transferred separately at any time or at any time before a specified date.

Each applicable Prospectus Supplement will set forth the terms and other information with respect to the Units being offered thereby, which may include, without limitation, the following (where applicable):

the designation, number and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units;
certain material Canadian tax consequences of owning the Securities comprising the Units; and
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any other material terms and conditions of the Units.

The preceding description and any description of Units in an applicable Prospectus Supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to any Unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such Units.

Description of Subscription Receipts

The following is a brief summary of certain general terms and provisions of the Subscription Receipts that may be offered pursuant to this Prospectus. This summary does not purport to be complete. The particular terms and provisions of the Subscription Receipts as may be offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement pertaining to such offering of Subscription Receipts, and the extent to which the general terms and provisions described below may apply to such Subscription Receipts will be described in the applicable Prospectus Supplement.

Subscription Receipts may be offered separately or together with other Securities, as the case may be. The Subscription Receipts may be issued under a subscription receipt agreement.

The applicable Prospectus Supplement will include details of any subscription receipt agreement covering the Subscription Receipts being offered. A copy of any subscription receipt agreement relating to an offering of Subscription Receipts will be filed by Calian with the relevant securities regulatory authorities in Canada after Calian has entered into it. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description may include, without limitation, the following (where applicable):

the number of Subscription Receipts;
the price at which the Subscription Receipts will be offered;
the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities;
the designation, number and terms of the other Securities that may be exchanged upon conversion of each Subscription Receipt;
the designation, number and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;
terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest earned thereon;
certain material Canadian tax consequences of owning the Subscription Receipts; and
any other material terms and conditions of the Subscription Receipts.

Description of Debt Securities

The following is a brief summary of certain general terms and provisions of the Debt Securities that may be offered pursuant to this Prospectus. This summary does not purport to be complete. The particular terms and provisions of the Debt Securities as may be offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement pertaining to such offering of Debt Securities, and the extent to

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which the general terms and provisions described below may apply to such Debt Securities will be described in the applicable Prospectus Supplement.

The Debt Securities may be offered separately or together with other Securities, as the case may be. The Debt Securities will be issued in one or more series under an indenture (the “ Indenture ”) to be entered into between the Corporation and one or more trustees that will be named in a Prospectus Supplement for a series of Debt Securities.

The applicable Prospectus Supplement will include details of the Indenture governing the Debt Securities being offered. A copy of the Indenture relating to an offering of Debt Securities will be filed by the Corporation with the relevant securities regulatory authorities in Canada after it has been entered into by the Corporation. The description of certain provisions of the Indenture in this section do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions of the Indenture. The particular terms relating to Debt Securities offered by a Prospectus Supplement will be described in the related Prospectus Supplement. This description may include, without limitation, the following (where applicable):

the specific designation of the Debt Securities;
the price or prices at which the Debt Securities will be issued;
any limit on the aggregate principal amount of the Debt Securities;
the date or dates, if any, on which the Debt Securities will mature and the portion (if less than all of the principal amount) of the Debt Securities to be payable upon declaration of acceleration of maturity;
the rate or rates (whether fixed or variable) at which the Debt Securities will bear interest, if any, the date or dates from which any such interest will accrue and on which any such interest will be payable and the record dates for any interest payable on the Debt Securities that are in registered form;
the terms and conditions under which we may be obligated to redeem, repay or purchase the Debt Securities pursuant to any sinking fund or analogous provisions or otherwise;
the terms and conditions upon which the Corporation may redeem the Debt Securities, in whole or in part, at the Corporation’s option;
the covenants and events of default applicable to the Debt Securities;
the terms and conditions for any conversion or exchange of the Debt Securities for any other securities;
whether the Debt Securities will be issuable in registered form or bearer form or both, and, if issuable in bearer form, the restrictions as to the offer, sale and delivery of the Debt Securities which are in bearer form and as to exchanges between registered form and bearer form;
whether the Debt Securities will be issuable in the form of registered global securities (“ Global Securities ”), and, if so, the identity of the depositary for such registered Global Securities;
the denominations in which registered Debt Securities will be issuable;
each office or agency where payments on the Debt Securities will be made and each office or agency where the Debt Securities may be presented for registration of transfer or exchange;
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the currency in which the Debt Securities are denominated or the currency in which the Corporation will make payments on the Debt Securities;
any index, formula or other method used to determine the amount of payments of principal of (and premium, if any) or interest, if any, on the Debt Securities; and
any other terms of the Debt Securities which apply solely to the Debt Securities.

Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

The terms on which a series of Debt Securities may be convertible into or exchangeable for Common Shares or other securities of the Corporation will be described in the applicable Prospectus Supplement. These terms may include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at the option of the Corporation, and may include provisions pursuant to which the number of Common Shares or other securities to be received by the holders of such series of Debt Securities would be subject to adjustment.

To the extent any Debt Securities are convertible into Common Shares or other securities of the Corporation, prior to such conversion the holders of such Debt Securities will not have any of the rights of holders of the securities into which the Debt Securities are convertible, including the right to receive payments of dividends or the right to vote such underlying securities.

PRIOR SALES

The following summarizes the Common Shares or securities convertible into, or exercisable to acquire, Common Shares, that have been issued by Calian during the 12 months prior to the date of this Prospectus:

Security Type Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares	Date of Issuance/Grant February 10, 2020 February 10, 2020 February 13, 2020 February 25, 2020 March 4, 2020 April 9, 2020 May 11, 2020 May 27, 2020 May 27, 2020 May 27, 2020 May 27, 2020 May 27, 2020 May 27, 2020	Issue/Exercise Price $34.58 $29.55 $42.59 $44.00 $45.72 $35.40 $44.54 $29.06 $27.30 $29.55 $34.58 $36.49 $17.69	Number Issued/Granted
			3,000(1) 2,000(1) 28,754(2) 1,568,600(3) 2,985(2) 3,178(2) 2,827(2) 6,000(1) 5,000(1) 5,000(1) 51,600(1) 2,000(1) 500(1)

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Security Type Common Shares Common Shares Common Shares Common Shares Stock options Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares Stock options Restricted share units Common Shares Common Shares Common Shares Common Shares Common Shares Common Shares	Date of Issuance/Grant June 8, 2020 July 7, 2020 July 9, 2020 August 11, 2020 August 13, 2020 August 14, 2020 August 19, 2020 August 20, 2020 August 21, 2020 August 31, 2020 September 1, 2020 September 4, 2020 September 11, 2020 September 11, 2020 September 16, 2020 September 18, 2020 September 21, 2020 September 22, 2020 September 25, 2020 September 30, 2020 October 2, 2020 October 7, 2020 November 10, 2020 November 15, 2020 November 24, 2020 November 24, 2020 December 2, 2020 December 7, 2020 December 18, 2020 December 21, 2020 December 22, 2020 December 22, 2020	Issue/Exercise Price $51.19 $54.67 - $60.06 $60.30 $29.55 $29.55 $34.58 $34.58 $36.49 $29.55 $63.26 $29.55 $36.49 $29.55 $29.55 $29.55 $29.55 $29.55 $29.55 $29.55 $65.64 $66.60 - $61.16 $59.35 $29.55 $56.38 $34.58 $29.55 $29.55 $34.58	Number Issued/Granted
			2,467(2) 2,165(2) 96(4) 2,700(2) 97,538(5) 3,500(1) 7,700(1) 3,000(1) 3,000(1) 2,000(1) 1,000(1) 1,842(2) 1,000(1) 2,500(1) 1,900(1) 1,400(1) 5,700(1) 1,000(1) 1,000(1) 1,800(1) 1,000(1) 1,794(2) 2,646(2) 35,164(4) 27,358(5) 19,012(6) 1,000(1) 2,884(2) 3,000(1) 2,000(1) 1,300(1) 3,000(1)

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Security Type Common Shares Common Shares Common Shares Common Shares Common Shares Restricted share units Stock options Common Shares	Date of Issuance/Grant December 23, 2020 January 4, 2021 January 5, 2021 January 12, 2021 February 8, 2021 February 9, 2021 February 9, 2021 February 22, 2021	Issue/Exercise Price $29.55 $34.58 $34.58 $64.92 $61.90 $59.74 $60.35 $58.33	Number Issued/Granted
			2,700(1) 700(1) 600(1) 6,001(2) 2,122(2) 246(6) 1,817(5) $85,715(7)

Notes:

(1) Issued pursuant to the exercise of stock options.
(2) Issued pursuant to the Company’s employee stock purchase plan.
(3) Issued pursuant to the Company’s underwritten public offering of Common Shares.
(4) Issued pursuant to the vesting of restricted share units.
(5) Issued pursuant to the granting of stock options.
(6) Issued pursuant to the granting of restricted share units.
(7) Issued pursuant to the Dapasoft Acquisition.

TRADING PRICE AND VOLUME

The Common Shares trade on the TSX under the symbol “CGY”. The following table sets out the high and low sales prices and the aggregate trading volume of the Common Shares since February 1, 2020:

Calendar Period	High	Low	Aggregate Volume
	($)	($)
February 2020	47.80	42.25	922,076
March 2020	47.37	31.29	697,270
April 2020	46.25	34.90	206,645
May 2020	55.00	42.53	270,858
June 2020	55.99	47.99	183,958
July 2020	61.72	54.44	180,782
August 2020	65.00	57.21	185,000
September 2020	68.50	61.50	226,708
October 2020	71.91	63.02	396,436
November 2020	67.98	54.42	499,187
December 2020	67.55	53.27	398,939
January 2021	67.58	59.15	191,187
February 1 to 24, 2021	66.45	54.02	466,975

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DIVIDENDS

The Board has declared and paid the following dividends on the Common Shares over the last three years:

	Fiscal 2020	Fiscal 2019	Fiscal 2018
Quarter 1	$0.28	$0.28	$0.28
Quarter 2	$0.28	$0.28	$0.28
Quarter 3	$0.28	$0.28	$0.28
Quarter 4	$0.28	$0.28	$0.28

In addition, on February 9, 2021, the Corporation declared a quarterly dividend on the Common Shares of $0.28 per share. The dividend is payable March 9, 2021 to shareholders of record as of February 23, 2021.

The Corporation intends to continue to declare quarterly dividends in line with its overall financial performance and cash flow generation, but there can be no assurance as to declaration, amount or payment of such dividends in the future. Decisions on dividend payments are made on a quarterly basis by the Board. The Corporation is not subject to any restrictions that would prevent it from paying dividends or distributions, other than pursuant to certain solvency tests prescribed under the CBCA.

USE OF PROCEEDS

The use of proceeds from the sale of Securities will be described in the applicable Prospectus Supplement relating to a specific offering and sale of Securities. Among other potential uses, Calian may use the net proceeds from the sale of Securities: (i) for potential future acquisitions; and (ii) for general corporate and working capital purposes.

Management of Calian will retain broad discretion in allocating the net proceeds of any offering of Securities under this Prospectus and Calian’s actual use of the net proceeds will vary depending on the its operating and capital needs from time to time.

Calian may, from time to time, issue securities (including Securities) other than pursuant to this Prospectus.

PLAN OF DISTRIBUTION

Calian may from time to time during the 25-month period commencing February 3, 2020 that this Prospectus, including any amendments and supplements hereto, remains valid, offer for sale and issue up to an aggregate of $200,000,000 in Securities hereunder.

Calian may offer and sell the Securities to or through underwriters or dealers purchasing as principals, and may also sell directly to one or more purchasers or through agents or pursuant to applicable statutory exemptions. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, as the case may be, engaged by Calian in connection with the offering and sale of the Securities, and will set forth the terms of the offering of such Securities, including, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents in

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connection with the offering, the method of distribution of the Securities, the initial issue price (in the event that the offering is a fixed price distribution), the proceeds that Calian will receive and any other material terms of the plan of distribution. Any initial offering price and discounts, concessions or commissions allowed or re-allowed or paid to dealers may be changed from time to time.

In connection with the sale of the Securities, underwriters, dealers or agents may receive compensation from Calian or from other parties, including in the form of underwriters’, dealers’ or agents’ fees, commissions or concessions. Underwriters, dealers and agents that participate in the distribution of the Securities may be deemed to be underwriters for the purposes of applicable Canadian securities legislation and any such compensation received by them from Calian and any profit on the resale of the Securities by them may be deemed to be underwriting commissions.

Underwriters, dealers or agents who participate in the distribution of the Securities may be entitled, under agreements to be entered into with Calian, to indemnification by Calian against certain liabilities, including liabilities under Canadian securities legislation, or to contribution with respect to payments, which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, Calian in the ordinary course of business.

Unless otherwise specified in the applicable Prospectus Supplement, each series or issue of Securities (other than Common Shares) will be a new issue of Securities with no established trading market. Accordingly, there is currently no market through which the Securities (other than Common Shares) may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. Calian may elect to list any of the Securities on one or more exchanges, but unless otherwise specified in the applicable Prospectus Supplement, Calian shall not be obligated to do so. In addition, underwriters will not be obligated to make a market in any securities. No assurance can be given regarding the activity of trading in, or liquidity of, any Securities. See “ Risk Factors ”.

This 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. Unless otherwise specified in the applicable Prospectus Supplement, the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws. Unless otherwise specified in the

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applicable Prospectus Supplement, the Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless the Securities are registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. Each underwriter, dealer and agent who participates in the distribution will agree not to sell or offer to sell or to solicit any offer to buy any Securities within the United States or to, or for the account or benefit of, a U.S. person, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these Securities in the United States.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences to a purchaser who is a non-resident of Canada or to a purchaser who is a resident of Canada of acquiring, owning and disposing of any of the Securities offered thereunder.

RISK FACTORS

Before deciding to invest in any Securities, prospective purchasers of the Securities should consider carefully the risk factors and the other information contained and incorporated by reference in this Prospectus and the applicable Prospectus Supplement relating to a specific offering of Securities before purchasing the Securities. An investment in the Securities offered hereunder is speculative and involves a high degree of risk. Information regarding the risks affecting Calian and its business is provided in the documents incorporated by reference in this Prospectus, including in the AIF under the heading “ Risk Factors ”. See “ Documents Incorporated by Reference ”.

Risks Related to an Offering of Securities

No Assurance of Active or Liquid Market

No assurance can be given that an active or liquid trading market for the Common Shares will exist or will be sustained. If an active or liquid market for the Common Shares does not exist or is not sustained, the prices at which such Securities trade may be adversely affected. Whether or not the Common Shares will trade at lower prices depends on many factors, including the liquidity of the Common Shares, prevailing interest rates, the markets for similar securities, general economic conditions and Calian’s financial condition, historic financial performance and future prospects.

There is currently no market through which the Securities (other than the Common Shares) may be sold and purchasers may not be able to resell such securities. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such securities and the extent of issuer regulation.

Public Markets and Share Prices

The market price of the Common Shares and any other Securities offered hereunder that become listed and posted for trading on the TSX or any other stock exchange could be subject to significant fluctuations in response to variations in Calian’s operating results or other factors. In addition, fluctuations in the stock market may adversely affect the market price of the Common Shares and any other Securities offered hereunder that become listed and posted for trading on the TSX or any other stock exchange regardless of the operating performance of Calian. Securities markets have also experienced significant

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price and volume fluctuations from time to time. In some instances, these fluctuations have been unrelated or disproportionate to the operating performance of issuers. Market fluctuations may adversely impact the market price of the Common Shares and any other Securities offered hereunder that become listed and posted for trading on the TSX or any other stock exchange. There can be no assurance of the price at which the Common Shares and any other Securities offered hereunder that become listed and posted for trading on the TSX or any other stock exchange will trade.

Additional Issuances and Dilution

Calian may issue and sell additional securities of Calian to finance its operations. Calian cannot predict the size or type of future issuances of securities of Calian or the effect, if any, that future issuances and sales of securities will have on the market price of any securities of Calian issued and outstanding from time to time. Sales or issuances of substantial amounts of securities of Calian, or the perception that such sales could occur, may adversely affect prevailing market prices for securities of Calian issued and outstanding from time to time. With any additional sale or issuance of securities of Calian, holders will suffer dilution with respect to voting power and may experience dilution in Calian’s earnings per share. Moreover, this Prospectus may create a perceived risk of dilution resulting in downward pressure on the price of Calian’s issued and outstanding Common Shares, which could contribute to progressive declines in the prices of such securities.

Calian has Broad Discretion in the Use of the Net Proceeds from an Offering

Management of Calian will have broad discretion with respect to the application of net proceeds received by Calian from the sale of Securities under this Prospectus or a future Prospectus Supplement and may spend such proceeds in ways that do not improve Calian’s results of operations or enhance the value of the Common Shares or its other securities issued and outstanding from time to time. Any failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on Calian’s business or cause the price of the securities of Calian issued and outstanding from time to time to decline.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is AST Trust Company (Canada) at its principal office in Toronto, Ontario.

AUDITORS

The Annual Financial Statements incorporated by reference in this Prospectus haven been audited by Deloitte LLP, Chartered Professional Accountants, Licensed Public Accountants, as stated in their report, which is incorporated herein by reference. Deloitte LLP is independent of the Corporation within the meaning of the rules of professional conduct of the Chartered Professional Accountants of Ontario.

EXPERTS

Unless otherwise specified in a Prospectus Supplement relating to any Securities offered, certain legal matters in connection with the offering of Securities will be passed upon on behalf of Calian by Dentons Canada LLP. In addition, certain legal matters in connection with any offering of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents, as the case may be.

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As at the date hereof, the “designated professionals” (as such term is defined in Form 51-102F2 — Annual Information Form ) of Dentons Canada LLP collectively beneficially own, directly or indirectly, less than 1% of the outstanding securities of Calian.

PURCHASERS’ STATUTORY AND CONTRACTUAL RIGHTS

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 receipt or deemed receipt of a prospectus and any amendment. 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 adviser.

In addition, original purchasers of convertible, exchangeable or exercisable Securities (unless the Securities are reasonably regarded by the Corporation as incidental to the applicable offering as a whole) will have a contractual right of rescission against the Corporation in respect of the conversion, exchange or exercise of the convertible, exchangeable or exercisable Security. The contractual right of rescission will be further described in any applicable Prospectus Supplement, but will, in general, entitle such original purchasers to receive the amount paid for the applicable convertible, exchangeable or exercisable Security (and any additional amount paid upon conversion, exchange or exercise) upon surrender of the underlying securities acquired thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable Security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus.

In an offering of convertible, exchangeable or exercisable Subscription Receipts, Warrants or convertible, exchangeable or exercisable Debt Securities (or Units comprised partly thereof), investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial and territorial securities legislation, to the price at which convertible, exchangeable or exercisable Subscription Receipts, Warrants or convertible, exchangeable or exercisable Debt Securities (or Units comprised partly thereof) are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon the conversion, exchange or exercise of the Security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal advisor.

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CERTIFICATE OF THE CORPORATION

Dated: February 25, 2021

This amended and restated short form base shelf prospectus, together with the documents incorporated in this prospectus by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this amended and restated short form base shelf prospectus as required by the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland & Labrador.

(Signed) Kevin Ford Chief Executive Officer

(Signed) Patrick Houston Chief Financial Officer

On Behalf of the Board of Directors

(Signed) Ray Basler

Director

(Signed) George Weber