Clairvest Group Inc. — Management Reports 2026

Feb 11, 2026

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The Management's Discussion and Analysis ("MD&A") of financial condition and results of operations analyzes significant changes in Clairvest Group Inc.'s ("Clairvest" or the "Company") consolidated financial results, financial position, risks and opportunities. It should be read in conjunction with the unaudited interim condensed consolidated financial statements and related notes for the quarter ended December 31, 2025 ("consolidated financial statements").

The Company's consolidated financial statements include those subsidiaries which provide investment-related services and that the Company controls by having the power to govern the financial and operating policies of these entities. The following entities, which are significant in nature, provide investment‐related services on behalf of the Company.

Clairvest GP Manageco Inc. Clairvest GP (GPLP) Inc. CEP MIP GP Corporation Clairvest General Partner III Limited Partnership Clairvest General Partner IV Limited Partnership

Clairvest employs various acquisition entities in structuring its investments, all of which are controlled by Clairvest. These acquisition entities, which are accounted for at fair value in accordance with International Financial Reporting Standards ("IFRS") as described in the Critical Accounting Estimates section, include the following:

2141788 Ontario Corporation ("2141788 Ontario")

CVG Invest Holdings Limited Partnership ("CVG Invest")

CEP III Co-Investment Limited Partnership ("CEP III Co-Invest")

MIP III Limited Partnership ("MIP III")

CEP IV Co-Investment Limited Partnership ("CEP IV Co-Invest")

MIP IV Limited Partnership ("MIP IV")

CEP V Co-Investment Limited Partnership ("CEP V Co-Invest")

Clairvest General Partner V Limited Partnership ("Clairvest GP V")

MIP V Limited Partnership ("MIP V")

CEP VI Co-Investment Limited Partnership ("CEP VI Co-Invest")

MIP VI Limited Partnership ("MIP VI")

Clairvest Special Limited Partnership VI Limited Partnership ("Clairvest SLP VI")

Clairvest CEP Holdings Limited Partnership ("Clairvest CEP Holdings")

CEP VII Co-Investment Limited Partnership ("CEP VII Co-Invest")

MIP VII Limited Partnership ("MIP VII")

Clairvest Special VII Limited Partnership ("Clairvest SLP VII")

2141788 Ontario, a limited partner of CEP III Co-Invest, CEP V Co-Invest, and CEP VII Co-Invest, is a wholly owned acquisition entity of Clairvest. CVG Invest is a wholly owned acquisition entity of Clairvest which holds certain marketable securities that were previously held by Clairvest. Clairvest's relationship with CEP III Co-Invest and MIP III, CEP IV Co-Invest and MIP IV, CEP V Co-Invest, Clairvest GP V and MIP V, CEP VI Co-Invest, MIP VI and Clairvest SLP VI, and CEP VII Co-Invest, MIP VII and Clairvest SLP VII are described in the Transaction with Related Parties and Off-Statement of Financial Position Arrangements section of the MD&A.

Clairvest invests its own capital, and that of third parties, through various Clairvest Equity Partnerships (together, the "CEP Funds") in carefully selected companies that have the potential to generate superior returns. These Partnerships include the following:

Clairvest Equity Partners III Limited Partnership ("CEP III")

Clairvest Equity Partners IV Limited Partnership ("CEP IV")

Clairvest Equity Partners IV-A Limited Partnership ("CEP IV-A")

which collectively, are herein referred to as Clairvest Equity Partners III and IV.

Clairvest Equity Partners V Limited Partnership ("CEP V")

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CEP V HI India Investment Limited Partnership ("CEP V India")

Clairvest Equity Partners V-A Limited Partnership ("CEP V-A")

Clairvest Equity Partners VI Limited Partnership ("CEP VI")

Clairvest Equity Partners VI-A Limited Partnership ("CEP VI-A")

Clairvest Equity Partners VI-B Limited Partnership ("CEP VI-B")

Clairvest Equity Partners VII Limited Partnership ("CEP VII")

Clairvest Equity Partners VII-A Limited Partnership ("CEP VII-A")

Clairvest Equity Partners VII-B Limited Partnership ("CEP VII-B")

which collectively, are herein referred to as Clairvest Equity Partners V, VI and VII.

The Company concluded that its ownership interests in the CEP Funds, which meet the definition of structured entities under IFRS, do not meet the definition of control under IFRS. Accordingly, the financial positions and operating results of the CEP Funds are not included in Clairvest's consolidated financial statements.

All amounts are in Canadian dollars unless otherwise indicated.

CRITICAL ACCOUNTING ESTIMATES

The consolidated financial statements as at and for the year ended March 31, 2025, contain certain disclosures not included in the consolidated financial statements as at and for the quarter ended December 31, 2025, accordingly, this MD&A should be read in conjunction with the audited consolidated financial statements as at and for the year ended March 31, 2025.

Clairvest prepared its consolidated financial statements in accordance with IFRS 10, Consolidated Financial Statements ("IFRS 10"), as issued by the International Accounting Standards Board. For a discussion of all material accounting policies which includes a discussion of the Company's critical accounting estimates, refer to note 2 to the consolidated financial statements. A description of critical accounting estimates is provided below.

Fair value of financial assets or liabilities

When a financial asset or liability is initially recognized, its fair value is generally the value of consideration paid or received. Acquisition costs relating to corporate investments are not included as part of the cost of the investment. Subsequent to initial recognition, the fair value of an investment quoted on an active market is generally the bid price on the principal exchange on which the investment is traded. In determining the fair value for such investments, the Company considers the nature and length of the restriction, business risk of the investee company, its stage of development, market potential, relative trading volume and price volatility. Additionally, there are several other factors the Company considers in determining the value at which to carry an investment quoted on an active market, including factors that may be unique to Clairvest and its business model. These factors can and do sometimes include, inter alia, the amount of public float and the depth of market liquidity for a particular stock, the size of our position and the amount of time it would take to dispose of our position at acceptable prices, any applicable lock-up or other contractual restrictions, whether or not Clairvest is an affiliate of the issuer of the securities, whether or not we have registration rights, the availability of safe harbor from registration requirements for resales of our position, and whether or not the securities are restricted securities or control securities. As a result of these factors, Clairvest's internal valuation could differ from that of other investors. Where Clairvest's internal valuation differs from the publicly traded price of a company's shares, Clairvest's internal valuation in no way reflects a disagreement with the publicly traded price. Estimated costs of disposition are not included in the fair value determination.

In the absence of an active market, the fair values are determined by management using the appropriate valuation methodologies after considering the history and nature of the business, operating results and financial conditions, the general economic, industry and market conditions, capital market and transaction market conditions, contractual rights relating to the investment, public market comparables, private market transactions multiples and, where applicable, other pertinent considerations. The process of valuing investments for which no active market exists is inevitably based on inherent uncertainties and the resulting values may differ from values that would have been used had an active market existed. The amounts at which Clairvest's privately held investments could be disposed of may differ from the fair value

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assigned and the differences could be material. Estimated costs of disposition are not included in the fair value determination.

A change to an estimate with respect to Clairvest's privately held corporate investments or publicly traded corporate investments would impact corporate investments and net investment gain.

Recognition of carried interest and corresponding expenses

The Company recognizes carried interest from Clairvest Equity Partners III and IV on its consolidated statements of financial position which is based on the fair values of the financial instruments held by those funds. As discussed previously, fair values of certain financial instruments are determined using valuation techniques which by their nature involve the use of estimates and assumptions. Changes in the underlying estimates and assumptions could materially impact the determination of the fair value of these financial instruments. Imprecision in determining fair value using valuation techniques may affect the calculation of carried interest receivable and the resulting accrued liabilities for future payouts relating to these carried interest receivables at the statement of financial position date. In accordance with IFRS 15 Revenue from Contracts with Customers ("IFRS 15"), the Company would only recognize carried interest from Clairvest Equity Partners III and IV in the event a significant reversal during a future period is highly improbable. The carried interest from Clairvest Equity Partners V, VI and VII and the amounts ultimately payable to the limited partners of the corresponding MIP Partnerships are accounted for at fair value through profit or loss in accordance with IFRS 10 and included in Corporate Investments.

Deferred income taxes

The process of determining deferred income tax assets and liabilities requires management to exercise judgment while considering the anticipated timing of disposal of corporate investments, and proceeds thereon, tax planning strategies, changes in tax laws and rates, and loss carryforwards. Deferred income tax assets are only recognized to the extent that, in the opinion of management, it is probable that the deferred income tax asset will be realized. A change to an accounting estimate with respect to deferred income taxes would impact deferred income tax liability and income tax expense.

FINANCIAL CONDITION AND BOOK VALUE

The following table summarizes the Company's financial position and book value:

Financial Position
(\$000's) (except share and per share information)
As at	December 31, 2025	September 30, 2025	March 31, 2025
Cash, cash equivalents and temporary investments ("treasury funds")	287,111	242,010	295,728
Carried interest from Clairvest Equity Partners IV	44,055	47,415	48,517
Corporate investments, including carried interest from Clairvest Equity Partners V, VI and VII, and net of corresponding management participation(1)	957,448	877,349	942,857
Total assets	1,406,365	1,310,589	1,429,435
Management participation from Clairvest Equity Partners IV	35,074	36,996	37,718
Total liabilities	151,203	156,245	177,844
Book value	1,255,162	1,154,344	1,251,591
Book value per share	91.66	83.92	88.30
Number of common shares outstanding	13,694,131	13,754,631	14,173,631

⁽¹⁾ Includes carried interest of \$178,380 (September 30: \$127,847; March 31: \$141,897) and management participation of \$128,018 (September 30: \$91,450; March 31: \$105,457) from Clairvest Equity Partners V, VI and VII, and \$139,417 (September 30: \$140,427; March 31: \$162,235) in cash, cash equivalents and temporary investments held by Clairvest's acquisition entities.

Clairvest's book value increased by \$7.74 per share during the third quarter of fiscal 2026. The increase was primarily due to \$105.1 million, or \$7.65 per share, in net income and comprehensive income ("net income") for the quarter and the accretive effect from the 60,500 common shares purchased and cancelled during the quarter as described in note 10 to the consolidated financial statements. Clairvest had one investment realization, F12.net, during the quarter and another one, Acera Insurance Services Ltd., subsequent to quarter end, which in aggregate, contributed \$74.7 million of investment gain on a pre-tax, pre-carry basis for the third quarter of fiscal 2026. Both realizations are further described in note 6 to the consolidated financial statements.

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ASSETS

As at December 31, 2025, the Company's treasury funds of \$287.1 million were held in cash, money market savings accounts rated not below R1-High, investment savings accounts, guaranteed investment certificates either rated not below A or principally protected by the Canada Deposit Insurance Corporation, term loans, marketable securities, and limited recourse capital notes as permitted by the Company's treasury policy (see notes 4 and 16 to the consolidated financial statements for a detailed discussion of the Company's treasury funds). 2141788 Ontario and CVG Invest also held \$135.3 million in cash, investment savings accounts, guaranteed investment certificates rated comparably, limited recourse capital notes, marketable securities and other fixed income securities as permitted by the Company's treasury policy. In addition, Clairvest is the beneficial owner of \$4.1 million in cash held in various acquisition entities which are controlled by Clairvest.

Clairvest maintains a \$100.0 million revolving credit facility which is participated in by several Schedule 1 Canadian chartered banks. The credit facility, which had an expiry of December 2029 and is eligible for a one-year extension on each anniversary of the closing date, bears interest at the bank prime rate plus 1.25% per annum on drawn amounts and a standby rate of 0.70% per annum on undrawn amounts. During the third quarter of fiscal 2026, the credit facility was extended to December 2030 under the same terms and conditions. The amount available under the credit facility as at December 31, 2025 was \$100.0 million, which is based on debt covenants and certain restrictions within the banking arrangement. No amounts were drawn on the facility during the quarter and as at December 31, 2025.

Carried interest from Clairvest Equity Partners III and IV is further described in note 8 to the consolidated financial statements.

As at December 31, 2025, Clairvest had corporate investments with a carrying value of \$957.4 million, an increase of \$80.1 million during the third quarter of fiscal 2026. Of this, \$766.6 million represented the fair value of Clairvest's investee companies, \$50.4 million represented carried interest from Clairvest Equity Partners V, VI, and VII net of management participation, and the remaining \$140.5 million represented other net assets held by Clairvest's acquisition entities. Certain of these acquisition entities, as further described in note 11 to the consolidated financial statements, invest alongside the CEP Funds.

The aggregate carrying value of Clairvest's investee companies increased by \$63.2 million during the third quarter of fiscal 2026, which primarily comprised the following:

• Net unrealized gain on investee companies of \$76.0 million from various investments in the private equity portfolio;
• An investment in Northfield Park totalling \$14.6 million;
• Follow-on investments made in existing portfolio companies, net of return of capital, totalling \$3.2 million; net of:
• Realization of F12 which had a carrying value of \$23.2 million as at September 30, 2025;
• Foreign exchange revaluation losses on investee companies totalling \$7.7 million, which is offset by foreign exchange gains totalling \$6.3 million from the foreign exchange hedging program.

Clairvest has implemented a hedging strategy because it has, directly and indirectly, several investments outside of Canada. In order to limit its exposure to changes in the value of these investments denominated in foreign currencies relative to the Canadian dollar, Clairvest and its acquisition entities consider and if determined appropriate, enter currency positions opposite these foreign denominated investments, thus creating hedges against fluctuation in the underlying currencies of Clairvest's investments. For the quarter ended December 31, 2025, the foreign exchange adjustments made in Clairvest's valuation of its investee companies is partially offset by the foreign exchange adjustments made in the forward exchange forward contracts used to support its foreign exchange hedging strategy. Foreign exchange forward contracts are described in note 14 to the consolidated financial statements.

The following table details the cost and fair value of Clairvest's investee companies, aggregated by industry concentration, as at December 31, 2025 and March 31, 2025:

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	December 31, 2025			March 31, 2025
(\$000's)	Fair value	Cost	Difference	Fair value	Cost	Difference
Aerospace, defense and government services	168,953	107,901	61,052	161,443	104,611	56,832
Co-packing	23,661	17,106	6,555	18,127	17,106	1,021
Engineering consulting	7,483	7,814	(331)	—	—	—
Environmental services	58,171	55,109	3,062	26,735	29,992	(3,257)
Gaming	274,660	136,358	138,302	369,805	121,712	248,093
Insurance services	107,037	36,336	70,701	41,126	26,730	14,396
Life science services	3,185	9,900	(6,715)	3,251	9,900	(6,649)
Medical practice management	66,469	36,917	29,552	67,397	36,872	30,525
Renewable energy	51,923	52,213	(290)	51,517	52,213	(696)
Technology services	—	3,511	(3,511)	16,414	13,130	3,284
Other investments	5,041	2,199	2,842	5,591	2,199	3,392
	766,583	465,364	301,219	761,406	414,465	346,941

The cost and fair value of these investee companies do not reflect foreign exchange gains or losses on the foreign exchange forward contracts entered as economic hedges against the Company's foreign currency-denominated investments. Significant activities of each investee company during the third quarter of fiscal 2026 are further described in note 6 to the consolidated financial statements.

LIABILITIES

As at December 31, 2025, Clairvest had \$151.2 million in liabilities, which included \$12.9 million in accrued management compensation, \$49.9 million in share-based compensation, \$35.1 million in management participation from Clairvest Equity Partners III and IV, and \$42.8 million current and deferred income tax liability. \$82.2 million of these liabilities are payable only upon the cash realization of certain investments of Clairvest or the CEP Funds, and the cash realizations are expected to far exceed the payments required upon these realizations.

The \$49.9 million in share-based compensation included \$5.6 million accrued under the Non-Voting Option Plan, \$18.3 million under the Employee Deferred Share Units ("EDSU") plan, \$7.3 million under the Book Value Appreciation Rights plan, and \$18.6 million under the Directors Deferred Share Units and Appreciation Deferred Share Units plan.

Management participation is further described in note 8 to the consolidated financial statements.

EQUITY AND SHARE INFORMATION

Clairvest has normal course issuer bids ("NCIB") outstanding enabling it to purchase up to 718,192 common shares during the 12-month period ending March 9, 2026. During the third quarter of fiscal 2026, the Company purchased and cancelled 60,500 common shares under the NCIB for an aggregate cost of \$4.3 million.

As at December 31, 2025, Clairvest had 13,694,131 common shares issued and outstanding. Additionally, 13,300 shares were purchased and cancelled subsequent to quarter end up to February 11, 2026, such that, Clairvest had 13,680,831 common shares issued and outstanding as at February 11, 2026.

No Non-Voting Shares had been issued as at December 31, 2025. The Non-Voting Shares, which have a two times preference over the common shares, were authorized as part of the Non-Voting Option Plan as described below.

Options granted under the Non-Voting Option Plan are exercisable for Non-Voting Shares. The Non-Voting Option Plan has a cash settlement feature. Options granted under this plan vest at a rate of one-fifth of the grant at the end of each year over a five-year period. As at December 31, 2025, 605,981 options were outstanding, 278,373 options of which had vested.

The Company's EDSU plan which provides, among other things, that participants may elect annually to receive all or a portion of their annual bonus amounts that would otherwise be payable in cash in the form of EDSUs. EDSUs may be redeemed for cash or for common shares of the Company in accordance with the terms of the plan. Clairvest is required to

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reserve one common share for each EDSU issued under the EDSU Plan. The maximum number of Clairvest common shares reserved for the EDSU Plan is 350,000 common shares, which represents approximately 2.6% of the outstanding number of common shares. As at December 31, 2025, 258,705 EDSUs were outstanding under the EDSU Plan.

FINANCIAL RESULTS

Net income for the quarter ended December 31, 2025 was \$105.1 million, compared with a net income of \$38.5 million for the same period during the last fiscal year. The following table summarizes the composition of net income:

FINANCIAL RESULTS

(\$000's) (except per share information)		Quarter ended December 31		Nine months ended December 31
	2025	2024	2025	2024
Net investment gain (loss) (A)
- Investee companies inclusive of foreign exchange hedging activities	96,951	25,898	4,335	71,103
- Temporary investments	7,111	3,026	19,205	9,250
- Carried interest and management participation from Clairvest Equity Partners V, VI and VII	13,965	3,067	13,922	6,818
- Acquisition entities including distributions, interest, dividends and fees received from investee companies and net of taxes paid or payable by these acquisition entities
	1,465	(9,687)	23,506	(83,361)
	119,492	22,304	60,968	3,810
Distributions, interest income, dividends and fees (B)
- CEP Funds	9,933	7,705	28,378	25,801
- Investee companies	1,544	1,031	4,524	3,490
Treasury funds(1) -	1,991	4,378	8,720	13,629
- Acquisition entities and other	377	14,136	511	94,758
	13,845	27,250	42,133	137,678
Carried interest from Clairvest Equity Partners III and IV (C)	(3,360)	2,930	(4,462)	4,461
Total expenses (D)	9,395	6,154	38,608	28,194
Net income before income taxes (A+B+C-D)	120,582	46,330	60,031	117,755
Income tax expense	15,468	7,880	10,331	16,434
Net income	105,114	38,450	49,700	101,321
Net income per share	7.65	2.70	3.74	7.01
Net income per share - fully diluted	7.65	2.70	3.74	7.01

⁽¹⁾ Includes realized gains/losses and market value changes to Clairvest's treasury funds.

The Company fair values its acquisition entities which hold Clairvest's interest in its investee companies as well as other assets and liabilities. Distributions, interest, dividends and fees earned from and realized gains and net change in unrealized gains or losses on the investee companies held by acquisition entities, including foreign exchange fluctuations and the hedging activities related to managing the foreign currency exposure of these investments, and income taxes incurred by these acquisition entities, are reflected in net investment gain until the net proceeds are distributed out of these acquisition entities, at which point the Company would record a distribution or a dividend from acquisition entities and reverse the net investment gain or loss which had previously been recorded.

The following tables summarize, by industry concentration, the net investment gain or loss of investee companies for the quarters and nine months ended December 31, 2025 and 2024. This net investment gain or loss is inclusive of the foreign exchange hedging activities related to these investments:

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NET INVESTMENT GAIN (LOSS) ON INVESTEE COMPANIES

Quarter ended December 31 (\$000's)		2025			2024
	Net realized gain	Net unrealized gain	Foreign exchange loss(1)	Total	Total
Aerospace, defense and government services	—	5,829	(72)	5,757	5,842
Co-packing	—	1,483	—	1,483	—
Engineering consulting	—	—	(25)	(25)	—
Environmental services	—	3,231	(159)	3,072	1,315
Equipment rental	1,514	—	—	1,514	—
Gaming	—	8,755	(513)	8,242	11,379
Insurance services	—	53,832	—	53,832	3,006
Life science services	—	—	(16)	(16)	(78)
Medical practice management	—	1,817	(311)	1,506	3,570
Renewable energy	—	1,039	(244)	795	(636)
Technology services	20,870	—	—	20,870	1,407
Other investments	—	—	(79)	(79)	93
Net investment gain (loss) on investee companies	22,384	75,986	(1,419)	96,951	25,898

⁽¹⁾ Inclusive of foreign exchange hedging activities

NET INVESTMENT GAIN (LOSS) ON INVESTEE COMPANIES

Nine months ended December 31 (\$000's)		2025
	Net realized gains	Net unrealized gain (loss)	Foreign exchange loss(1)	Total	Total
Aerospace, defense and government services	—	5,018	(364)	4,654	6,231
Co-packing	—	5,534	—	5,534	—
Engineering consulting	—	—	(101)	(101)	—
Environmental services	354	7,410	(421)	7,343	28,158
Equipment rental	1,514	—	—	1,514	3,694
Gaming	—	(97,632)	(3,767)	(101,399)	39,358
Insurance services	—	56,305	—	56,305	3,970
Life science services	—	—	(44)	(44)	(7,095)
Medical practice management	—	2,114	(963)	1,151	9,593
Renewable energy	—	2,827	(645)	2,182	(6,317)
Technology services	20,870	6,754	—	27,624	(6,340)
Other investments	—	(303)	(125)	(428)	(149)
Net investment gain (loss) on investee companies	22,738	(11,973)	(6,430)	4,335	71,103

⁽¹⁾ Inclusive of foreign exchange hedging activities

Investment and divestiture activities are further described in note 6 to the consolidated financial statements.

During the third quarter of fiscal 2026, the net impact of foreign exchange on the investee companies after consideration of foreign exchange hedging activities included a foreign exchange loss of \$1.4 million (2025 – \$0.3 million) on U.S. dollar denominated investments.

The Company and its acquisition entities also receive distributions, interest, and dividends or fees from various investee companies. The following table summarizes the income earned by the Company and its acquisition entities for the quarters and nine months ended December 31, 2025 and 2024:

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DISTRIBUTIONS, INTEREST, DIVIDENDS AND FEES FROM INVESTEE COMPANIES

Quarter ended December 31 (\$000's)		2025
	Earned directly by Clairvest	Earned through acquisition entities	Total	Total
Distributions and interest income
Aerospace, defense and government services	—	161	161	250
Engineering consulting	—	216	216	—
Environmental services	—	61	61	90
Gaming	—	267	267	199
Life science services	—	30	30	22
Medical practice management	—	348	348	919
Renewable energy	—	11	11	11
	—	1,094	1,094	1,491
Dividend income
Advisory and other fees	1,544	—	1,544	1,031
Distributions, interest, dividends and fees from investee companies	1,544	1,094	2,638	2,522

DISTRIBUTIONS, INTEREST, DIVIDENDS AND FEES FROM INVESTEE COMPANIES

Nine months ended December 31 (\$000's)			2024
	Earned directly by Clairvest	Earned through acquisition entities	Total	Total
Distributions and interest income
Aerospace, defense and government services	—	630	630	835
Co-packing	—	—	—	60
Engineering consulting	—	216	216	—
Environmental services	—	320	320	364
Gaming	—	794	794	1,817
Life science services	—	86	86	22
Medical practice management	—	989	989	919
Renewable energy	—	33	33	22
Other investments	—	—	—	110
	—	3,068	3,068	4,149
Dividend income
Gaming	—	—	—	10
Advisory and other fees	4,524	—	4,524	3,087
Distributions, interest, dividends and fees from investee companies	4,524	3,068	7,592	7,246

The Company and its acquisition entities also receive distributions, fees and interest from the CEP Funds as described in note 7 to the consolidated financial statements. The following table summarizes the distributions, fees and interest earned from the CEP Funds for the quarters and nine months ended December 31, 2025 and 2024:

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DISTRIBUTIONS, FEES AND INTEREST FROM THE CEP FUNDS

Quarter ended December 31 (\$000's)			2024
	Earned directly by Clairvest	Earned through acquisition entities	Total	Total
Priority distributions	3,134	—	3,134	2,611
Management fees	6,414	—	6,414	4,848
Interest on loans advanced	385	28	413	246
Distributions, fees and interest from the CEP Funds	9,933	28	9,961	7,705
Nine months ended December 31 (\$000's)		2025		2024
	Earned	Earned through

directly by Clairvest acquisition

entities Total Total

The Company also earns carried interest from the CEP Funds. As described in note 8 to the consolidated financial statements, carried interest from Clairvest Equity Partners III and IV is recorded in carried interest in accordance with IFRS 15 and carried interest from Clairvest Equity Partners V, VI and VII is recorded in net investment gain or loss in accordance with IFRS 10.

Priority distributions 9,109 — 9,109 8,975 Management fees 17,853 — 17,853 16,229 Interest on loans advanced 1,416 48 1,464 819 Distributions, fees and interest from the CEP Funds 28,378 48 28,426 26,023

The following tables summarize the realized carried interest and the net change in unrealized carried interest for Clairvest Equity Partners III and IV, and Clairvest Equity Partners V, VI and VII for the quarters and nine months ended December 31, 2025 and 2024:

NET CARRIED INTEREST INCOME

		Quarter ended		Nine months ended
(\$000's)		December 31		December 31
	2025	2024	2025	2024
Realized carried interest from CEP III and IV	—	7,840	—	7,840
Net change in unrealized carried interest from CEP III and IV	(3,360)	(4,910)	(4,462)	(3,379)
Realized carried interest from CEP V, VI and VII	—	806	—	36,806
Net change in unrealized carried interest from CEP V, VI and VII	50,533	9,596	36,483	(10,020)
Net carried interest income(1)	47,173	13,332	32,021	31,247

⁽¹⁾ Includes carried interest which are ultimately paid to non-Clairvest participants if and when they are payable, which are recorded as management participation as described below

Included in distributions and interest income for the third quarter of fiscal 2026 was interest earned from treasury funds of \$1.5 million (2025 – \$3.9 million). Acquisition entities of Clairvest earned interest from their treasury funds totalling \$1.2 million during the third quarter of fiscal 2026 (2025 – \$2.0 million). The Company also had \$7.1 million in net investment gain on its treasury funds during the third quarter of fiscal 2026 (2025 – \$3.0 million). During the quarter, the Company and its acquisition entities sold marketable securities in the temporary investment portfolio for total cash proceeds of \$8.4 million. As at December 31, 2025, the Company and its acquisition entities held \$83.5 million in marketable securities within the temporary investment portfolio.

Total expenses for the third quarter of fiscal 2026 were \$9.4 million, compared with \$6.2 million for the same quarter last year. The following table summarizes expenses incurred by the Company for the quarters and nine months ended December 31, 2025 and 2024:

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TOTAL EXPENSES, EXCLUDING INCOME TAXES (\$000's)

	Quarter ended December 31		Nine months ended December 31
	2025	2024	2025	2024
Employee compensation and benefits	6,167	4,871	16,654	17,214
Share-based compensation expenses	1,414	79	5,748	3,759
Administration and other expenses	2,698	1,883	7,343	6,155
Finance and foreign exchange expenses (recovery)	1,038	(2,929)	11,507	(2,321)
Management participation from Clairvest Equity Partners III and IV	(1,922)	2,250	(2,644)	3,387
Total expenses, excluding income taxes	9,395	6,154	38,608	28,194

The following table summarizes share-based compensation expenses incurred by the Company for the quarters and nine months ended December 31, 2025 and 2024:

TOTAL SHARE-BASED COMPENSATION EXPENSES (\$000's)

	Quarter ended December 31		Nine months ended December 31
	2025	2024	2025	2024
Non-voting options expense (recovery)	(444)	(330)	1,231	(2,820)
Book value appreciation rights expense	1,630	452	2,911	7,591
Deferred share units and appreciation deferred share units expense (recovery)	375	—	1,265	(570)
Employee deferred shares units expense (recovery)	(147)	(43)	341	(442)
Total share-based compensation expenses	1,414	79	5,748	3,759

Management participation is further described in note 8 to the consolidated financial statements.

The Company incurred \$15.5 million in income taxes (2025 – \$7.9 million), and its acquisition entities incurred \$2.2 million in income taxes during the third quarter of fiscal 2026 (2025 – recovered \$0.3 million in income taxes). Income taxes incurred by the Company's acquisition entities are reflected in net investment gain.

Quarterly results (\$000's except per share information)	Gross revenue(1) \$	Net income (loss) \$	Net income (loss) per common share \$	Net income (loss) per common share fully diluted(2) \$
December 31, 2025	129,977	105,114	7.65	7.65
September 30, 2025	(80,188)	(76,750)	(5.43)	(5.43)
June 30, 2025	48,850	21,336	1.51	1.51
March 31, 2025	30,532	20,721	1.46	1.46
December 31, 2024	52,484	38,450	2.70	2.70
September 30, 2024	54,526	38,950	2.68	2.68
June 30, 2024	38,939	23,921	1.63	1.63
March 31, 2024	34,926	26,103	1.78	1.78

⁽¹⁾ Includes net investment gain (loss)

OUTLOOK

As a long-term investor, Clairvest is focused on building value in its investee companies by contributing strategic expertise, guiding management through volatile times and helping its investee companies capitalize on new opportunities that arise.

As at December 31, 2025, Clairvest had \$1.8 billion of capital available for future investments through treasury funds, credit facilities and access to funds at its acquisition entities and uncalled capital in the CEP Funds. With the available

⁽²⁾ The sum of quarterly net income per common share may not equal the year-to-date net income per common share due to rounding and the dilutive effect on any quarters which may not be applicable for the full year.

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funds, Clairvest has ample liquidity to support its investee companies as appropriate and to continue its active pursuit of new investment opportunities to enhance shareholder value.

TRANSACTIONS WITH RELATED PARTIES

Clairvest is entitled to other various entitlements from its acquisition entities as described in note 11 to the consolidated financial statements.

As at December 31, 2025, Clairvest had accounts receivable from its investee companies totalling \$9.8 million, CEP IV totalling \$27 thousand, CEP IV-A totalling \$0.3 million, CEP V totalling \$32 thousand, CEP V-A totalling \$30 thousand, CEP VI totalling \$0.3 million, CEP VI-A totalling \$3.2 million, CEP VI-B totalling \$0.4 million, CEP VII totalling \$17.1 million, CEP VII-A totalling \$15.1 million and CEP VII-B totalling \$20.3 million. Additionally, acquisition entities of Clairvest which were not consolidated had accounts receivable from CEP III totalling \$0.5 million.

In addition, the Company advances loans to its acquisition entities, the CEP Funds, and investee companies. During the third quarter of fiscal 2026, the Company received a net repayment of \$14.4 million on these loans such that \$19.3 million in loans remained outstanding as at December 31, 2025.

As at December 31, 2025, Clairvest had advanced share purchase loans to certain employees of Clairvest totalling \$9.5 million. The loans are interest bearing, have full recourse to the individual and are collateralized by the common shares of Clairvest owned by the employees with a market value as at December 31, 2025 of \$10.5 million. None of these loans were made to key management.

Key management at Clairvest includes the Chief Executive Officer ("CEO"), the President, and its directors. In addition to a cash salary, the CEO and the President are entitled to annual discretionary cash bonuses, an annual objective cash bonus, and various share-based compensation plans. Aggregate compensation paid to the CEO and the President during the third quarter of fiscal 2026 was \$0.4 million. As at December 31, 2025, the total amounts payable to the CEO and the President under the aforementioned plans was \$12.6 million. As at December 31, 2025, the total amounts payable to the directors of Clairvest under the DSU, ADSU and Non-Voting Option plans was \$19.0 million.

During the third quarter of fiscal 2026, Clairvest earned \$1.5 million in advisory and other fees from its investee companies.

Clairvest and a related party of Clairvest, through a limited partnership, own an aircraft that is available for use by both parties. Clairvest and the related party each hold a 50% limited partnership interest. As Clairvest, through a wholly-owned subsidiary, is the general partner of the limited partnership, Clairvest has recognized 100% of the net book value of the aircraft and a liability for the 50% ownership held by the related party. The cost of the aircraft is included in fixed assets and the liability in accounts payable and accrued liabilities.

OFF-STATEMENT OF FINANCIAL POSITION ARRANGEMENTS

Clairvest had agreed to guarantee up to \$5.0 million to support a credit facility provided to Brunswick Bierworks by its bank. During the third quarter of fiscal 2026, Brunswick Bierworks extinguished this credit facility and as such the guarantee was also extinguished. Also during the third quarter of fiscal 2026, Clairvest and the CEP VI Fund agreed to guarantee up to \$12.5 million in support of a new credit facility for Brunswick Bierworks. Clairvest will assume the lender's security position that supports the loans provided by the lender should they be called and intends to allocate any amounts called under this guarantee to the CEP VI Fund Investors on a pro-rata basis in accordance with their respective capital commitments in the CEP VI Fund.

Clairvest, together with CEP VI, CEP VI-A and CEP VI-B, in support of the credit facility provided by various banks to New Hampshire Gaming, has guaranteed to fund any and all cost overruns during the construction of a large-scale historical horse racing facility by New Hampshire Gaming ("The Nash"), as well as operating deficiencies of the new facility for a specified period of time and up to US\$15.0 million. Additionally, Clairvest, together with CEP VI, CEP VI-A and CEP VI-B had entered an agreement with the other investor of New Hampshire Gaming to indemnify 50% of any

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guarantees funded. Clairvest intends to allocate any amounts called under these guarantees and indemnity to CEP VI Co-Invest, CEP VI, CEP VI-A and CEP VI‐B on a pro‐rata basis in accordance with their respective capital commitments in the CEP VI Fund. During the third quarter of fiscal 2026, the guarantee for cost overruns on the construction of The Nash was extinguished.

In connection with its normal business operations, the Company and its investee companies may, from time to time be involved in legal proceedings, including regulatory investigations, in which claims for monetary damages may be asserted. Clairvest may accrue a liability if, in the opinion of management, it is both probable that costs will be incurred to resolve the matter, and an estimate can be made of the amount of the obligation. While there is inherent difficulty in predicting the outcome of these matters, based on our current knowledge, management does not expect these matters, individually or in aggregate, to have a material adverse effect on its financial statements.

DERIVATIVE FINANCIAL INSTRUMENTS

The Company and its acquisition entities entered foreign exchange forward contracts as economic hedges against the fair value of its foreign-denominated investments and loans in accordance with its foreign exchange hedging policy. Foreign exchange hedging activities during the third quarter of fiscal 2026 are further described in note 14 to the condensed consolidated financial statements.

RISK MANAGEMENT

The private equity investment business involves accepting risk for potential return and is therefore affected by a number of risk factors. These factors, categorized as market risk, investing process risk and other risks, are described below. Additional risks not currently known to us or that we currently believe to be immaterial may also have a material adverse effect on future business of the Company.

Market risk

Fair value risk

Fair value risk includes exposure to fluctuations in the fair market value of the Company's investments. The Company's objective is to invest in long-term private equity investments and its holdings may include publicly traded companies which originated from its private equity investments. These companies will likely exhibit share price volatility such that the publicly traded share price may not be the best proxy of value. The Company's investments in these public companies may trade at share prices which are not indicative of the Company's realizable value due to factors including illiquidity of the security and potential adverse consequences when a significant shareholder sells its position. Accordingly, when the Company liquidates the investments in these types of public company shares, its ultimate realized proceeds may be materially different than the valuation at the end of any reporting period which is based on the publicly traded share price at that time and subject to certain adjustments as warranted.

Included in corporate investments are investee companies for which the fair values have been estimated based on assumptions that may not be supported by observable market prices. The most significant unobservable inputs for fair value measurement is either revenue or earnings before interest, taxes, depreciation and amortization ("EBITDA") and the multiple which is applied to either revenue or EBITDA in each individual investee company. In determining the appropriate multiple, Clairvest considers i) public company multiples for companies in the same or similar businesses; ii) where information is known and believed to be reliable, multiples at which recent transactions in the industry occurred; and iii) multiples at which Clairvest invested directly or indirectly in the company, or for follow-on investments or financings. The resulting multiple is adjusted, if necessary, to consider differences between the investee company and those the Company selected for comparisons and factors include public versus private company, company size, same versus similar business, as well as with respect to the sustainability of the company's earnings and current economic environment. Revenue or earnings multiples used are based on public company valuations as well as private market multiples for comparable companies. Revenues are based on current run-rates adjusted for non-recurring items. Earnings are based on the last twelve-month EBITDA and, if necessary, adjusted for any non-recurring items such as restructuring expenses and annualized pro-forma adjustments from recently completed acquisitions. Adjustments to revenue or

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EBITDA may also consider forecasted impacts arising from the current economic environment or recent developments of the investee company.

The potential effects to the carrying value of the Company's investments are further described in note 17 to the interim condensed consolidated financial statements.

Clairvest may also use information with respect to recent transactions for valuation of private equity investments. When fair value is determined based on recent transaction information, this value is the most representative indication of fair value for a period of up to 12 months from the date of the investment. The fair value of term loans, debentures or loans is primarily determined using a discounted cash flow technique. This technique uses observable and unobservable inputs such as discount rates that consider the risk associated with the investment as well as future cash flows. For those investments valued based on recent transactions and discounted cash flows, Clairvest has determined that there are no reasonable alternative assumptions that would change the fair value materially as at December 31, 2025.

The Company's corporate investment portfolio was diversified across 22 investee companies in 9 industries as at December 31, 2025. Additionally, the Company has fair value risk on its temporary investments as it holds marketable securities in its treasury portfolio. The Company has considered current economic events and indicators in the valuation of its investee companies and its temporary investments.

Interest rate risk

Fluctuations in interest rates affect the Company's income derived from its treasury funds. For financial instruments which yield a floating interest rate, the income received is directly impacted by the prevailing interest rate. The fair value of financial instruments which yield a fixed interest rate would change when there is a change in the prevailing market interest rate. The Company manages interest rate risk on its treasury funds by conducting activities in accordance with the fixed income securities policy that is approved by the Audit Committee. Management's application of these policies is regularly monitored by the Audit Committee.

The potential effects on the Company's treasury funds from fluctuations in interest rates are further described in note 16 to the consolidated financial statements.

Certain of the Company's corporate investments are also held in the form of debentures and loans. Significant fluctuations in market interest rates can have a material impact on the carrying value of these investments.

Clairvest's investee companies are subject to interest rate risk. Significant changes in interest rates can materially increase the borrowing cost for these investee companies and in turn causes a negative impact to the profitability of these companies, which could have a material impact to the Company's fair value of these corporate investments. The Company manages this risk through oversight responsibilities with existing investee companies and may suggest these investee companies enter swap derivatives with their banking counterparties to hedge against this risk.

Currency risk

The Company has implemented a hedging strategy because it has, directly and indirectly, several investments outside of Canada, currently in the United States. The Company may also advance loans to investee companies which are denominated in foreign currencies. The general partner priority distributions and management fees for Clairvest Equity Partners VI and VII are denominated in United States dollars whereas the Company's overhead costs are in Canadian dollars. In order to limit its exposure to changes in the value of foreign denominated currencies relative to the Canadian dollar, Clairvest and its acquisition entities, subject to certain exceptions, entered hedging positions against these foreigndenominated currencies. In addition, there is a timing difference between the consolidated statements of financial position date and the investment valuation date given the timing of which information is available to make this determination. This could result in a delay in the implementation of the Company's hedging strategy. Accordingly, a significant depreciation in value in these currencies could result in a material impact to the performance of Clairvest, its investment portfolio and the carried interest the Company could earn from the CEP Funds.

A number of investee companies are subject to foreign exchange risk. A significant change in foreign exchange rates can have a significant impact on the profitability of these companies and in turn the Company's fair value of these corporate

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investments. The Company manages this risk through oversight responsibilities with existing investee companies and by reviewing the financial condition of investee companies regularly.

Commodity price risk

Certain Clairvest investee companies are subject to price fluctuations in commodities. Clairvest understands the risk of investing in cyclical industries which are largely tied to commodity prices and takes such risk into account in making these investments. The Company manages this risk through oversight responsibilities with existing investee companies and by reviewing the financial condition of investee companies regularly.

Investing process risk

Competition risk

Clairvest and the CEP Funds compete for acquisition of investments with many other investors, some of which may have greater depth of investment experience in particular industries or segment or greater financial resources. There may be intense competition for investments in which Clairvest intends to invest, and such competition may result in less favorable investment terms than would otherwise be the case. There can, therefore, be no assurance that the investments ultimately acquired by Clairvest will meet all the investment objectives of Clairvest, or that Clairvest will be able to invest all of the capital it has committed to invest alongside the CEP Funds. The Company manages this risk through a disciplined approach to investing its capital and that of the CEP Funds, and has strict investment policies where investments above a certain threshold require the approval of the Board of Directors.

Uncompleted and unspecified investment risk

The due diligence of each specific investment opportunity that Clairvest looks at and the negotiation, drafting and execution of the relevant agreements require substantial management time and attention and may incur substantial thirdparty costs. In the event that Clairvest elects not to complete a specific investment, the costs incurred up to that point for the proposed transaction are often not recoverable by Clairvest and the CEP Funds. Furthermore, in the event that Clairvest reaches an agreement relating to a specific investment, it may fail to complete such an investment for any number of reasons, including those beyond Clairvest's control. Any such occurrence could similarly result in a financial loss to Clairvest and the CEP Funds due to the inability to recoup any of the related costs incurred to complete a transaction. A shareholder must rely upon the ability of Clairvest's management in making investment decisions consistent with its investment objectives and policies. Shareholders will not have the opportunity to evaluate personally the relevant economic, financial and other information which is utilized by Clairvest in its selection of investments.

Minority investment risk

Clairvest and the CEP Funds may make minority equity investments in entities in which they do not legally control all aspects of the business or affairs of such entities. As at December 31, 2025, 11 of the 22 investments made by Clairvest and the CEP Funds were minority equity investments. In all investments, Clairvest monitors the performance of each investment, maintains an ongoing dialogue with each investee's management team and seeks board representation and negative controls as conditions of each investment.

Gaming investment risk

As at December 31, 2025, Clairvest's exposure to gaming investments represented 22.4% of its net book value. These investments are subject to the risks of any other investment but have heightened exposure to political and regulatory risk whereby a change in the political or regulatory regime governing the gaming industry in a particular jurisdiction where Clairvest's gaming assets are located, including those internationally, could have an impact on the ultimate returns of that investment. In addition, many of these investments involve the construction of a gaming facility whereby not only is Clairvest underwriting the risk of completing the facility on budget, but it is also relying on forecasted gaming revenue, versus historical results, which is only a best estimate. While a project is in construction and for a specified period thereafter, the owners of a newly constructed gaming facility may have to guarantee some or all of the bank facility or agree to fund any operating shortfall. The Company manages this risk through oversight responsibilities with existing investee companies and by reviewing the financial condition of investee companies regularly. Past performance of Clairvest provides no assurance of future success.

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Risks upon sale of investments

In connection with the disposition of an investee company, Clairvest and the CEP Funds may be required to make representations about the business and financial affairs of the business. Clairvest and the CEP Funds may also be required to indemnify the purchasers of such investee companies to the extent that any such representation turns out to be incorrect, inaccurate, or misleading.

Investment structure and taxation risks

Clairvest structures its investments in a manner that is intended to achieve its investment objectives. There can be no assurance that the structure of any investment will be as tax efficient as designed or that any particular tax result will be achieved, due to unanticipated tax law changes or unforeseen circumstances during the planning phase of the tax structuring. Furthermore, Clairvest's returns in respect of its investments may be reduced by withholding or other taxes imposed by jurisdictions in which Clairvest's investee companies are organized.

Other risks

Credit risk

Credit risk is the risk of a financial loss occurring as a result of default of a counterparty on its obligations to the Company. For the quarter ended December 31, 2025, there were no material income effects on changes of credit risk on financial assets. The Company manages credit risk on corporate investments through thoughtful planning, strict investment criteria, significant due diligence of investment opportunities and oversight responsibilities with existing investee companies and by conducting activities in accordance with investment policies that are approved by the Board of Directors. Management's application of these policies is regularly monitored by the Board of Directors. Management and the Board of Directors review the financial condition of its investee companies regularly.

The Company is also subject to credit risk on its accounts receivable and loans receivable, a significant portion of which are with its investee companies and its CEP Funds. The Company manages this risk through its oversight responsibilities with existing investee companies by reviewing their financial conditions regularly, and through its fiduciary duty as manager of the CEP Funds and by maintaining sufficient uncalled capital for the CEP Funds to settle obligations as they come due.

The Company manages counterparty credit risk on derivative instruments by only contracting with counterparties which are Schedule 1 Canadian chartered banks.

The Company manages credit risk on its treasury funds by conducting activities in accordance with the fixed income securities policy which is approved by the Audit Committee. The Company also manages credit risk by contracting with counterparties which are Schedule 1 Canadian chartered banks or through investment firms where Clairvest's funds are segregated and held in trust for Clairvest's benefit. With respect to the other fixed income securities under temporary investments, the Company reviews the credit quality of the counterparties through underwriting information provided by agents or brokers which are specialized in brokering these investments and in each case the Company's investment in these counterparties represents the most senior security in the counterparty's capital structure. Management's application of these policies is regularly monitored by the Audit Committee. Management and the Audit Committee review credit quality of cash equivalents and temporary investments regularly.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. Financial obligations arising from off-statement of financial position arrangements have been previously discussed. Accounts payable, loans payable, and derivative instruments have maturities of less than one year. Management participation liability, share-based compensation liability, and amounts accrued under the Bonus Program are only due upon cash realization or completion of the respective vesting periods. Total unfunded commitments to co-invest alongside the CEP Funds, as described were \$476.1 million as at December 31, 2025. The timing of any amounts to be funded under these commitments is dependent upon the timing of investment acquisitions, which are made at the sole discretion of the Company.

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The Company manages liquidity risk by maintaining a conservative liquidity position that exceeds all liabilities payable on demand. The Company invests treasury funds in liquid assets such that they are available to cover any potential funding commitments and guarantees. In addition, the Company maintains a \$100.0 million credit facility which was undrawn as at December 31, 2025.

As at December 31, 2025, Clairvest had treasury funds, inclusive of those held at acquisition entities, of \$426.5 million and access to \$100.0 million in credit to support its obligations and current and anticipated corporate investments. Clairvest also had access to \$1.3 billion of uncalled committed third-party capital through the CEP Funds as at December 31, 2025 to invest alongside Clairvest's capital.

Conflicts of interest risk

Clairvest's primary business is that of a private equity investor investing its own capital but it also manages third-party capital through the CEP Funds. In accordance with the various fund agreements for the CEP Funds, Clairvest is required to invest alongside the CEP Funds unless the relevant CEP Fund investor committee approves such an investment to be invested by Clairvest without the CEP Funds' participation. Accordingly, Clairvest shareholders may not realize the full benefit of Clairvest investment opportunities as such opportunities are required to be shared with the CEP Funds.

Risk of CEP Fund Limited Partners' failure to meet capital calls

The general partner of the CEP Funds is responsible to manage the affairs of the CEP Funds, which includes calling capital for investments made by the CEP Funds. If a limited partner of the CEP Funds fails to make the required capital contribution when due, Clairvest could be required to increase its investment under certain conditions. The general partner of the CEP Funds manages this risk through designing the terms of the CEP Funds appropriately and due diligence of potential limited partners of the CEP Funds prior to admitting them to the partnership.

Minority shareholder risks

As at December 31, 2025, Clairvest's Board of Directors and employees owned approximately 84% of Clairvest's common shares and the CEO owned or controlled over 50% of the total common shares of the Company. Accordingly, the CEO and other insider shareholders have the ability to exercise substantial influence with respect to Clairvest's affairs and can usually dictate the outcome of shareholder votes and may have the ability to prevent certain fundamental transactions.

Accordingly, Clairvest shares may be less liquid and trade at a relative discount compared to circumstances where such large shareholders did not have the ability to significantly influence or determine matters affecting Clairvest.

DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

In accordance with National Instrument 52-109, "Certification of Disclosure in Issuers' Annual and Interim Filings", issued by the Canadian Securities Administrators ("CSA"), Management has evaluated the effectiveness of Clairvest's disclosure controls and procedures as at December 31, 2025 and concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed by Clairvest in its corporate filings is recorded, processed, summarized and reported within the required time period for the quarter then ended.

National Instrument 52-109 also requires certification from the CEO and the Chief Financial Officer to certify their responsibilities for establishing and maintaining internal controls with regards to the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. Management has evaluated Clairvest's design and operational effectiveness of internal controls over financial reporting for the quarter ended December 31, 2025. Management has concluded that the design of internal controls over financial reporting was effective and operated as designed as at December 31, 2025 based on this evaluation. There were no changes in internal controls during the most recent interim period that has materially affected, or is reasonably likely to materially affect, internal controls over financial reporting. The Company has not identified any weakness that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.

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USE OF NON-IFRS MEASURES

This MD&A contains references to various non-IFRS financial measures, including "book value" and "book value per share". Book value is calculated as the value of total assets less the value of total liabilities. Book value per share is calculated as book value divided by the total number of common shares of the Company outstanding as at a specific date. The terms book value and book value per share do not have any standardized meaning according to IFRS. There is no comparable IFRS financial measure presented in the Company's consolidated financial statements and thus no applicable quantitative reconciliation for such non-IFRS financial measure. The Company believes that the measure provides information useful to its shareholders in understanding our performance, and may assist in the evaluation of the Company's business relative to that of its peers.

FORWARD-LOOKING STATEMENTS

A number of the matters discussed in this MD&A deal with potential future circumstances and developments and may constitute "forward-looking" statements. These forward-looking statements can generally be identified as such because of the context of the statements and often include words such as the Company "believes", "anticipates", "expects", "plans", "estimates" or words of a similar nature.

The forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The impact of any one risk factor on a particular forward-looking statement is not determinable with certainty as such factors are interdependent upon other factors, and management's course of action would depend upon its assessment of the future considering all information then available.

All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The Company assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.