Dexleigh Corporation — M&A Activity 1998

Nov 23, 1998

DEXLEIGH CORPORATION

MATERIAL CHANGE REPORT

Form 27 - Securities Act (Ontario)

Form 27 - Securities Act (British Columbia)

Reporting Issuer

Dexleigh Corporation (“Dexleigh”)

Box 762, Suite 4440

BCE Place, 181 Bay Street

Toronto, Ontario

M5J 2T3

Date of Material Change

November 13, 1998

Press Release

The press release attached as Schedule “A” was issued at Toronto, Ontario on November 13, 1998.

Summary of Material Change

On November 13, 1998, Dexleigh announced that it will seek shareholder approval for a proposal to privatize the company.

Full Description of Material Change

On November 13, 1998, Dexleigh announced that it will seek shareholder approval for a proposal to privatize the company. Subject to regulatory approval, shareholders will vote on the proposed transaction at the annual and special meeting of Dexleigh shareholders to be held on January 14, 1999. Under the terms of the proposed transaction, holders of Dexleigh common shares (other than dissenting shareholders and the controlling shareholder of Dexleigh, a subsidiary of Trilon Financial Corporation) will receive $2.00 cash for each Dexleigh common share held.

Reference is made to Schedule “A” for further details.

Reliance on Confidentiality Provisions of Securities Legislation

Not applicable.

Omitted Information

No significant facts remain confidential in, and no information has been omitted from, this report.

Senior Officers

For further information please contact Brian Lawson, Chairman of Dexleigh, at
(416) 363-0061.

Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

DATEDat Toronto, Ontario, this 23rd day of November, 1998.

DEXLEIGH CORPORATION

By: “Brian D. Lawson”

Brian D. Lawson

Chairman

SCHEDULE “A”

DEXLEIGH CORPORATION

Press Release

For Immediate Release November 13, 1998

TORONTO, ONTARIO – Dexleigh Corporation (DXH.TO) today announced that it will seek shareholder approval for a proposal to privatize the company. The proposed transaction is in response to requests from shareholders who have indicated a desire to receive liquidity for their investment in Dexleigh common shares.

Under the terms of the proposed transaction, Dexleigh shareholders would receive $2.00 cash for each Dexleigh common share. The offer price represents a premium of approximately 25% over recent stock market prices for Dexleigh common shares, which averaged $1.60 during the past thirty trading days.

Shareholders will be asked to consider this proposal at an annual and special meeting of Dexleigh, which, subject to regulatory approvals, will be held in January, 1999. The transaction is also subject to regulatory approval as well as the requirements of OSC Policy 9.1. The board of directors of Dexleigh has appointed a committee of independent directors to review the terms of the proposal and who in turn will engage independent financial advisors to assist them in this regard. The results of this review will be contained in the information circular for the shareholders meeting, which will be mailed to all shareholders within the next four to six weeks.

Dexleigh reported that for the three months ended September 30, 1998, net income was $3.0 million compared with $3.0 for the same period in 1997. After preference share dividends, net income per common share was $0.01 in 1998, consistent with the three months ended September 30, 1997.

STATEMENT OF INCOME
Three months ended September 30
(000’s except per share information)	1998	1997
Revenue Operations Investments	$ 391 2927	$ 710 3,033
	3,318	3,743
Expenses Operations Administration Interest Depreciation	45 215 --- 3	389 49 279 4
	263	721
Net Income	3,055	3,022
Net Income per common share	$ 0.01	$ 0.01

FOR FURTHER INFORMATION CONTACT

Brian D. Lawson, Chairman
(416) 363-0061

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