Dexterra Group Inc. — Board/Management Information 2020

Aug 26, 2020

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Horizon North Logistics Inc. (the " Company ") 5915 Airport Rd., Suite 425 Mississauga, Ontario L4V 1T1

Item 2 Date of Material Change

August 18, 2020

Item 3 News Release

A news release disclosing the material change was issued on August 18, 2020 through the facilities of Cision and subsequently filed with the securities regulatory authorities in each of the provinces of Canada under the Company's profile at www.sedar.com

Item 4 Summary of Material Change

On August 18, 2020 the Company announced that Rod Graham has provided notice of his resignation as co-Chief Executive Officer and President Modular Solutions of Horizon North. Mr. Graham will continue to work with the Corporation for a period of up to 90 days to ensure the smooth transition of his responsibilities. Mr. Graham will remain a director of Horizon North until the next annual meeting as part of the mutually agreed transition plan.

The Board of Directors (the “Board”) of Horizon North wishes to thank Mr. Graham for his significant contributions as an officer and director over many years and in building a successful and growing modular solutions business. Mr. Bill McFarland, Chairman of the Board, said “Mr. Graham was a key contributor in the completion of the Horizon North and Dexterra transaction and in the initial post transaction integration efforts. Mr. Graham is confident that he is leaving Horizon North with a strong foundation and great future prospects. The Board and Fairfax Financial Holdings Limited remains fully committed to all three lines of business at Horizon North. All parties agree that one leader and one voice is in the best interests of the corporation at this time as we create a world class platform and organization.”

John MacCuish will assume the Chief Executive Officer role with continued leadership as President of the facilities management business. Mark Becker becomes Chief Operating Officer and will be involved in the Modular Solutions transition and continue to lead as President of the Workforce, Accommodation, Forestry and Energy Services business.

Item 5 Full Description of Material Change

On August 18, 2020 the Company announced that Rod Graham has provided notice of his resignation as co-Chief Executive Officer and President Modular Solutions of Horizon North. Mr. Graham will continue to work with the Corporation for a period of up to 90 days to ensure the smooth transition of his responsibilities. Mr. Graham will remain a director of Horizon North until the next annual meeting as part of the mutually agreed transition plan.

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The Board of Directors (the “Board”) of Horizon North wishes to thank Mr. Graham for his significant contributions as an officer and director over many years and in building a successful and growing modular solutions business. Mr. Bill McFarland, Chairman of the Board, said “Mr. Graham was a key contributor in the completion of the Horizon North and Dexterra transaction and in the initial post transaction integration efforts. Mr. Graham is confident that he is leaving Horizon North with a strong foundation and great future prospects. The Board and Fairfax Financial Holdings Limited remains fully committed to all three lines of business at Horizon North. All parties agree that one leader and one voice is in the best interests of the corporation at this time as we create a world class platform and organization.”

John MacCuish will assume the Chief Executive Officer role with continued leadership as President of the facilities management business. Mark Becker becomes Chief Operating Officer and will be involved in the Modular Solutions transition and continue to lead as President of the Workforce, Accommodation, Forestry and Energy Services business.

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

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

The following executive officer is knowledgeable about the material change and may be contacted about this report.

Drew Knight Chief Financial Officer (416) 767-1148

Item 9 Date of Report

August 26, 2020.