Dexterra Group Inc. — Capital/Financing Update 2026

Jan 2, 2026

CORPORATE ACCESS NUMBER: 2027744545

Government of Alberta

BUSINESS CORPORATIONS ACT

CERTIFICATE

OF

AMALGAMATION

DEXTERRA GROUP INC.

IS THE RESULT OF AN AMALGAMATION FILED ON 2026/01/01.

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Articles of Amalgamation
For
DEXTERRA GROUP INC.

Share Structure: REFER TO "SHARE STRUCTURE" ATTACHMENT.
Share Transfers Restrictions: NONE
Number of Directors: 3
Min Number of Directors: 3
Max Number of Directors: 11
Business Restricted To: THERE SHALL BE NO RESTRICTIONS ON THE BUSINESS THAT THE CORPORATION MAY CARRY ON.
Business Restricted From: THERE SHALL BE NO RESTRICTIONS ON THE BUSINESS THAT THE CORPORATION MAY CARRY ON.
Other Provisions: REFER TO "OTHER RULES OR PROVISIONS" ATTACHMENT.

Registration Authorized By: CHRISTOS GAZEAS
SECRETARY

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SHARE STRUCTURE
ATTACHED TO AND FORMING PART OF
THE ARTICLES OF AMALGAMATION OF
DEXTERRA GROUP INC.
(the "Corporation")

COMMON SHARES

Unlimited number of Common shares without nominal or par value to which shares shall be attached the following rights:

a) to vote at any meeting of shareholders of the Corporation;
b) to receive any dividend declared by the Corporation; and
c) to receive the remaining property of the Corporation upon dissolution.

PREFERRED SHARES

Unlimited number of Preferred shares, which as a class, have attached thereto the following rights, privileges, restrictions and conditions:

a) the Preferred shares may from time to time be issued in one or more series, and the Directors may fix from time to time before such issue the number of Preferred shares which is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series of Preferred shares including, without limiting the generality of the foregoing, any voting rights, the rate or amount of dividends or the method of calculating dividends, the dates of payment thereof, the terms and conditions of redemption, purchase and conversion if any, and any sinking fund or other provisions;
b) the Preferred shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Corporation amongst its shareholders for the purpose of winding up its affairs, be entitled to preference over the Common shares and over any other shares of the Corporation ranking by their terms junior to the Preferred shares of that series. The Preferred shares of any series may also be given such other preferences, not inconsistent with these Articles, over the Common shares and any other such Preferred shares as may be fixed in accordance with clause (a); and
c) if any cumulative dividends or amounts payable on the return of capital in respect of a series of Preferred shares are not paid in full, all series of Preferred shares shall participate rateably in respect of accumulated dividends and return of capital.

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OTHER RULES AND OTHER PROVISIONS
ATTACHED TO AND FORMING PART OF
THE ARTICLES OF AMALGAMATION OF
DEXTERRA GROUP INC.
(the "Corporation")

The directors may, between annual meetings, appoint one or more additional directors of the Corporation to serve until the next annual meeting, but the number of additional directors shall not at any time exceed 1/3 of the number of directors who held office at the expiration of the last annual meeting of the Corporation.

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Amalgamate Alberta Corporation - Registration Statement

Alberta Registration Date: 2026/01/01

Corporate Access Number: 2027744545

Business Number:

Service Request Number: 46132067

Alberta Corporation Type: Named Alberta Corporation

Legal Entity Name: DEXTERRA GROUP INC.

Business Number:

French Equivalent Name:

Nuans Number:

Nuans Date:

French Nuans Number:

French Nuans Date:

REGISTERED ADDRESS

Street: 320, 240 4TH AVENUE SW

Legal Description:

City: CALGARY

Province: ALBERTA

Postal Code: T2P4H4

RECORDS ADDRESS

Street: 320, 240 4TH AVENUE SW

Legal Description:

City: CALGARY

Province: ALBERTA

Postal Code: T2P4H4

ADDRESS FOR SERVICE BY MAIL

Post Office Box:

City:

Province:

Postal Code:

Email Address: CHRISTOS.GAZEAS@DEXTERRA.COM

Share Structure: REFER TO "SHARE STRUCTURE" ATTACHMENT.

Share Transfers Restrictions: NONE

Number of Directors:

Min Number Of Directors: 3

Max Number Of Directors: 11

Business Restricted To: THERE SHALL BE NO RESTRICTIONS ON THE BUSINESS THAT THE CORPORATION MAY CARRY ON.

Business Restricted From: THERE SHALL BE NO RESTRICTIONS ON THE BUSINESS THAT THE CORPORATION MAY CARRY ON.

Other Provisions: REFER TO "OTHER RULES OR PROVISIONS" ATTACHMENT.

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Professional Endorsement
Provided:
Future Dating Required:
Registration Date: 2026/01/01

Agent for Service

Agent for Service Type: Primary
Last Name: GAZEAS
First Name: CHRISTOS
Middle Name:
Firm Name:
Street: 320, 240 4TH AVENUE SW
City: CALGARY
Province: ALBERTA
Postal Code: T2P4H4
Email Address: CHRISTOS.GAZEAS@DEXTERRA.COM

Director

Last Name: NEWMARK
First Name: RUSSELL
Middle Name:
Street/Box Number: 5925 AIRPORT ROAD, SUITE 1000
City: MISISSAUGA
Province: ONTARIO
Postal Code: L4V1W1
Country:
Named On Stat Dec:

Last Name: BULL
First Name: TABATHA
Middle Name:
Street/Box Number: 5925 AIRPORT ROAD, SUITE 1000
City: MISSISSAUGA
Province: ONTARIO
Postal Code: L4V1W1
Country:
Named On Stat Dec:

Last Name: LANDY
First Name: SIMON
Middle Name:
Street/Box Number: 5925 AIRPORT ROAD, SUITE 1000
City: MISSISSAUGA
Province: ONTARIO
Postal Code: L4V1W1

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Country:

Named On Stat Dec:

Last Name: BECKER
First Name: MARK
Middle Name:
Street/Box Number: 5925 AIRPORT ROAD SUITE 1000
City: MISSISSAUGA
Province: ONTARIO
Postal Code: L4V1W1
Country:

Named On Stat Dec: Y

Last Name: JOHNSTON
First Name: DAVID
Middle Name:
Street/Box Number: 5925 AIRPORT ROAD, SUITE 1000
City: MISSISSAUGA
Province: ONTARIO
Postal Code: L4V1W1
Country:

Named On Stat Dec:

Last Name: GARDEN
First Name: MARY
Middle Name:
Street/Box Number: 5925 AIRPORT ROAD, SUITE 1000
City: MISSISSAUGA
Province: ONTARIO
Postal Code: L4V1W1
Country:

Named On Stat Dec:

Last Name: MCFARLAND
First Name: WILLIAM
Middle Name:
Street/Box Number: 5925 AIRPORT ROAD, SUITE 1000
City: MISSISSAUGA
Province: ONTARIO
Postal Code: L4V1W1
Country:

Named On Stat Dec:

Last Name: NABHOLZ
First Name: KEVIN
Middle Name:
Street/Box Number: 5925 AIRPORT ROAD, SUITE 1000
City: MISSISSAUGA
Province: ONTARIO

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Postal Code: L4V1W1

Country:

Named On Stat Dec:

Last Name: ROSSI

First Name: ANTONIA

Middle Name:

Street/Box Number: 5925 AIRPORT ROAD, SUITE 1000

City: MISSISSAUGA

Province: ONTARIO

Postal Code: L4V1W1

Country:

Named On Stat Dec:

Amalgamating Corporation

Corporate Access Number	Business Number	Legal Entity Name
2026704185	103877536	DEXTERRA GROUP INC.
2027743604		RIGHT CHOICE CAMPS & CATERING LTD.

Attachment

Attachment Type	Microfilm Bar Code	Date Recorded
Statutory Declaration	10000307135214960	2026/01/01
Other Rules or Provisions	ELECTRONIC	2026/01/01
Share Structure	ELECTRONIC	2026/01/01

Registration Authorized By: CHRISTOS GAZEAS

SECRETARY

The Registrar of Corporations certifies that the information contained in this statement is an accurate reproduction of the data contained in the specified service request in the official public records of Corporate Registry.

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10000307135214960

CAN: 2027744545

STATUTORY DECLARATION

CANADA

PROVINCE OF ALBERTA

TO WITNESS

IN THE MATTER of Subsection 184(1) of the Business Corporations Act (Alberta) and in the matter of the amalgamation of Right Choice Camps & Catering Ltd. and Dexterra Group Inc. (collectively, the "Amalgamating Corporations") as a Corporation to be known as Dexterra Group Inc. (the "Amalgamated Corporation")

I, Mark Becker, of the Town of Oakville, in the Province of Ontario, DO SOLEMNLY DECLARE THAT:

1. I am a proposed director of the Amalgamated Corporation and as such have personal knowledge of the matters herein declared to.

2. I have conducted such examinations of the books and records of the Amalgamating Corporations and have made such enquiries and investigations as are necessary to enable me to make this declaration.

3. I have satisfied myself that there are reasonable grounds for believing that:

(a) the Amalgamated Corporation will be able to pay its liabilities as they become due,

(b) the realizable value of the Amalgamated Corporation's assets will not be less than the aggregate of its liabilities and stated capital of all classes, and

(c) no creditor will be prejudiced by the amalgamation.

AND I make this declaration conscientiously believing the same to be true and knowing that it is of the same force and effect as if made under oath. I intend this statutory declaration to be a solemn declaration under the Canada Evidence Act.

DECLARED before me at the City of Mississauga, in the Province of Ontario, this 10th day of December, 2025.

A Commissioner for Oaths/Notary Public in and for the Province of Ontario.
My Appointment Does Not Expire

MARK BECKER

CHRISTOS CHRIS GAZCAS
Print name and affix notary seal