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ECN Capital Corp. Management Reports 2025

Aug 7, 2025

47378_rns_2025-08-07_4e94ab61-f0c0-4035-aefe-a633463f7227.pdf

Management Reports

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ECN CAPITAL

Management Discussion & Analysis

JUNE 30, 2025


ECN CAPITAL

The following management discussion and analysis ("MD&A") provides information management believes is relevant to an assessment and understanding of the financial condition and results of operations of ECN Capital Corp. (the "Company" or "ECN Capital") as at and for the three and six-month periods ended June 30, 2025, in comparison to the corresponding prior year period. This MD&A, which has been prepared as of August 7, 2025, is intended to supplement and complement the interim unaudited condensed consolidated financial statements and notes thereto, prepared in accordance with International Accounting Standard 34 Interim Financial Reporting ("IAS 34") as issued by the International Accounting Standards Board ("IASB"), as at and for the three and six-month periods ended June 30, 2025 (the "interim condensed consolidated financial statements"), which readers are encouraged to read in conjunction with their review of this MD&A. This MD&A should be read in conjunction with the Company's annual audited consolidated financial statements for the years ended December 31, 2024, (the "2024 Annual Consolidated Financial Statements") and December 31, 2023 (the "2023 Annual Consolidated Financial Statements"). Additional information relating to the Company, including the Company's Annual Information Form, is available on SEDAR+ at www.sedarplus.com and on the Company's website at www.ecncapitalcorp.com.

Certain comparative figures have been reclassified to conform to the current period's presentation. All amounts set forth in this MD&A are in U.S. dollars unless otherwise noted.

Cautionary Statement

This MD&A has been prepared taking into consideration information available to August 7, 2025. Certain statements contained in this report constitute "forward-looking statements". When used in this report, the words "may", "would", "could," "will," "intend," "plan," "anticipate," "believe," "estimate," "expect," and similar expressions, as they relate to the company, or its management, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to inherent risks, uncertainties and numerous assumptions, including, without limitation, general economic and industry conditions, reliance on debt financing, dependence on borrowers, dependence on financing its business through funding commitments and the sale of loan portfolios to banks and other financial institutions, inability to recover receivables, competition, interest rates, regulation, demand for financing in the specialty finance sector, insurance, failure of key systems, debt service, future capital needs and such other risks or factors described from time to time in reports of ECN Capital. ECN Capital believes the material factors, expectations and assumptions reflected in the forward-looking information and statements are reasonable, but no assurance can be given that these factors, expectations and assumptions will prove to be correct.

By their nature, forward-looking statements involve numerous assumptions, known and unknown, risks and uncertainties, both general and specific, which contribute to the possibility that predictions, forecasts, projections and other forms of forward-looking information may not be achieved. Such risks and uncertainties include, but are not limited to, operating performance, regulatory and government decisions, competitive pressures and the ability to retain major customers, rapid technological changes, availability and cost of financing, impacts of weather and natural disasters, availability of labor and management resources, the performance of Partners, contractors and suppliers.

Many factors could cause our 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 and readers are cautioned that the list of factors in the foregoing paragraph is not exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements or interpret or regard forward-looking statements as guarantees of future outcomes. Except as may be required by applicable Canadian securities laws, we do not intend, and disclaim any obligation to update or rewrite any forward-looking statements whether oral or written as a result of new information, future events or otherwise.

This MD&A and, in particular the information in respect of ECN Capital's prospective originations, revenues, managed and advised portfolio, income, Adjusted EBITDA, Adjusted operating income before tax, and Adjusted operating income before tax - ECN share may contain future oriented financial information ("FOFI") within the meaning of applicable securities laws. Such FOF has been prepared by management to provide an outlook on ECN Capital's proposed

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

activities and potential results and may not be appropriate for other purposes. The FOFI has been prepared based on a number of assumptions, including the assumptions discussed above, and assumptions with respect to expected originations volumes, including the ability to grow such originations in each of our business segments; expectations regarding our ability to attract new Partners, vendor relationships and new customers and develop and maintain relationships with existing Partners, vendors and customers; the continued availability of funding Partner capacity at expected and contracted levels and the growth and/or renewals of funding pipeline commitments from Partners required to meet our anticipated originations levels; continued competitive intensity in the segments in which we operate; no significant legal or regulatory developments; no significant deterioration in economic conditions, or macro changes in the competitive environment affecting our business activities; key interest rates remaining in line with current market expectations; and that the roll-out of anticipated floorplan (including the joint venture with Champion Homes, Inc.) and other products across the recreational vehicle and marine financing businesses continues on their expected timing and progress. ECN Capital and management believe that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments; however, the actual results of operations of ECN Capital and the resulting financial results may vary from the amounts set forth herein and such variations may be material. FOFI contained in this MD&A was made as of the date of this MD&A and ECN Capital disclaims any intention or obligation to update or revise any FOFI contained in MD&A analysis, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Table of Contents

Overview 4
Key Business Developments 7
Results of Operations 8
Business Segment Results 12
Financial Position as at June 30, 2025 21
Liquidity and Capital Resources 25
Summary of Quarterly Information 27
Other Disclosures 29
Non-IFRS and Other Performance Measures 30
Accounting and Internal Control Matters 34
Updated Share Information 36

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Overview

ABOUT ECN

ECN Capital Corp. ("ECN Capital" or the "Company") is a leading provider of business services to North American-based institutional investor, insurance company, pension plan, bank and credit union partners (collectively, its "Partners"). ECN Capital originates, manages and advises on credit assets on behalf of its Partners, specifically consumer (manufactured housing and recreational vehicle ("RV") and marine) loans and commercial (floorplan and rental) loans. Our Partners are seeking high quality assets to match with their deposits, term insurance or other liabilities. These services are offered through two operating segments: (i) Manufactured Housing Finance, and (ii) Recreational Vehicle and Marine ("RV and Marine") Finance. Headquartered in South Florida and Toronto, the registered office is located at 199 Bay Street, Suite 4000, Toronto, Ontario, Canada. ECN Capital has approximately 720 employees and operates principally in the United States. ECN Capital is a reporting issuer in each of the Provinces of Canada. ECN Capital's common shares commenced trading on the Toronto Stock Exchange (the "TSX") under the ticker symbol "ECN" on October 4, 2016.

BUSINESS STRATEGY

ECN Business Model

The Company owns a portfolio of operating businesses that operate under a fee-based, asset-light model through which it leverages highly specialized expertise, industry knowledge, regulatory compliance and strategic relationships. This specialized business model provides significant barriers to entry. Our core operating companies are Triad Financial Services, Inc. ("Triad Financial Services" or "Triad," our Manufactured Housing Finance business segment), Source One Financial Services, LLC ("Source One"), Intercoastal Financial Group, LLC ("IFG") and Paramount Servicing Group, LLC. ("Paramount Servicing Group"), which operates Paramount Capital Group, LLC ("Paramount") (collectively with, Source One, IFG and Paramount comprise our RV and Marine Finance business segment). ECN Capital has managed assets¹ of approximately $7.6 billion and our customers include more than 100 North American-based institutional investor, insurance company, pension plan, bank and credit union partners. ECN Capital partners with these financial institutions rather than competing with them. Specifically, our Partners are the decision makers inside each institution who are seeking optimal portfolio solutions to match customer deposits, term insurance and other liabilities.

The Company's focus is to drive origination and asset management growth by deepening and broadening our Partner relationships through the marketing of our solutions across our network of 100+ Partners. In pursuit of these objectives: (i) the Company provides its portfolio companies with capital, extensive knowledge and scale to help grow their businesses within their large addressable markets; and (ii) the Company continuously brings new funding relationships and structures to our portfolio companies.

¹ This is a non-IFRS measure. Please refer to "Non-IFRS and Other Performance Measures" in this MD&A for a definition and reconciliation of this measure.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

The Company's operating businesses have demonstrated each of the following value propositions:

  • Significant barriers to entry including long-term relationships with institutional investors, insurance companies, pension plans, banks and credit unions that are its customers
  • Business longevity resulting in favorable regulatory outcomes
  • Exclusive/preferred manufacturer and dealer arrangements that drive origination services
  • Established originator/manager/adviser of consumer credit assets with a history of strong performance across business cycles
  • Superior credit quality across portfolios with a long-term track record of servicing and management excellence
  • Capital-light businesses with solid growth profiles
  • Scalable platforms with established operations and proprietary intellectual capital

A description of each of our core business segments is provided below.

Core Business Segments:

Manufactured Housing Finance

Triad Financial Services

Founded in 1959, Triad Financial Services is the oldest manufactured housing finance company in the U.S. Triad Financial Services is a premier portfolio solutions platform focused on originating and managing longer duration secured consumer loan portfolios for 50+ active Partners. These assets are primarily comprised of prime and super-prime loans to consumers for the purchase of manufactured homes throughout the U.S. Originations are sourced through a long-established national network of dealers and manufacturers. Triad's Fitch-rated servicing department manages the growing portfolio of manufactured housing loans on behalf of their third-party owners. In addition, Triad Financial Services provides floorplan financing for dealers and manufacturers in the industry and rental loans to community groups. Triad Financial Services is headquartered in Jacksonville, Florida and is licensed in 47 States.

RV and Marine Finance

Source One

Founded in 1999, Source One is a well established provider of consumer lending programs and outsourced finance and insurance solutions to the recreational vehicle and marine industries. Through an established and growing network of dealers, Source One primarily originates prime and super-prime loans to consumers to facilitate the purchase of recreational and marine vehicles. Source One is headquartered in Lakeville, Minnesota and Vero Beach, Florida and is licensed in 47 states.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Intercoastal Financial Group

Founded in 1987, Intercoastal Financial Group is a premier provider of consumer lending programs to the recreational vehicle and marine industries. Through an established network of sales representatives nationwide, IFG originates prime and super-prime loans to consumers to facilitate the purchase of recreational and marine vehicles and is headquartered in Vero Beach, Florida.

Paramount Servicing Group

Founded in 1997, Paramount is an established end-to-end consumer loan servicing company with private labelling capabilities and a best-in-class technology stack. With a mature compliance management system, Paramount is able to support all facets of consumer loan and installment contract servicing in 50 states. As such, Paramount services a large and diverse set of consumer loans. Paramount Servicing Group is headquartered in King of Prussia, Pennsylvania.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Key Business Developments

Information related to the developments in support of the Company's business strategy for the three and six-month periods ended June 30, 2025 are outlined below.

CORPORATE FINANCE DEVELOPMENTS

Issuance of Convertible Debentures

On March 19, 2025, the Company issued C$75.0 million (US$52.4 million) aggregate principal amount of listed convertible senior unsecured debentures due April 30, 2030 (the "Convertible Debentures") at a price of C$1,000 per debenture. The Convertible Debentures bear interest at a rate of 6.50% per annum, payable semi-annually in arrears on April 30 and October 31 of each year, commencing October 31, 2025. The Company also granted the syndicate of underwriters, on the same terms and conditions, an option to purchase up to an additional C$11.25 million aggregate principal amount of Convertible Debentures for a period of 30 days following the issue date, which was exercised in part for $8 million (US $5.6 million) on April 1, 2025, bringing the total proceeds to C$83.0 million (US$58.0 million).

Redemption of C$75 million senior unsecured debentures due December 31, 2025

On April 25, 2025, the Company used the proceeds from the issuance of the Convertible Debentures to redeem in full its C$75.0 million of senior unsecured debentures due December 31, 2025.

Extension of Term Senior Credit Facility

On October 22, 2024, the Company executed an extension of its term senior credit facility which provides for an aggregate of $770 million in revolving funding through October 22, 2027.

Normal Course Issuer Bids

On September 19, 2024, the TSX approved the renewal of the Company's Normal Course Issuer Bid (the "Common Share Bid") for common shares of the Company and the Company's Normal Course Issuer Bid (the "Preferred Share Bid" and, together with the Common Share Bid, the "NCIBs") for the Company's Series C Preferred Shares for commencement on September 23, 2024. Pursuant to the NCIBs, the Company may repurchase up to an additional 15,472,849 common shares and 371,240 Series C Preferred Shares, representing approximately 10% of the public float of each of the common shares and Series C Preferred Shares. The NCIBs will end on the earlier of September 22, 2025 or the completion of purchases under the applicable NCIB.

During the three and six-month periods ended June 30, 2025 and June 30, 2024, the Company did not purchase any common shares or Series C Preferred Shares pursuant to the NCIBs.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Results of Operations

The following tables set forth a summary of the Company's consolidated results and are to be read in conjunction with the Company's consolidated financial statements for the same periods.

For the three-month period ended For the six-month period ended
(in 000's for stated values, except per share amounts) June 30, 2025 March 31, 2025 June 30, 2024 June 30, 2025 June 30, 2024
$ $ $ $ $
Select metrics:
Originations 804,131 538,239 622,494 1,342,370 1,090,861
Average earning assets - Owned (1) 429,749 415,630 530,012 424,158 552,749
Average earning assets - Managed (1) 7,403,609 7,042,414 5,265,945 7,225,365 5,150,504
Period end earning assets - Owned (1) 441,213 418,285 558,291 441,213 558,291
Period end earning assets - Managed (1) 7,591,268 7,215,949 5,317,085 7,591,268 5,317,085
Operating results:
Loan origination revenues 32,430 28,456 30,676 60,886 50,481
Servicing revenues 17,843 15,245 10,691 33,088 19,449
Interest income 10,184 9,983 15,362 20,167 34,215
Other revenue (225) 2,948 1,281 2,723 3,471
Total revenue 60,232 56,632 58,010 116,864 107,616
Operating expenses 30,661 29,377 26,496 60,038 54,277
Interest expense 11,531 11,155 14,944 22,686 33,182
Depreciation & amortization 3,090 2,904 2,060 5,994 4,227
Other expenses:
Share-based compensation 6,430 3,781 3,074 10,211 6,149
Amortization of intangible assets from acquisitions 2,024 2,024 1,917 4,048 3,814
Accretion of convertible debenture discount 1,004 48 1,052
Accretion of deferred purchase consideration 14 31 129 45 258
Restructuring costs 6,732 6,732
Transaction, corporate development and other costs 2,069
Net income before income taxes 5,478 580 9,390 6,058 3,640
Provision for income taxes 3,322 1,795 1,226 5,117 2,648
Net income (loss) for the period - 100% basis 2,156 (1,215) 8,164 941 992
Non-controlling interest (101) (33) (134)
Net income (loss) for the period - ECN share 2,257 (1,182) 8,164 1,075 992
Cumulative dividends on preferred shares 2,566 1,283 2,553 3,849 3,923
Net (loss) income for the period attributable to common shareholders (309) (2,465) 5,611 (2,774) (2,931)
Weighted Average number of shares outstanding (basic) 281,445 281,211 281,014 281,329 280,471
(Loss) earnings per share (basic) - attributable to common shareholders $— $(0.01) $0.02 $(0.01) $(0.01)

(1) This is a non-IFRS measure. Please refer to "Non-IFRS and Other Performance Measures" in this MD&A for a definition and reconciliation of this measure.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

For the three-month period ended For the six-month period ended
(in 000's for stated values, except per share amounts) June 30, 2025 March 31, 2025 June 30, 2024 June 30, 2025 June 30, 2024
$ $ $ $ $
Adjusted operating results:
Loan originations revenue 32,430 28,456 30,676 60,886 50,481
Servicing revenue 17,843 15,245 10,691 33,088 19,449
Interest income 10,184 9,983 15,362 20,167 34,215
Adjusted other revenue (1)(2) 1,715 1,182 1,281 2,897 3,471
Total adjusted revenue (1)(2) 62,172 54,866 58,010 117,038 107,616
Operating expenses 30,661 29,377 26,496 60,038 54,277
Adjusted EBITDA (1) 31,511 25,489 31,514 57,000 53,339
Interest expense 11,531 11,155 14,944 22,686 33,182
Depreciation & amortization 3,090 2,904 2,060 5,994 4,227
Adjusted operating income before tax (1) - 100% basis 16,890 11,430 14,510 28,320 15,930
Non-controlling interest (101) (33) (134)
Adjusted operating income before tax (1) - ECN share 16,991 11,463 14,510 28,454 15,930
Adjusted net income (1) - ECN share 12,573 8,483 10,737 21,056 11,788
Adjusted net income applicable to common shareholders (1) - ECN share 10,007 7,200 8,184 17,207 7,865
Adjusted net income per share (basic) (1) - ECN share $0.04 $0.03 $0.04 $0.07 $0.04
Adjusted net income applicable to common shareholders per share (basic) (1) - ECN share $0.04 $0.03 $0.03 $0.06 $0.03

(1) This is a non-IFRS measure. Please refer to "Non-IFRS and Other Performance Measures" in this MD&A for a definition and reconciliation of this measure.
(2) Total Adjusted revenue excludes the impact of unrealized fair value adjustments related to the convertible debt derivative liability recorded in other revenue.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

The following discussion relates to the results of operations for the three and six-month periods ended June 30, 2025.

Q2 AND Q2 YTD 2025 vs Q2 AND Q2 YTD 2024

The Company reported total revenue of $60.2 million and $116.9 million for the second quarter and six-month periods ended June 30, 2025, respectively, and total Adjusted revenue¹ of $62.2 million and $117.0 million, excluding unrealized fair value adjustments related to the convertible debt derivative liability, both up from total revenue of $58.0 million and $107.6 million in the prior year periods, respectively. The increase in total revenue and total Adjusted revenue¹ primarily reflects higher loan originations revenue and servicing revenue, partially offset by lower interest income.

Loan originations revenue for the second quarter and six-month periods ended June 30, 2025 increased to $32.4 million and $60.9 million, respectively, compared to $30.7 million and $50.5 million in the prior year periods, respectively, primarily reflecting higher origination volumes at our business segments. Servicing revenue for the second quarter and six-month periods ended June 30, 2025 increased to $17.8 million and $33.1 million, up from $10.7 million and $19.4 million in the prior year periods, which was primarily driven by the increase in Manufactured Housing Finance managed assets¹, the impact of the acquisition of a majority interest in Paramount, and servicing retained on RV and Marine Finance forward flow sales. Lower interest income was the result of lower average on-balance sheet finance receivables and a lower average yield in 2025.

Adjusted other revenue¹, which excludes unrealized fair value adjustments related to the convertible debt derivative liability, was $1.7 million and $2.9 million for the second quarter and six-month periods ended June 30, 2025, respectively, which primarily reflects income on investments, partially offset by foreign exchange loss.

The table below illustrates the Company's operating expenses for the second quarter and six-month periods ended June 30, 2025 and June 30, 2024:

For the three-month period ended For the six-month period ended
(in 000's for stated values) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
$ $ $ $
Manufactured Housing Finance 22,712 19,577 45,088 40,716
RV and Marine Finance 7,949 4,443 14,950 8,270
Business segment operating expenses 30,661 24,020 60,038 48,986
Corporate operating expenses 2,476 5,291
Total operating expenses 30,661 26,496 60,038 54,277

¹ This is a non-IFRS measure. Please refer to "Non-IFRS and Other Performance Measures" in this MD&A for a definition and reconciliation of this measure.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Operating expenses were $30.7 million and $60.0 million for the second quarter and six-month periods ended June 30, 2025, respectively, compared to $26.5 million and $54.3 million in the prior year periods. In connection with the Company's previously announced corporate simplification, public company overhead costs have been allocated to its business segments for the second quarter and six-month periods ended June 30, 2025. The increase in Manufactured Housing Finance operating expenses primarily relates to growth in originations and managed assets¹ and the impact of the allocation of public company overhead costs. The increase in RV and Marine Finance operating expenses primarily reflect the growth in originations and managed assets¹ and the impact of the acquisition of a majority interest in Paramount.

Interest expense decreased to $11.5 million and $22.7 million for the second quarter and six-month periods ended June 30, 2025, respectively, compared to $14.9 million and $33.2 million in the prior year periods, due to lower average borrowings and a lower average borrowing rate in 2025.

Depreciation and amortization expense was $3.1 million and $6.0 million for the second quarter and six-month periods ended June 30, 2025, respectively, compared to $2.1 million and $4.2 million in the prior year periods.

Other expenses, which include share-based compensation, amortization of intangible assets and other items, were $9.5 million and $22.1 million for the second quarter and six-month periods ended June 30, 2025, respectively, compared to $5.1 million and $12.3 million in the prior year periods. Share-based compensation expense was $6.4 million and $10.2 million for the second quarter and six-month periods ended June 30, 2025, respectively, compared to $3.1 million and $6.1 million for the prior year periods. Share-based compensation expense for the current year periods includes the impact of a $2.2 million unrealized loss resulting from change in foreign currency exchange rates, which were included in other revenue in 2024. Other expenses for the second quarter and six-month periods ended June 30, 2025 include restructuring costs of nil and $6.7 million ($5.0 million after-tax), respectively, related to the Company's corporate simplification.

Adjusted EBITDA¹ was $31.5 million for the current quarter ended June 30, 2025, compared to $31.5 million in the comparable prior year period, reflecting higher overall revenue, offset by higher operating expenses. Adjusted EBITDA¹ was $57.0 million for the six-month period ended June 30, 2025, compared to $53.3 million in the comparable prior year period, primarily reflecting higher overall revenue partially offset by slightly higher operating expenses. Adjusted net income applicable to common shareholders¹ was $10.0 million or $0.04 per share and $17.2 million or $0.06 per share for the second quarter and six-month periods ended June 30, 2025, respectively, compared to $8.2 million or $0.03 per share and $7.9 million or $0.03 for the prior year periods. The increase in Adjusted net income applicable to common shareholders¹ in the current quarter primarily reflects higher revenue and lower interest expense, partially offset by higher operating expenses.

The Company reported net income of $2.3 million and $1.1 million for the second quarter and six-month periods ended June 30, 2025, respectively, compared to net income of $8.2 million and $1.0 million for the prior year periods.

¹ This is a non-IFRS measure. Please refer to “Non-IFRS and Other Performance Measures” in this MD&A for a definition and reconciliation of this measure.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


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Business Segment Results

RESULTS OF MANUFACTURED HOUSING FINANCE SEGMENT

The following table sets forth a summary of the Company's select metrics and results from the Manufactured Housing Finance segment for the three-month periods ended June 30, 2025, March 31, 2025 and June 30, 2024 and the six-month periods ended June 30, 2025 and June 30, 2024.

For the three-month period ended For the six-month period ended
(in 000's for stated values) June 30, 2025 March 31, 2025 June 30, 2024 June 30, 2025 June 30, 2024
$ $ $ $ $
Select metrics:
Originations 435,839 332,794 310,933 768,633 613,358
Period end earning assets - Managed (1) 6,111,061 5,829,647 5,317,085 6,111,061 5,317,085
Average earning assets - Managed (1) 5,970,354 5,693,863 5,265,945 5,832,929 5,150,504
Manufactured housing loans 179,825 200,006 175,549 179,825 175,549
Held-for-trading financial assets 165,127 159,890 285,258 165,127 285,258
Loan originations revenue 25,134 23,251 23,414 48,385 39,152
Servicing revenue 14,090 11,919 10,691 26,009 19,449
Interest Income 7,901 7,735 12,937 15,636 29,773
Other revenue 1,466 1,134 828 2,600 2,288
Total revenue 48,591 44,039 47,870 92,630 90,662
Operating expenses 22,712 22,376 19,577 45,088 40,716
Adjusted EBITDA (1) 25,879 21,663 28,293 47,542 49,946
Interest and depreciation expense 8,692 8,533 8,072 17,225 20,650
Adjusted operating income before tax (1) 17,187 13,130 20,221 30,317 29,296

(1) This is a non-IFRS measure. Please refer to "Non-IFRS and Other Performance Measures" in this MD&A for a definition and reconciliation of this measure.

Manufactured Housing Finance originations for the second quarter and six-month periods ended June 30, 2025 were $435.8 million and $768.6 million, respectively, up 40.2% and 25.3% from $310.9 million and $613.4 million in the comparable prior year periods, which primarily reflects growth in chattel loan volumes. Manufactured Housing Finance originations include 100% of originations for the Champion Financing, LLC joint venture ("Champion Financing").

Managed assets¹ were $6.1 billion as at June 30, 2025, which represents an increase of 14.9% compared to managed assets¹ of $5.3 billion in the prior year period. The growth in Manufactured Housing Finance managed assets¹ provides stable, recurring revenue and fosters deeper Partner relationships.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Traditionally, this segment is impacted by seasonality, with the second and third quarters of the year historically being the strongest performing quarters.

Originations (US$ millions)
Q2, 2023 Q3, 2023 Q4, 2023 Q1, 2024 Q2, 2024 Q3, 2024 Q4, 2024 Q1, 2025 Q2, 2025
348 361 374 302 311 351 349 333 436

Loan originations revenue for the second quarter and six-month periods ended June 30, 2025 was $25.1 million and $48.4 million, respectively, compared to $23.4 million and $39.2 million in the prior year periods, respectively. Loan originations revenue increased 7.3% and 23.6%, respectively, as compared to the prior year periods, primarily reflecting the increase in loan originations volume. The increase in loan originations revenue of 7.3% relative to the increase in total originations of 40.2% for the second quarter ended June 30, 2025 was impacted by the mix of sales to banks and credit unions versus institutional Partners, and growth in Champion Financing originations. Loan originations revenue attributable to Champion Financing is excluded from loan originations revenue, and the Company's pro rata share of Champion Financing net income is recorded in other revenue under the equity method of accounting.

Servicing revenue for the second quarter and six-month periods ended was $14.1 million and $26.0 million, respectively, compared to $10.7 million and $19.4 million in the prior year periods, primarily driven by the increase in period end managed assets¹, the impact of the estimated fair value of the retained servicing asset, and the timing of bulk portfolio sales.

Interest income for the second quarter and six-month periods ended June 30, 2025 was $7.9 million and $15.6 million down 38.9% and 47.5%, respectively, from the prior year periods, primarily as the result of lower average finance receivable balances and a lower average yield in 2025.

Other revenue for the second quarter and six-month periods ended June 30, 2025 was $1.5 million and $2.6 million, respectively, which primarily reflects income on investments, partially offset by foreign exchange loss.

Operating expenses for the second quarter and six-month periods ended June 30, 2025 were $22.7 million and $45.1 million, respectively, compared to $19.6 million and $40.7 million in the prior year periods. The increases in operating expenses reflect the growth in originations and managed assets¹ and the allocation of public company overhead costs.

Adjusted EBITDA¹ and Adjusted operating income before tax¹ were $25.9 million and $17.2 million, respectively, for the current quarter compared to $28.3 million and $20.2 million, respectively, for the prior year period. For the six-month period ended June 30, 2025, Adjusted EBITDA¹ and Adjusted operating income before tax¹ were $47.5 million and $30.3 million, respectively, compared to $49.9 million and $29.3 million, respectively, for the prior year period.

Manufactured Housing Finance commercial (floorplan and rental) loans were $179.8 million as at June 30, 2025, compared to $200.0 million as at March 31, 2025 and $175.5 million as at June 30, 2024. Floorplan loans enable dealers to finance their inventory and support the growth of their businesses. These loans strengthen the relationship with our dealers and manufacturers. Rental loans strengthen ties with community groups by providing borrowers with an affordable alternative to homeownership.

  1. This is a non-IFRS measure. Please refer to “Non-IFRS and Other Performance Measures” in this MD&A for a definition and reconciliation of this measure.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Held-for-trading financial assets were $165.1 million as at June 30, 2025, compared to $159.9 million as at March 31, 2025 and $285.3 million as at June 30, 2024. Held-for-trading financial assets consist of loans that are originated on behalf of our Partners with the intention of selling through under bulk loan portfolio sales agreements. The increase during the three months ended June 30, 2025 was primarily driven by timing of bulk portfolio sales.

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ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Manufactured Housing Finance Segment 2025 Outlook

The Manufactured Housing Finance segment continues to pursue a strategy of (i) growing originations, particularly chattel originations, which earn a higher originations revenue margin, through operational enhancements and expanded product offerings, (ii) diversifying revenue with stable, recurring servicing revenue from its managed and advised portfolio and (iii) expanding funding partnerships. As such, the Company expects growth in originations and its managed and advised portfolio to drive increased revenue, EBITDA and Adjusted operating income before tax in 2025.

The Company maintains its 2025 outlook for its Manufactured Housing Finance segment.

2025 Forecast Range
Select Metrics (US$ millions)
Total originations 1,700 1,900
Floorplan line utilized 150 250
Managed & advised portfolio (period end) 6,500 7,000
Income Statement (US$ millions)
Loan origination revenues(1) 110 122
Servicing revenues 52 58
Interest income & other revenue 35 39
Total revenue 197 219
Adjusted EBITDA(1) 110 120
Adjusted operating income before tax(1) 78 90

(1) This is a non-IFRS measure. Please refer to "Non-IFRS and Other Performance Measures" in this MD&A for a definition and reconciliation of this measure.

The material factors and assumptions used to develop the forward-looking information related to the 2025 outlook for the Manufactured Housing Finance segment include expected originations volumes, including the ability to grow such originations; expectations regarding our ability to attract new Partners, vendor relationships and new customers and develop and maintain relationships with existing Partners, vendors and customers; the continued availability of funding Partner capacity at expected and contracted levels; the growth and/or renewals of existing funding pipeline commitments from Partners required to meet our anticipated originations levels; continued competitive intensity in the manufactured housing segment; no significant legal or regulatory developments, no significant deterioration in economic conditions, or macro changes in the competitive environment affecting our business activities; and key interest rates remaining in line with current market expectations throughout 2025.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

RESULTS OF RV AND MARINE FINANCE SEGMENT

The following table sets forth a summary of the Company's select metrics and results from the RV and Marine Finance segment for the three-month periods ended June 30, 2025, March 31, 2025 and June 30, 2024 and the six-month periods ended June 30, 2025 and June 30, 2024. Operating results from Paramount are included from August 31, 2024, the date of acquisition.

For the three-month period ended For the six-month period ended
(in 000's for stated values) June 30, 2025 March 31, 2025 June 30, 2024 June 30, 2025 June 30, 2024
$ $ $ $ $
Select Metrics
Originations 368,292 205,445 311,561 573,737 477,503
Period end earning assets - Managed (1) 1,480,207 1,386,302 97,484 1,480,207
Average earning assets - Managed (1) 1,433,255 1,348,551 1,392,436
RV and Marine loans 19,119 15,642 8,099 19,119 8,099
Held-for-trading financial assets 77,142 42,747 89,385 77,142 89,385
Operating results
Originations revenue 7,296 5,205 7,262 12,501 11,329
Servicing revenue 3,753 3,326 7,079
Interest Income 2,283 2,248 2,113 4,531 3,795
Other revenue 249 48 19 297 53
Total revenue 13,581 10,827 9,394 24,408 15,177
Operating expenses 7,949 7,001 4,443 14,950 8,270
Adjusted EBITDA (1) 5,632 3,826 4,951 9,458 6,907
Interest and depreciation expense 2,666 2,614 1,791 5,280 3,275
Adjusted operating income before tax (1) - 100% basis 2,966 1,212 3,160 4,178 3,632
Non-controlling interest (101) (33) (134)
Adjusted operating income before tax (1) - ECN share 3,067 1,245 3,160 4,312 3,632

(1) This is a non-IFRS measure. Please refer to "Non-IFRS and Other Performance Measures" in this MD&A for a definition and reconciliation of this measure.

RV and Marine Finance originations for the second quarter and six-month periods ended June 30, 2025 were $368.3 million and $573.7 million, respectively, up 18.2% and 20.2% from $311.6 million and $477.5 million the prior year periods. Despite industry headwinds, originations in the second quarter of 2025 continue to benefit from the Company's growth initiatives, principally our expanded sales network with its increased focus on dealer relationships, our investments in technology and continued process improvements.

Managed assets were $1.5 billion as at June 30, 2025, which include managed assets acquired with Paramount and RV and Marine finance receivables serviced under agreements to flow and manage RV and marine loans with institutional Partners.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Traditionally, this segment is impacted by seasonality, with the second and third quarters of the year being the strongest performing quarters, which is illustrated in the table below.

Originations (US$ millions) (1)
Q2, 2023 Q3, 2023 Q4, 2023 Q1, 2024 Q2, 2024 Q3, 2024 Q4, 2024 Q1, 2025 Q2, 2025
274 211 129 166 312 274 199 205 368

(1) Includes results from periods prior to the Company's acquisition of FAS on March 28, 2024.

Loan originations revenue for the second quarter and six-month periods ended June 30, 2025 was $7.3 million and $12.5 million, up 0.5% and 10.3%, respectively, from the prior year periods, which primarily reflects the increase in origination volumes, offset by the impact of the shift in funding mix from traditional banks and credit unions to institutional Partners on margin, as well as the timing of portfolio sales.

Servicing revenue for the second quarter and six-month periods ended June 30, 2025 was $3.8 million and $7.1 million, respectively, up from nil in the prior year periods, driven by the acquisition of a majority interest in Paramount and forward flow agreements with institutional partners at Source One with servicing retained. Servicing capabilities are expected to provide stable, recurring revenue and foster Partner relationships at the RV and Marine Finance segment.

Interest income for the second quarter and six-month periods ended June 30, 2025 was $2.3 million and $4.5 million, respectively, up 8.0% and 19.4%, from the prior year periods, driven by higher average yield on assets.

Operating expenses for the second quarter and six-month periods ended June 30, 2025 were $7.9 million and $15.0 million, respectively, compared to $4.4 million and $8.3 million in the prior year periods, primarily reflecting the impact of the acquisition of a majority interest in Paramount and the growth in originations and managed assets¹.

Adjusted EBITDA¹ and Adjusted operating income before tax¹ were $5.6 million and $3.1 million, respectively, for the current quarter compared to $5.0 million and $3.2 million, for the prior year period. For the six-month period ended June 30, 2025, Adjusted EBITDA¹ and Adjusted operating income before tax¹ were $9.5 million and $4.3 million, compared to $6.9 million and $3.6 million, for the period year period.

Held-for-trading financial assets were $77.1 million as at June 30, 2025, compared to $42.7 million as at March 31, 2025 and $89.4 million as at June 30, 2024. RV and Marine financial assets primarily consist of loans that are originated with the intention of selling under bulk portfolio sales agreements or forward flow arrangements. The increase during the quarter ended June 30, 2025 was primarily driven by higher origination volume and timing of portfolio sales to Partners.

  1. This is a non-IFRS measure. Please refer to “Non-IFRS and Other Performance Measures” in this MD&A for a definition and reconciliation of this measure.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

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ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

RV and Marine Finance Segment 2025 Outlook

The RV and Marine Finance segment continues to pursue a strategy of (i) growing originations through expanded sales network and dealer relationships, operational enhancements to support the growth and expanded product offerings, (ii) diversifying revenue with stable, recurring servicing revenue from managed assets and (iii) expanding funding partnerships. However, based on its year-to-date results, which were impacted by industry headwinds and delayed sale of assets at Source One, and its outlook for the remainder of the year, the Company has updated its 2025 outlook for the RV and Marine Finance Segment.

Please see tables below for the Company's updated 2025 outlook for the RV and marine segment, as compared to the original 2025 forecast range.

Updated 2025 Forecast Range Original 2025 Forecast Range
Select Metrics (US$ millions)
Total originations 1,200 1,300 1,200 1,400
Managed Assets 1,500 2,000 1,500 2,500
Income Statement (US$ millions)
Loan origination revenues(1) 28 36 26 32
Servicing revenues 14 20 24 28
Interest income & other revenue 6 8 4 6
Total revenues 48 64 54 66
Adjusted EBITDA(1) 19 30 25 32
Adjusted operating income before tax(1) - 100% basis 14 18 18 28
Non-controlling interest 2 2
Adjusted operating income before tax(1) - ECN share 14 18 16 26

(1) This is a non-IFRS measure. Please refer to "Non-IFRS and Other Performance Measures" in this MD&A for a definition and reconciliation of this measure.

The material factors and assumptions used to develop the forward-looking information related to the updated 2025 outlook for the RV and Marine Finance segment include expected originations volumes, including the ability to grow such originations; expectations regarding our ability to attract new Partners, vendor relationships and new customers and develop and maintain relationships with existing Partners, vendors and customers; the ability to successfully execute on the continued availability of funding Partner capacity at expected and contracted levels and the growth and/or renewals of existing funding pipeline commitments from Partners required to meet our anticipated originations levels; continued competitive intensity in the segment in the RV and Marine segment; sales network expansion, an increased focus on dealer relationships, investments in technology and a focus on process improvements; no significant legal or regulatory developments, no significant deterioration in economic conditions, or macro changes in the competitive environment affecting our business activities; key interest rates remaining in line with current market expectations throughout 2025; and that the roll-out of products across the RV and Marine Finance business continues on its expected timing and progress.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

RESULTS OF CORPORATE SEGMENT

The following table sets forth a summary of the Company's select metrics and results from the Corporate segment for the three-month periods ended June 30, 2025, March 31, 2025 and June 30, 2024 and the six-month periods ended June 30, 2025 and June 30, 2024.

For the three-month period ended For the six-month period ended
(in 000's for stated values) June 30, 2025 March 31, 2025 June 30, 2024 June 30, 2025 June 30, 2024
$ $ $
Operating results
Interest income 289 585
Other revenue (1,940) 1,766 457 (174) 1,192
Total revenue (1,940) 1,766 746 (174) 1,777
Adjusted operating results
Interest income 289 585
Other revenue 457 1,192
Adjusted Revenue (1)(2) 746 1,777
Operating expenses 2,476 5,291
Adjusted EBITDA (1) (1,730) (3,514)
Interest expense 3,263 2,912 6,837 6,175 12,653
Depreciation & amortization 304 831
Adjusted operating loss before tax (1) (3,263) (2,912) (8,871) (6,175) (16,998)

(1) This is a non-IFRS measure. Please refer to "Non-IFRS and Other Performance Measures" in this MD&A for a definition and reconciliation of this measure.
(2) Total Adjusted revenue excludes the impact of unrealized fair value adjustments related to the convertible debt derivative liability recorded in other revenue.

In connection with the Company's previously announced corporate simplification, public company overhead costs, interest expense related to the Company's term senior credit facility, and depreciation and amortization have been allocated to its business segments for the second quarter and six-month periods ended June 30, 2025.

Other revenue (loss) of ${1.9} million and ${0.2} million for the second quarter and six-month periods ended June 30, 2025, respectively, reflects the fair value measurement related to the convertible debt derivative liability. Other revenue of $0.5 million and $1.2 million for the prior year periods primarily consists of gains/losses from corporate investments and gains/losses from foreign currency transactions and related hedge contracts.

Corporate operating expenses were nil for the second quarter and six-month periods ended June 30, 2025, compared to $2.5 million and $5.3 million for the prior year periods, which reflects the allocation of public company overhead costs to the business segments beginning in 2025.

Corporate interest expense was $3.3 million and $6.2 million for the second quarter and six-month periods ended June 30, 2025, respectively, which represents interest expense related to the Company's unsecured debentures. The decrease in interest expense as compared to $6.8 million and $12.7 million for the comparable prior year periods, respectively, primarily reflects the allocation of interest expense related to the Company's term senior credit facility to the business segments beginning in 2025.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Financial Position

The following tables set forth a summary of the Company's balance sheet, including a breakdown by core business segment, as at June 30, 2025, March 31, 2025 and June 30, 2024.

June 30, 2025
(in 000's for stated values, except percentage amounts) Manufactured Housing Finance $ RV & Marine Finance $ Corporate $ Total $
Assets
Cash 6,949 5,781 12,730
Restricted funds 773 773
Accounts Receivable 41,256 6,638 47,894
Finance receivables
Finance receivables at amortized cost 179,825 19,119 198,944
Held-for-trading financial assets 165,127 77,142 242,269
Total finance receivables 344,952 96,261 441,213
Retained reserve interest 49,557 49,557
Continuing involvement asset 67,099 67,099
Goodwill and intangible assets 99,906 157,595 257,501
Deferred tax assets 8,837 8,837
Other assets and investments 61,915 5,633 67,548
Total Assets 680,471 272,681 953,152
Liabilities
Accounts payable and accrued liabilities 67,931 10,973 78,904
Continuing involvement liability 67,099 67,099
Derivative financial instruments 18,921 13,357 32,278
Borrowings 313,926 92,695 151,108 557,729
Lease and other liabilities 11,309 2,270 13,579
Total Liabilities 479,186 105,938 164,465 749,589
Earning Assets - Owned and Managed
Earning assets - owned (1) 344,952 96,261 441,213
Earning assets - managed (1) 6,111,061 1,480,207 7,591,268
Total Earning Assets - Owned and Managed (1) 6,456,013 1,576,468 8,032,481

(1) This is a non-IFRS measure. Please refer to "Non-IFRS and Other Performance Measures" in this MD&A for a definition and reconciliation of this measure.

Total finance receivables were $441.2 million as at June 30, 2025 compared to $418.3 million as at March 31, 2025 and $558.3 million as at June 30, 2024. The increase compared to the preceding quarter primarily reflects an increase in RV and Marine Finance held-for-trading financial assets partially offset by a decrease in Manufactured Housing finance receivables.

Borrowings were $557.7 million as at June 30, 2025 compared to $559.6 million as at March 31, 2025 and $723.8 million as at June 30, 2024.

Earning assets - managed $^{1}$ of $7.6 billion as at June 30, 2025 reflects managed loans of $6.1 billion at our Manufactured Housing Finance segment and $1.5 billion at our RV and Marine Finance segment.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

March 31, 2025

(in 000's for stated values, except percentage amounts) Manufactured Housing Finance $ RV & Marine Finance $ Corporate $ Total $
Assets
Cash 14,311 3,946 18,257
Restricted funds 1,281 1,281
Accounts Receivable 42,889 5,998 48,887
Finance receivables
Finance receivables at amortized cost 200,006 15,642 215,648
Held-for-trading financial assets 159,890 42,747 202,637
Total finance receivables 359,896 58,389 418,285
Retained reserve interest asset 48,421 48,421
Continuing involvement asset 68,945 68,945
Goodwill and intangible assets 94,762 158,579 253,341
Deferred tax assets 13,351 13,351
Other assets and investments 57,427 5,269 62,696
Total Assets 700,002 233,462 933,464
Liabilities
Accounts payable and accrued liabilities 46,296 8,626 54,922
Taxes Payable 4 4
Continuing involvement liability 68,945 68,945
Derivative financial instruments 22,832 9,627 32,459
Borrowings 315,306 54,823 189,503 559,632
Lease and other liabilities 11,802 2,470 14,272
Total Liabilities 465,185 65,919 199,130 730,234
Earning Assets - Owned and Managed
Earning assets - owned (1) 359,896 58,389 418,285
Earning assets - managed (1) 5,829,647 1,386,302 7,215,949
Total Earning Assets - Owned and Managed (1) 6,189,543 1,444,691 7,634,234

(1) This is a non-IFRS measure. Please refer to "Non-IFRS and Other Performance Measures" in this MD&A for a definition and reconciliation of this measure.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

June 30, 2024

(in 000's for stated values, except percentage amounts) Manufactured Housing Finance $ RV & Marine Finance $ Corporate $ Total $
Assets
Cash 12,429 8,273 1,738 22,440
Restricted funds 301 301
Accounts Receivable 63,373 6,410 1,133 70,916
Finance receivables
Finance receivables at amortized cost 175,549 8,099 183,648
Held-for-trading financial assets 285,258 89,385 374,643
Total finance receivables 460,807 97,484 558,291
Retained reserve interest 41,240 41,240
Continuing involvement asset 70,203 70,203
Goodwill and intangible assets 80,104 153,941 648 234,693
Deferred tax assets 6,357 1,946 8,303
Other assets and investments 22,212 3,299 55,367 80,878
Total Assets 757,026 269,407 60,832 1,087,265
Liabilities
Accounts payable and accrued liabilities 9,279 2,533 24,263 36,075
Continuing involvement liability 70,203 70,203
Derivative financial instruments 30,355 30,355
Borrowings 325,852 82,653 315,259 723,764
Lease and other liabilities 10,263 11,304 4,322 25,889
Total Liabilities 415,597 96,490 374,199 886,286
Earning Assets - Owned and Managed
Earning assets - owned (1) 460,807 97,484 558,291
Earning assets - managed (1) 5,317,085 5,317,085
Total Earning Assets - Owned and Managed (1) 5,777,892 97,484 5,875,376

(1) This is a non-IFRS measure. Please refer to "Non-IFRS and Other Performance Measures" in this MD&A for a definition and reconciliation of this measure.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Delinquencies

The contractual delinquency of finance receivables at each reporting period is as follows:

June 30, 2025 March 31, 2025 June 30, 2024
$ % $ % $ %
Current 199,272 99.89 215,969 99.88 183,351 99.18
31-60 days past due 207 0.10 192 0.09
61-90 days past due 8 12 0.01
Greater than 90 days past due 13 0.01 50 0.02 667 0.36
Total 199,500 100 216,223 100 184,018 100

Allowance for Credit Losses

Credit losses and provisions as at and for each of the respective periods are as follows:

(in 000's except percentage amounts) Three-month period ended June 30, 2025 Three-month period ended December 31, 2024 Three-month period ended June 30, 2024
$ $ $
Allowance for credit losses, beginning of period 721 572 335
Provision for credit losses 129 149 36
Charge-offs, net of recoveries (294)
Allowance for credit losses, end of period (1) 556 721 371

(1) The allowance for credit losses included Stage 3 (Non-performing) of $58 as at June 30, 2025, $394 as at December 31, 2024 and $127 as at June 30, 2024.

The Company's allowance for credit losses was $0.6 million as at June 30, 2025, compared to $0.7 million as at December 31, 2024. The allowance for credit losses of $0.6 million as at June 30, 2025 is in line with management's expectation of losses from the business segments and the current mix of assets.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Liquidity & Capital Resources

An important liquidity measure for the Company is its ability to maintain diversified funding sources to support its operations. The Company's primary sources of liquidity are: (i) cash flows from operating activities; (ii) borrowings on our term senior credit facility, other secured facilities, proceeds from the issuance of our senior unsecured debentures and Convertible Debentures; (iii) funding commitments from our Partners; and (iv) equity. The Company's primary use of cash is the funding of its capital allocation priorities, including funding organic growth initiatives for our operating businesses, acquisition opportunities and returning capital to shareholders. The Company manages its capital resources by utilizing the financial leverage available under its senior credit facilities, selling loans that we originate to our Partners and, when additional capital is required, the Company also has access to capital through the issuance of convertible debt or preferred or common shares. For further discussion of risks associated with our financial instruments, please refer to note 20 of the 2024 Annual Consolidated Financial Statements.

The Company's capitalization and key leverage ratios are as follows:

As at
June 30, 2025 March 31, 2025 June 30, 2024
(in 000's for stated values, except for percentage amounts) $ $ $
Total debt, including borrowings on term senior credit facility, senior unsecured debentures, Convertible Debentures and other secured facilities (a) 557,729 559,632 723,764
Total equity (b) 203,563 203,230 200,979
Debt to equity ratio (a)/(b) 2.74 2.75 3.60

As at June 30, 2025, the Company's debt to equity ratio was 2.74:1.

During the six-month period ended June 30, 2025, the Company issued C$83.0 million (US$58.0 million) of Convertible Debentures. The proceeds from the Convertible Debentures were used to redeem the outstanding 6.00% senior unsecured debentures due in December 31, 2025. These actions secure term debt and maintain available liquidity.

The Convertible Debentures are convertible at the option of the holder into common shares of the Company at an initial conversion price of C$3.77 per common share, being a conversion ratio of approximately 265.2520 common shares for each C$1,000 principal amount of debentures, subject to adjustment in certain circumstances.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Finance receivables are securitized or sold to third-party funding counterparties on a regular basis to ensure cash is available to fund new transactions. Cash levels are also monitored by management. In addition, the Company adheres to a strict policy of matching the maturities of owned finance receivables and the related debt as closely as possible in order to manage its liquidity position.

Accounts payable and accrued liabilities were $78.9 million as at June 30, 2025 compared to $54.9 million as at March 31, 2025 and $36.1 million as at June 30, 2024. The increase compared to the preceding quarter primarily reflects an increase in accounts payable due to Partners under commercial funding agreements and corresponds to the decrease in Manufactured Housing finance receivables.

The Company's available sources of financing are as follows:

(in 000's) As at
June 30, 2025 March 31, 2025 June 30, 2024
Cash and cash equivalents $12,730 $18,257 $22,440
Term Senior Credit Facility
Facility 770,000 770,000 800,000
Utilized against Facility (339,371) (322,000) (574,000)
Other Secured Facilities (1)
Facilities 221,500 231,500
Utilized against Facilities (75,150) (56,586)
Unutilized Borrowing Facilities (i.e., excl. Cash & Equiv.) 576,979 622,914 226,000
Total available sources of capital, end of period 589,709 641,171 248,440

(1) Other Secured Facilities consists of revolving credit facilities at Triad Financial Services and Source One to purchase participating interests in manufactured housing commercial loans and RV and marine retail loans, and to fund the warehousing of RV and marine retail loans.

As at June 30, 2025, the unutilized balance of the Company's borrowing facilities was approximately $577.0 million compared to $622.9 million at March 31, 2025 and $226.0 million at June 30, 2024. This $577.0 million in unutilized borrowings is in addition to the commitments in place to fund loan originations from our business segments. Management believes the available liquidity from its cash and equivalents, unutilized borrowing capacity and the funding commitments in place at its business segments is sufficient to fund operations and internal growth initiatives.

The Company was in compliance with all financial and reporting covenants with all of its lenders as at June 30, 2025.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


ECN CAPITAL

Summary of Quarterly Information

The following table sets out selected financial information for each of the eight most recent quarters, the latest of which ended as at June 30, 2025. The information should be read in conjunction with ECN Capital's audited consolidated financial statements, the notes thereto and the related management discussion and analysis for the relevant periods.

Key factors that account for the fluctuation in the Company's quarterly results include the year-over-year growth in originations at Triad Financial Services and the seasonality of our businesses from period to period. ECN Capital acquired a majority interest in Paramount on August 31, 2024.

(in $ 000's for stated values, except ratio and per share amounts) Q2, 2025 Q1 2025 Q4 2024 Q3, 2024 Q2, 2024 Q1, 2024 Q4, 2023 Q3, 2023
Adjusted operating income before tax (1) 16,890 11,430 9,207 19,470 14,510 1,420 (14,333) 2,328
Amortization of intangibles assets from acquisitions 2,024 2,024 2,020 1,956 1,917 1,897 1,894 1,901
Accretion of deferred purchase consideration 14 31 10 5 129 129 128 128
Accretion of convertible debenture discount 1,004 48
Fair value adjustment of convertible debt derivative liability 1,940 (1,766)
Share based compensation 6,430 3,781 3,043 4,091 3,074 3,075 4,609 4,825
Restructuring costs 6,732 4,372 975
Transaction, corporate development and other costs 2,741 2,374 2,069 4,240 2,464
Fair value adjustment 14,612 4,693
Provision for assets held-for-sale 4,000
Net income (loss) before income taxes 5,478 580 1,393 11,044 9,390 (5,750) (44,188) (16,658)
Net income (loss) - 100% basis 2,156 (1,215) (1,510) 8,149 8,164 (7,172) (54,051) (4,574)
Non-controlling interest (101) (33) 1 5
Net income (loss) - ECN share 2,257 (1,182) (1,511) 8,144 8,164 (7,172) (54,051) (4,574)
(Loss) earnings per share (basic) - attributable to common shareholders $— ($0.01) ($0.01) $0.02 $0.02 ($0.03) ($0.20) ($0.02)
(Loss) earnings per share (diluted) - attributable to common shareholders $— ($0.01) ($0.01) $0.02 $0.02 ($0.03) ($0.20) ($0.02)
Adjusted net income (loss) (1) - ECN share 12,573 8,483 6,812 14,404 10,737 1,051 (11,467) 1,862
Adjusted net income (loss) per share (basic) (1) - ECN share $0.04 $0.03 $0.02 $0.05 $0.04 $— ($0.04) $0.01
Adjusted net income (loss) applicable to common shareholders per share (basic) (1) - ECN share $0.04 $0.03 $0.02 $0.05 $0.03 $— ($0.05) $0.00
Total revenue 60,232 56,632 55,190 66,436 58,010 49,606 25,592 45,690
Originations 804,131 538,239 547,576 625,692 622,494 468,367 503,089 571,537
Period end earning assets - owned 441,213 418,285 412,975 478,292 558,291 501,732 598,225 494,601
Period end earning assets - managed (2) 7,591,268 7,215,949 6,868,879 6,674,876 5,317,085 5,214,804 4,919,623 4,804,083
Period end earning assets - total 8,032,481 7,634,234 7,281,854 7,153,168 5,875,376 5,716,536 5,517,848 5,298,684
Allowance for credit losses 556 575 721 572 371 335 1,484 1,341
Allowance % of finance receivables (1) 0.13 % 0.14 % 0.17 % 0.12 % 0.07 % 0.07 % 0.25 % 0.27 %
Term senior credit facility & other 406,622 370,129 425,760 465,653 565,936 472,188 738,328 642,932
Senior unsecured debentures 151,107 189,503 150,780 160,104 157,828 159,071 162,271 157,754
Total debt 557,729 559,632 576,540 625,757 723,764 631,259 900,599 800,686
Total equity 203,563 203,230 210,902 215,421 200,979 197,777 209,488 263,623

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


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(1) For additional information, see "Non-IFRS and Other Performance Measures" section.
(2) Managed assets, period end and managed assets, period average for prior periods were originally reported based on estimates. Changes to prior period reported numbers reflect final managed assets balances.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


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Other Disclosures

RELATED PARTY TRANSACTIONS

For a discussion of the Company's related party transactions, please refer to note 16 of the 2024 Annual Consolidated Financial Statements.

FINANCIAL AND OTHER INSTRUMENTS

For a discussion of the Company's financial and other instruments, please refer to note 2 of the 2024 Annual Consolidated Financial Statements.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


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Non-IFRS and Other Performance Measures

DESCRIPTION OF NON-IFRS MEASURES

The Company uses certain measures to assess our financial performance that are not generally accepted accounting principles measures under IFRS ("Non-IFRS measures"). The Company believes the non-IFRS measures described below are more reflective of our ongoing operating results and provide readers with a better understanding of the Company's operating performance through the eyes of management. Non-IFRS measures are intended to provide additional information only and do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. These measures should not be considered in isolation or as a substitute for measures of performance determined under IFRS.

The following discussion describes the non-IFRS measures we use in evaluating our operating results.

Adjusted other revenue

We define Adjusted other revenue as other revenue excluding the impact of fair value adjustments related to the convertible debt derivative liability. Management believes it is appropriate to adjust for this item because the fair value adjustments related to the convertible debt derivative liability are not considered reflective of recurring operating activities and the exclusion of this item provides greater comparability across reporting periods. We believe Total adjusted revenue is a key measure of the Company's operating performance over the long term and provides greater comparability across reporting periods. For a reconciliation of Adjusted other revenue to other revenue, being the most directly comparable IFRS measure, please see "Reconciliation of non-IFRS to IFRS measures" below.

Adjusted Earnings before interest expense, taxes, depreciation and amortization ("Adjusted EBITDA")

We define Adjusted EBITDA as net income before interest expense, income tax expense, depreciation and amortization, Adjusted to exclude the impact of share-based compensation, amortization of intangible assets acquired in business combinations, accretion of convertible debenture discount, gain or loss on fair value of convertible debentures derivative liability, accretion of deferred purchase consideration, transaction costs, restructuring costs, cumulative dividends on preferred shares, income tax, and certain non-recurring items. Management believes it is appropriate to adjust for these items because share-based compensation and amortization of intangible assets are primarily non-cash in nature, accretion of deferred purchase consideration is considered part of the purchase price consideration for business acquisitions notwithstanding the accounting treatment which views all or a portion of the related payments to be an operating expense, transaction costs, and restructuring costs do not relate to operating activities, dividends on preferred shares are a financing cost not related to operating activities, and income tax is managed at a corporate level and is a function of the jurisdictions in which the Company operates and not the underlying performance of our business segments. We believe Adjusted EBITDA is a key measure of the Company's operating performance over the long term and is a useful measure of the Company's ability to generate cash from operations to maintain and grow its core business. Investors and analysts also use Adjusted EBITDA as a measure to compare the operating performance of different businesses in the business services sector and to assess the enterprise value of a business as Adjusted EBITDA

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


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eliminates the impact of financing decisions. For a reconciliation of Adjusted EBITDA to net income (loss), being the most directly comparable IFRS measure, please see “Reconciliation of non-IFRS to IFRS measures” below.

Adjusted operating income before tax

Adjusted operating income before tax is net income excluding the impact of share-based compensation, amortization of intangible assets acquired in business combinations, accretion of convertible debenture discount, gain or loss on fair value of convertible debentures derivative liability, accretion of deferred purchase consideration, transaction costs, restructuring costs, cumulative dividends on preferred shares, income tax, and certain non-recurring items. Management believes it is appropriate to adjust for these items because share-based compensation and amortization of intangible assets are primarily non-cash in nature, accretion of deferred purchase consideration is considered part of the purchase price consideration for business acquisitions notwithstanding the accounting treatment which views all or a portion of the related payments to be an operating expense, corporate restructuring, transaction costs, and restructuring costs do not relate to operating activities, dividends on preferred shares are a financing cost not related to operating activities, and income tax is managed at a corporate level and is a function of the jurisdictions in which the Company operates and not the underlying performance of our business segments. Adjusted operating income before tax is a key operating measure used by management to assess the underlying operating performance of the Company’s business segments, including the determination of amounts to be paid out pursuant to deferred purchase consideration plans and Performance Share Unit (PSU) plans. Management also uses this measure to prepare the internal budgets and forecasts that support the Company’s public guidance. The presentation of this measure enables investors and analysts to better understand the underlying performance of our business segments. For a reconciliation of Adjusted operating income before tax to net income (loss), being the most directly comparable IFRS measure, please see “Reconciliation of non-IFRS to IFRS measures” below.

Adjusted net income and Adjusted net income applicable to common shareholders

Adjusted net income is net income excluding the impact of share-based compensation, amortization of intangible assets acquired in business combinations, accretion of convertible debenture discount, gain or loss on fair value of convertible debentures derivative liability, accretion of deferred purchase consideration, transaction costs, restructuring costs, and certain non-recurring items, less the applicable provision for income taxes excluding the tax impact of these adjustments. Management believes it is appropriate to adjust for these items because share-based compensation and amortization of intangible assets are primarily non-cash in nature, accretion of deferred purchase consideration is considered part of the purchase price consideration for business acquisitions notwithstanding the accounting treatment which views all or a portion of the related payments to be an operating expense, and corporate restructuring, transaction costs, and restructuring costs do not relate to operating activities. Adjusted net income applicable to common shareholders is computed as adjusted net income less cumulative preferred share dividends. Adjusted net income provides a consolidated view of the Company’s underlying financial performance attributable to the common shareholders. The presentation of this measure enables investors and analysts to better understand the underlying performance of our business segments. For a reconciliation of Adjusted net income to net income (loss), being the most directly comparable IFRS measure, please see “Reconciliation of non-IFRS to IFRS measures” below.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


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Adjusted net income per share and Adjusted net income per share applicable to common shareholders

Adjusted net income per share is a non-IFRS ratio and is computed as Adjusted net income divided by the basic weighted average number of common shares outstanding during the period. Adjusted net income per share applicable to common shareholders is a non-IFRS ratio and is computed as Adjusted net income applicable to common shareholders divided by the basic weighted average number of common shares outstanding during the period.

Earning assets - owned

Earning assets - owned are the finance receivables from continuing operations held on our balance sheet.

Managed assets

Managed assets are the asset portfolios from continuing operations that the Company manages or services on behalf of its Partners.

In addition, the Company utilizes the following performance measures, which are derived from amounts calculated in accordance with IFRS to assess performance:

Allowance for credit losses as a percentage of finance receivables

Allowance for credit losses as a percentage of finance receivables is the allowance for credit losses at the end of the period divided by the finance receivables (gross of the allowance for credit losses) at the end of the period.

Finance assets or total finance assets

Finance assets are the sum of the finance receivables at amortized cost and held-for-trading financial assets.

Debt to equity ratio

Debt to equity ratio is calculated as total debt (borrowings) outstanding at the end of the period, divided by total equity outstanding at the end of the period. Debt to equity refers to the use of debt to acquire/finance additional finance receivables and other assets and provides an indication of future potential ability to increase the level of debt when compared to specific industry-standard and/or existing debt covenants.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


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RECONCILIATION OF NON-IFRS TO IFRS MEASURES

The following table provides a reconciliation of non-IFRS to IFRS measures related to the Company's consolidated continuing results of operations for the three-month periods ended June 30, 2025, March 31, 2025, and June 30, 2024 and the six-month periods ended June 30, 2025 and June 30, 2024.

For the three-month period ended For the six-month period ended
(in 000's for stated values, except percent amounts) June 30, 2025 March 31, 2025 June 30, 2024 June 30, 2025 June 30, 2024
$ $ $ $ $
Reconciliation of Adjusted operating income before tax:
Net income (loss) 2,156 (1,215) 8,164 941 992
Adjustments:
Share-based compensation 6,430 3,781 3,074 10,211 6,149
Amortization of intangible assets 2,024 2,024 1,917 4,048 3,814
Accretion of convertible debenture discount 1,004 48 1,052
Accretion of deferred purchase consideration 14 31 129 45 258
Restructuring costs 6,732 6,732
Transaction, corporate development and other costs 2,069
Fair value adjustment of convertible debt derivative liability 1,940 (1,766) 174
Provision for income taxes 3,322 1,795 1,226 5,117 2,648
Adjusted operating income (loss) before tax 16,890 11,430 14,510 28,320 15,930
Non-controlling interest (101) (33) (134)
Adjusted operating income before tax - ECN share 16,991 11,463 14,510 28,454 15,930
Adjusted operating income (loss) before tax comprised of:
Manufactured Housing Finance Segment 17,187 13,130 20,221 30,317 29,296
RV and Marine Finance Segment 3,067 1,245 3,160 4,312 3,632
Corporate (3,263) (2,912) (8,871) (6,175) (16,998)
16,991 11,463 14,510 28,454 15,930
Reconciliation of Adjusted EBITDA:
Adjusted operating income before tax 16,890 11,430 14,510 28,320 15,930
Interest expense 11,531 11,155 14,944 22,686 33,182
Depreciation & amortization 3,090 2,904 2,060 5,994 4,227
Adjusted EBITDA 31,511 25,489 31,514 57,000 53,339
Reconciliation of Adjusted other revenue:
Other revenue (225) 2,948 1,281 2,723 3,471
Fair value adjustment of convertible debt derivative liability 1,940 (1,766) 174
Adjusted other revenue 1,715 1,182 1,281 2,897 3,471
Reconciliation of Adjusted net income - ECN share and Adjusted net income attributable to common shareholders:
Adjusted operating income before tax - ECN share 16,991 11,463 14,510 28,454 15,930
Provision for taxes applicable to Adjusted operating income (1) 4,418 2,980 3,773 7,398 4,142
Adjusted net income - ECN share 12,573 8,483 10,737 21,056 11,788
Cumulative preferred share dividends during the period 2,566 1,283 2,553 3,849 3,923
Adjusted net income attributable to common shareholders - ECN share 10,007 7,200 8,184 17,207 7,865
Per share information
Weighted average number of shares outstanding (basic) 281,445 281,211 281,014 281,329 280,471
Adjusted net income per share (basic) - ECN share $0.04 $0.03 $0.04 $0.07 $0.04
Adjusted net income applicable to common shareholders per share (basic) - ECN share $0.04 $0.03 $0.03 $0.06 $0.03

(1) Provision for taxes applicable to Adjusted operating income reflects an effective tax rate of 26.0% for all periods presented.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


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Accounting and Internal Control Matters

Critical Accounting Policies and Estimates and Use of Judgments

The Company's material accounting policies are described in note 2 of our 2024 Annual Consolidated Financial Statements. Certain of these policies, and related estimates and judgments have been identified as "critical" to the presentation of our financial condition and results of operations because they require us to make subjective and/or complex judgments about matters that are inherently uncertain; or there is a reasonable likelihood that materially different amounts could be reported under different conditions or using different assumptions and estimates. Our material accounting judgments, estimates and assumptions relate to allowances for credit losses, income taxes, goodwill, derecognition of financial assets, fair value of retained servicing rights, fair value of held-for-trading financial assets, and the outcome of contingencies such as lawsuits, claims or proceedings incident to the operation of our businesses. Our critical accounting policies and estimates have been reviewed and approved by our Audit Committee, in consultation with management, as part of their review and approval of our material accounting policies, judgments, estimates and assumptions. Please refer to notes 2 and 3 of our 2024 Annual Consolidated Financial Statements for a description of each of our material accounting judgments, estimates and assumptions.

The preparation of financial statements in accordance with IFRS requires management to make estimates and exercise judgments that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The estimates and judgments are made based on information available as at the date the consolidated financial statements are issued.

The Company, from time to time, is involved in various lawsuits, claims and proceedings incident to the operation of its businesses. Although the outcome of litigation cannot be predicted with certainty and some lawsuits, claims or proceedings may be disposed of unfavorably to us, it is management's opinion that none of these will have a material adverse effect on the Company's financial position, results of operations or cash flows. Costs related to such matters were not material to the periods presented.

Internal Control over Financial Reporting

The Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO") are responsible for designing disclosure controls and procedures to ensure that material information is being recorded, processed, summarized, and reported to senior management, including the certifying officers and other members of the Board of Directors, on a timely basis, so that appropriate decisions can be made regarding public disclosure. In addition, the CEO and CFO are responsible to design, or cause to be designed under their supervision, internal controls over financial reporting to a standard that provides reasonable assurance of the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


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It should be noted that while the Company's CEO and CFO believe that the Company's internal control system and disclosure controls and procedures provide a reasonable level of assurance that the objectives of the control systems are met, they do not expect that the Company's control systems will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurances that any designs will succeed in achieving its stated goals under all potential conditions.

The Company has an established process in place to ensure the effectiveness of the disclosure controls and internal controls over financial reporting.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


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Updated Share Information

The Company is currently authorized to issue (i) an unlimited number of common shares without nominal or par value and (ii) an unlimited number of preferred shares, issuable in series.

As at August 7, 2025, the Company had 281,479,009 common shares, 15,875,678 options to purchase common shares, 3,712,400 Series C preferred shares, and 27,450,000 Series E preferred shares (which are convertible into common shares on a one-for-one basis based on an initial liquidation preference and conversion price and subject to adjustment in accordance with their terms), issued and outstanding.

ECN Capital Corp. | MANAGEMENT DISCUSSION AND ANALYSIS, JUNE 30, 2025


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