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Groupe Dynamite Inc. Capital/Financing Update 2026

Apr 23, 2026

48545_rns_2026-04-22_7284a8a8-9090-46b6-9496-96068f49ee1a.pdf

Capital/Financing Update

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No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This prospectus supplement, together with the short form base shelf prospectus dated April 20, 2026 to which it relates, and each document incorporated or deemed to be incorporated by reference in this prospectus supplement and in the short form base shelf prospectus dated April 20, 2026 to which it relates, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. See "Plan of Distribution" in this prospectus supplement.

These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This prospectus supplement, together with the short form base shelf prospectus dated April 20, 2026 to which it relates, does not constitute an offer to sell or solicitation of an offer to buy any of the securities offered hereby within the United States of America. See "Plan of Distribution".

Information has been incorporated by reference in this prospectus supplement and in the short form base shelf prospectus dated April 20, 2026 to which it relates, from documents filed with securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated by reference herein and therein may be obtained on request without charge from the Senior Vice President, Legal Affairs and Corporate Secretary of the Company at 5592 Ferrier Street, Town of Mount Royal, Québec H4P 1M2, telephone number: 514-733-3962, and are also available electronically at www.sedarplus.ca.

PROSPECTUS SUPPLEMENT

to the short form base shelf prospectus dated April 20, 2026

Secondary Offering

April 22, 2026

GDI | DYNAMITE GARAGE

GROUPE DYNAMITE INC.

$251,100,000

2,700,000 Subordinate Voting Shares

This prospectus supplement (this "Prospectus Supplement"), together with the accompanying short form base shelf prospectus dated April 20, 2026 to which it relates (the "Shelf Prospectus", and as supplemented by this Prospectus Supplement, the "Prospectus"), qualifies the distribution to the public by 4370368 Canada Inc., an entity indirectly owned and controlled by our Chair of the Board and Chief Executive Officer, Mr. Andrew Lutfy (the "Selling Shareholder"), of an aggregate of 2,700,000 Subordinate Voting Shares (as defined herein) (the "Offered Shares") of Groupe Dynamite Inc. (the "Company", "Groupe Dynamite", "GDI" "we", "us" or "our") at a price of $93.00 per Offered Share (the "Offering Price"), for aggregate gross proceeds to the Selling Shareholder of $251,100,000 (the "Offering").

The Offered Shares are being sold in each of the provinces and territories of Canada pursuant to an underwriting agreement dated as of April 22, 2026 (the "Underwriting Agreement") among the Company, the Selling Shareholder and a syndicate of underwriters led by BMO Nesbitt Burns Inc. (the "Lead Underwriter"), and including Desjardins Securities Inc. ("Desjardins"), National Bank Financial Inc. ("National"), RBC Dominion Securities Inc. ("RBC") and TD Securities Inc. ("TD"), as joint bookrunners with the Lead Underwriter (the "Joint Active Bookrunners"), and Canaccord Genuity Corp., Stifel Nicolaus Canada Inc., Barclays Capital Canada Inc., CIBC World Markets Inc., Goldman Sachs Canada Inc., Raymond James Ltd., Scotia Capital Inc. ("Scotia") and UBS Securities Canada Inc. (collectively with the Lead Underwriter, the "Underwriters"). The Company will not receive any proceeds from the sale of the Offered Shares by the Selling Shareholder. See "Selling Shareholder" and "Plan of Distribution".

The subordinate voting shares of the Company (the "Subordinate Voting Shares") are listed and posted for trading on the Toronto Stock Exchange (the "TSX") under the symbol "GRGD". On April 21, 2026, the last trading day prior to the date of this Prospectus Supplement, the closing price of the Subordinate Voting Shares was $86.47. See "Trading Price and Volume".


Price: $93.00 per Offered Share

Price to the Public(1) Underwriters' Fee(2) Net Proceeds to the Selling Shareholder(3)
Per Offered Share $93.00 $3.72 $89.28
Total(4) $251,100,000 $10,044,000 $241,056,000

Notes

(1) The Offering Price has been determined by arm's length negotiation between the Selling Shareholder and the Joint Active Bookrunners, on behalf of the Underwriters, with reference to the then-current market price for the Subordinate Voting Shares.

(2) Pursuant to the terms of the Underwriting Agreement, and in consideration of the services rendered by the Underwriters in connection with the Offering, the Selling Shareholder will pay a cash fee equal to 4.0% (the "Underwriters' Fee") of the aggregate gross proceeds raised from the Offering, which Underwriters' Fee will be borne by the Selling Shareholder. See "Plan of Distribution".

(3) None of the other expenses of the Offering will be borne by the Selling Shareholder. It is estimated that the total expenses of the Offering, not including the Underwriters' Fee, will be approximately $1 million. The Company has agreed to pay the expenses of the Offering. The Company has also agreed to reimburse the Underwriters in certain circumstances for their reasonable expenses in connection with the Offering. See "Net Proceeds to the Selling Shareholder".

(4) The Selling Shareholder has granted to the Underwriters an option (the "Over-Allotment Option") to offer for sale up to 405,000 additional Subordinate Voting Shares (the "Over-Allotment Shares"), representing up to an additional 15% of the aggregate number of Subordinate Voting Shares sold by the Selling Shareholder pursuant to the Offering, at the Offering Price, on the same terms and conditions as the Offering, exercisable in whole or in part on or after the Closing Date (as defined herein) and for a period of 30 days thereafter, to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total "Price to the Public", "Underwriters' Fee" and "Net Proceeds to the Selling Shareholder" will be $288,765,000, $11,550,600 and $277,214,400, respectively. The Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares to be sold upon the exercise of the Over-Allotment Option. A purchaser who acquires Subordinate Voting Shares forming part of the Underwriters' over-allocation position acquires such Subordinate Voting Shares under the Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See "Plan of Distribution" and "Selling Shareholder".

The following table sets out the number of Over-Allotment Shares that may be sold by the Selling Shareholder to the Underwriters pursuant to the Over-Allotment Option:

Underwriters' position Maximum number of securities held Exercise period Exercise price
Over-Allotment Option 405,000 Over-Allotment Shares Until and including the date that is 30 days following the Closing Date $93.00 per Over-Allotment Share

Unless the context otherwise requires, references herein to the "Offering" and the "Offered Shares" include the Over-Allotment Shares issuable pursuant to the exercise of the Over-Allotment Option.

The Selling Shareholder currently holds, in the aggregate, 88,615,622 multiple voting shares ("Multiple Voting Shares", and collectively with Subordinate Voting Shares, the "Shares") and 4,000,000 Subordinate Voting Shares, representing approximately 84.4% of the issued and outstanding Shares and approximately 98.1% of the voting power attached to all outstanding Shares, before giving effect to the Offering or the Buyback (as such term is defined herein). Upon completion of the Offering, after giving effect to the Buyback and assuming no exercise of the Over-Allotment Option, the Selling Shareholder will, in the aggregate, directly or indirectly, own or control approximately 88,615,622 Multiple Voting Shares and 750,000 Subordinate Voting Shares, representing approximately 81.9% of the issued and outstanding Shares and approximately 97.8% of the voting power attached to all of the issued and outstanding Shares (approximately 81.5% and 97.8%, respectively, if the Over-Allotment Option is exercised in full). Upon completion of the Offering, and assuming no exercise of the Over-Allotment Option, the Company will have an aggregate of 20,564,143 Subordinate Voting Shares and 88,615,622 Multiple Voting Shares issued and outstanding.

The Underwriters, as principals, conditionally offer the Offered Shares for sale and, subject to prior sale, if, as and when sold and delivered by the Selling Shareholder and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under "Plan of Distribution" and subject to the approval of certain legal matters relating to the Offering, on behalf of the Company and the Selling Shareholder by Davies Ward Phillips & Vineberg LLP, and on behalf of the Underwriters by Osler, Hoskin & Harcourt LLP. Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the

(ii)


Underwriters reserve the right to close the subscription books at any time without notice. The Underwriters propose to offer the Offered Shares initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at such price, the Offering Price may be decreased and may be further changed from time to time to an amount not greater than the Offering Price. See "Plan of Distribution".

The Offered Shares will be registered and deposited directly with CDS Clearing and Depository Services Inc. ("CDS") or its nominee pursuant to the book-based system administered by CDS, and will be held by, or on behalf of, CDS, as depositary of the Offered Shares for the participants of CDS, on a non-certificated basis. Purchasers of Offered Shares will receive only a customer confirmation or statement from the Underwriters or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Offered Shares is purchased. See "Plan of Distribution".

An investment in the Offered Shares is speculative and involves a degree of risk. Prospective investors should carefully consider the risk factors described in this Prospectus Supplement, the Shelf Prospectus and the documents incorporated by reference herein and therein before making an investment in the Offered Shares. See "Risk Factors" and "Forward-Looking Information".

Prospective investors should be aware that an acquisition of Offered Shares may have tax consequences in Canada. This Prospectus Supplement and the Shelf Prospectus may not fully describe these tax consequences. See "Certain Canadian Federal Income Tax Considerations" herein. Prospective investors are urged to consult their own tax advisors with respect to the Canadian income tax considerations applicable in their circumstances.

The closing of the Offering (the "Closing") is expected to occur on or about April 27, 2026 or such other date as the Company, the Selling Shareholder and the Underwriters may agree, but in any event no later than June 3, 2026 (the "Closing Date").

Each of the Lead Underwriter, Desjardins, National, RBC, TD and Scotia is, directly or indirectly, a subsidiary or an affiliate of financial institutions that are members of a syndicate of lenders that have made credit facilities available to the Company. Consequently, within the meaning of National Instrument 33-105 – Underwriting Conflicts (in Québec, Regulation 33-105 respecting Underwriting Conflicts), the Company may be considered to be a “connected issuer” to each such Underwriter. See “Relationship between the Company and Certain Underwriters”.

Information with respect to a purchaser's right to withdraw from or rescind an agreement to purchase securities is provided herein. See "Purchasers' Statutory Rights of Withdrawal and Rescission".

As of April 17, 2026, the Company has qualifying public equity (as defined in National Instrument 44-102 – Shelf Distributions (in Québec, Regulation 44-102 respecting Shelf Distributions)) ("NI 44-102") of $1,269 million, and therefore qualifies as a "well-known seasoned issuer" under NI 44-102.

Certain directors of the Company, being Hollie S. Castro, Andy Janowski and Angelic Vendette, reside outside of Canada. These directors have appointed the Company, 5592 Ferrier Street, Town of Mount Royal, Québec H4P 1M2 as their agent for service of process in Canada. Purchasers are advised that it may not be possible for them to enforce judgments obtained in Canada against any person or company that resides outside of Canada or is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, even if the person has appointed an agent for service of process. See "Enforcement of Judgements Against Foreign Persons".

Groupe Dynamite is a corporation established under the federal laws of Canada. The registered and head office of the Company is located at 5592 Ferrier Street, Town of Mount Royal, Québec H4P 1M2.

(iii)


TABLE OF CONTENTS

Page

ABOUT THIS PROSPECTUS SUPPLEMENT ... 2
FORWARD-LOOKING INFORMATION ... 2
DOCUMENTS INCORPORATED BY REFERENCE ... 3
MARKETING MATERIALS ... 4
ABOUT GROUPE DYNAMITE ... 4
RECENT DEVELOPMENTS ... 5
SELLING SHAREHOLDER ... 6
DESCRIPTION OF SECURITIES BEING DISTRIBUTED ... 6
USE OF PROCEEDS ... 7
CONSOLIDATED CAPITALIZATION ... 7
PLAN OF DISTRIBUTION ... 7
ELIGIBILITY FOR INVESTMENT ... 10
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... 10
PRIOR SALES ... 14
TRADING PRICE AND VOLUME ... 15
RISK FACTORS ... 15
ENFORCEMENT OF JUDGEMENTS AGAINST FOREIGN PERSONS ... 16
LEGAL MATTERS ... 17
PROMOTER ... 17
AUDITORS, REGISTRAR AND TRANSFER AGENT ... 17
PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ... 18
CERTIFICATE OF THE UNDERWRITERS ... C-1


SHELF PROSPECTUS

Page

ABOUT THIS PROSPECTUS... 2
FORWARD-LOOKING INFORMATION ... 2
NON-IFRS MEASURES INCLUDING NON-IFRS FINANCIAL MEASURES, NON-IFRS RATIOS, SUPPLEMENTARY FINANCIAL MEASURES AND RETAIL INDUSTRY METRICS ... 4
NOTICE TO UNITED STATES RESIDENT ... 4
DOCUMENTS INCORPORATED BY REFERENCE ... 5
ABOUT GROUPE DYNAMITE ... 6
RECENT DEVELOPMENTS ... 8
SELLING SECURITYHOLDERS ... 8
DESCRIPTION OF THE SHARE CAPITAL OF THE COMPANY ... 8
DESCRIPTION OF SECURITIES BEING DISTRIBUTED ... 14
PRIOR SALES ... 20
TRADING PRICES AND VOLUMES ... 20
CONSOLIDATED CAPITALIZATION ... 20
EARNINGS COVERAGE RATIOS ... 20
USE OF PROCEEDS ... 20
DIVIDENDS ... 20
PLAN OF DISTRIBUTION ... 20
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... 22
RISK FACTORS ... 22
ENFORCEMENT OF JUDGEMENTS AGAINST FOREIGN PERSONS ... 55
LEGAL MATTERS ... 55
PROMOTER ... 55
AUDITORS, REGISTRAR AND TRANSFER AGENT ... 56
PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL ... 56
WELL-KNOW SEASONED ISSUER ... 57
CERTIFICATE OF GROUPE DYNAMITE INC. ... C-1

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document is composed of two parts. The first part is this Prospectus Supplement, which describes the specific terms of the Offering and supplements and adds to the information contained in the Shelf Prospectus and the documents incorporated by reference herein and therein. The second part is the Shelf Prospectus, which provides more general information, some of which may not apply to the Offering. This Prospectus Supplement is deemed to be incorporated by reference into the Shelf Prospectus solely for the purpose of the Offering.

An investor should rely only on the information contained or incorporated by reference in the Prospectus and is not entitled to rely on parts of the information contained or incorporated by reference in the Prospectus to the exclusion of others. Neither the Company, the Selling Shareholder nor the Underwriters have authorized anyone to provide any information other than that contained or incorporated by reference in this Prospectus Supplement, the Shelf Prospectus, or any amendment or supplement to this Prospectus Supplement or the Shelf Prospectus. Neither the Company, the Selling Shareholder nor the Underwriters take any responsibility for, or provide any assurance as to the reliability of, any other information that others may provide to prospective investors. References to our website in this Prospectus Supplement, the Shelf Prospectus or in any documents that are incorporated by reference herein and therein do not incorporate the information on such website by reference into this Prospectus Supplement or the Shelf Prospectus, and we disclaim any such incorporation by reference. Prospective investors should assume that the information appearing in this Prospectus Supplement is accurate only as of the date on the cover of this Prospectus Supplement, regardless of the time of delivery of this Prospectus Supplement or any sale of Subordinate Voting Shares, and that information appearing in any document incorporated by reference is accurate only as of the date of such document. The Company's business, financial condition, results of operations or prospects may have changed since those dates. This Prospectus Supplement does not constitute an offer to sell or the solicitation of an offer to buy Subordinate Voting Shares in any circumstances under which such offer or solicitation would be unlawful.

The Company further notes that the representations, warranties and covenants made by it in any agreement that is filed as an exhibit to any document incorporated by reference into this Prospectus Supplement and the Shelf Prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to prospective investors in the Offering. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied upon as accurately representing the current state of the affairs of the Company.

In the Prospectus, unless the context otherwise indicates, references to "Groupe Dynamite", "GDI", the "Company", "us", "we" or "our" refer to Groupe Dynamite Inc. and, as applicable, its subsidiaries. All references to "management" are to the persons who are executive officers of the Company. All statements made by or on behalf of management are made in such persons' capacities as executive officers of the Company and not in their personal capacities.

In the Prospectus, all references to “$” are to Canadian dollars. Certain totals, subtotals and percentages throughout the Prospectus may not reconcile due to rounding.

Unless otherwise indicated, the disclosure contained herein assumes that the Over-Allotment Option has not been exercised.

FORWARD-LOOKING INFORMATION

The Prospectus and the information incorporated by reference contain "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information may relate to our future financial outlook and anticipated events or results and may include information regarding our business, financial position, business strategy, growth plans, the reorganization of our corporate structure and strategies, budgets, operations, financial results, taxes, dividend policy, plans and objectives. In particular, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "is expected", "maintain", "continue", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "potential", "goal", "objective", "prospects", "strategy", "likely", "intends", "anticipates", "seeks", "believes" or variations of such words and phrases or terminology which states that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved", although not all forward-looking information includes those words or phrases. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-


looking information. Statements containing forward-looking information are neither historical facts nor assurances of future performance, but instead represent management's expectations, estimates and projections regarding possible future events or circumstances.

This forward-looking information in the Prospectus includes statements discussed in more detail in the Shelf Prospectus under the heading "Forward-Looking Information", and also includes, but is not limited to, the proposed sale of Offered Shares pursuant to this Prospectus Supplement and the aggregate gross and net proceeds therefrom; the timing and completion of the Offering; and the exercise of the Over-Allotment Option. Additional forward-looking information is identified and discussed in the various documents incorporated by reference in the Prospectus.

Forward-looking statements are based on estimates and assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances. Such assumptions include those discussed in more detail in the Shelf Prospectus under the heading "Forward-Looking Information" and also include, without limitation: the ability of the Selling Shareholder to complete the Offering on a timely basis and in accordance with the terms of the Underwriting Agreement. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct.

The forward-looking information included in the Prospectus is based on our opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such statements are made and is subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited those detailed in the Shelf Prospectus under the heading "Forward-Looking Information" and also include, without limitation, the future sales by existing shareholders could decrease the value of Subordinate Voting Shares; there may be an insufficiently liquid trading market for the Subordinate Voting Shares in the future, which could prevent shareholders from selling their Subordinate Voting Shares without a significant reduction in price, or at all; investors in the Offering may lose their entire investment; and forward-looking statements may prove incorrect. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail under the heading "Risk Factors" in each of the Prospectus Supplement, the Shelf Prospectus, our AIF (as defined herein) and the Annual MD&A (as defined herein) should be considered carefully by investors.

Although we have attempted to identify important risk factors that could cause actual results or future events to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained in the Prospectus represents our expectations as of the date of the Prospectus (or as of the date it is otherwise stated to be made) and is subject to change after such date. We disclaim any intention, obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities legislation.

All of the forward-looking information contained in the Prospectus is expressly qualified by the foregoing cautionary statements. Investors should read this entire Prospectus and consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of their investment in the Offered Shares.

Additional information about the assumptions, risks and uncertainties is contained in the Company's filings with securities regulatory authorities, including its Annual MD&A, which are available on SEDAR+ at www.sedarplus.ca.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, filed with the various securities regulatory commissions or similar authorities in each of the provinces and territories of Canada, are specifically incorporated by reference into and form an integral part of the Prospectus:


(a) the annual information form of Groupe Dynamite for the fiscal year ended January 31, 2026 ("AIF");
(b) the audited consolidated financial statements of Groupe Dynamite as at and for the years ended January 31, 2026 and February 1, 2025, together with the notes thereto and the independent auditor's report thereon ("Annual Financial Statements");
(c) the management's discussion and analysis of the financial condition and results of operations of Groupe Dynamite for the year ended January 31, 2026 ("Annual MD&A");
(d) the management information circular of Groupe Dynamite dated May 8, 2025 prepared in connection with the annual meeting of shareholders held on June 17, 2025; and
(e) the template version of the term sheet dated April 20, 2026 in connection with the Offering ("Term Sheet").

Any documents of the type referred to above, any material change report (other than any confidential material change report), any business acquisition report, any "template version" of "marketing materials" (each as defined in National Instrument 41-101 – General Prospectus Requirements (in Québec, Regulation 41-101 respecting General Prospectus Requirements)) ("NI 41-101")) and any other documents of the type described in item 11.1 of Form 44-101F1 – Short Form Prospectus filed by Groupe Dynamite with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada after the date of this Prospectus Supplement and prior to the termination of the Offering, shall be deemed to be incorporated by reference into and form an integral part of this Prospectus Supplement.

Any statement contained in the Prospectus or in a document incorporated or deemed to be incorporated by reference in the Prospectus shall be deemed to be modified or superseded, for the purposes of the Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement, nor include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall be deemed, except as so modified or superseded, not to constitute a part of this Prospectus Supplement or the Shelf Prospectus.

MARKETING MATERIALS

The Term Sheet is specifically incorporated by reference into the Prospectus as of the date of this Prospectus Supplement. See "Documents Incorporated by Reference". Any "template version" of "marketing materials" (as such terms are defined in NI 41-101) filed with a securities commission or other similar regulatory authority in Canada in connection with the Offering after the date of this Prospectus Supplement and before the termination of the Offering (including any amendment to, or any amended version of, the Term Sheet) will be deemed to be incorporated by reference into this Prospectus Supplement. However, neither the Term Sheet nor any "template version" of "marketing materials" will form part of this Prospectus Supplement to the extent that the contents of the template version of the Term Sheet or such other marketing materials, as the case may be, are modified or superseded by a statement contained in this Prospectus Supplement or any amendment.

ABOUT GROUPE DYNAMITE

With a luxury-inspired mindset, our vision is to create accessible fashion that inspires style-conscious individuals to feel good in their skin and to fulfill our mission: Empowering you to be you, one outfit at a time.

We are a fashion house that operates retail stores and e-commerce platforms under two complementary and spirited banners: Garage and Dynamite. Garage is a casual street-active aesthetic brand that inspires rewriting the rules, breaking boundaries and owning your individuality, because your style should be as limitless as your passions. Dynamite believes that every day is the perfect occasion to look and feel exceptional, outfitting modern women to seamlessly flow between the demands of their day to the energy that fills their night.

We thrive at the intersection of art and science with a luxury-inspired business model. Our left brain: We obsess

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about taking time out of the supply chain, leading to increasing focus on speed, flexibility and data to effectively "de-risk" the business of fashion – this rigorous approach is what allows us to deliver differentiated outcomes. Our right brain: Creativity drives every aspect of what we do, allowing us to connect with our customers on a deeper level – we focus on creating clothing collections, campaigns, and experiences that foster an emotional connection with our customers.

We have an intense focus on building an emotional connection with our customers that informs our design and merchandising strategy, omnichannel distribution model and marketing strategy. This emotional connection with our customers begins with our muses, Alex and Rachelle, the conceptual inspirations for our design teams. Alex and Rachelle epitomize customers of Garage and Dynamite respectively, and we embark through them on style journeys that allow us to rapidly address ever-evolving fashion preferences.

Our teams then aim to create must-have, unique and on-trend products for our customers' ever-changing world. Our product assortment includes jeans, pants, fleece, tops, blouses, sweaters, dresses, skirts, and jackets. Both of our brands have their own dedicated and distinctive Merchandising and Design teams. We develop an average of 138 unique styles per week, drawing inspiration from both historical successes and emerging trends to create fashion must-haves. These branded product teams are supported by Centers of Excellence teams that service both brands, so that we are leveraging their expertise in fabric, fit, and product development sourcing.

We connect with our customers through an aspirational, omnichannel shopping experience that extends across our retail stores, e-commerce platforms, mobile applications and loyalty programs. As of April 6, 2026, we operate 169 stores in Canada, with retail locations in all Canadian provinces, 136 stores in the United States, with retail locations across 39 U.S. states, and two stores in the United Kingdom. Our retail store footprint allows us to develop brand-enhancing experiences for our customers, leveraging technology and an innovative approach that empowers our store associates to be brand ambassadors and stylists, creating an optimized shopping experience for our customers. Our three dedicated e-commerce sites, Garageclothing.com, Dynamiteclothing.com and Garageclothing.co.uk, give us control over the presentation of our brand and relationships with our customers, while providing customers with a seamless omnichannel experience. Our Garage and Dynamite loyalty programs and apps further enable us to provide customers with a fun and personalized experience, access to the latest products, and help drive repeat purchasing behavior.

Our omnichannel distribution model is supported by our nimble design, sourcing and supply chain processes. We have long-term and strategic relationships with suppliers that enable us to secure production capacity and facilitate in-season order placement. We have an accelerated product cycle from fabric production to order fulfillment that allows us to quickly pivot to the latest trends or go deeper on in-season trends. Our flexibility increases our open-to-buy opportunity in a given season, allowing us to test, deploy and react to trends more quickly, more accurately plan inventory, reduce markdowns and minimize fashion risk.

We support our brands with a disciplined and data-driven approach to marketing, utilizing a proprietary attribution model that analyzes and supports efficacy of our marketing spend in real-time and provides insights that inform our longer-term strategy. We deploy a multi-faceted marketing strategy across multiple channels focusing on driving brand awareness and growing the community of Garage and Dynamite customers, with strategic use of social media and influencers, events, and partnerships.

RECENT DEVELOPMENTS

Buyback

On April 20, 2026, the Company announced that it would be purchasing for cancellation an aggregate of 550,000 Subordinate Voting Shares from the Selling Shareholder (the "Buyback") at the Offering Price, pursuant to an exemptive relief order from the Autorité des marchés financiers, Groupe Dynamite's principal regulator, exempting the Company from the requirements applicable to issuer bids in Part 2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids (in Québec, Regulation 62-104 respecting Take-Over Bids and Issuer Bids). The Buyback will be settled on the Closing Date and will be funded with funds available to the Company.

The Selling Shareholder is controlled, directly or indirectly, by Mr. Andrew Lutfy. Accordingly, Mr. Lutfy is a "related party" of the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (in Québec, Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions) ("MI 61-101") since he holds, directly or indirectly, all of the Multiple Voting Shares, entitling him to more than 10% of the voting rights attached to all of the issued and outstanding Shares. Therefore, the Buyback


constitutes a "related party transaction" within the meaning of MI 61-101. Groupe Dynamite is exempted from the formal valuation and minority approval requirements pursuant to MI 61-101, since neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Buyback, represents more than 25% of the market capitalization of the Company.

SELLING SHAREHOLDER

The Selling Shareholder has agreed to sell, in the aggregate, 2,700,000 Subordinate Voting Shares to the Underwriters pursuant to the Underwriting Agreement. See "Plan of Distribution".

Upon completion of the Offering, the Selling Shareholder will own or control, directly or indirectly, in the aggregate, 88,615,622 Multiple Voting Shares and 750,000 Subordinate Voting Shares, representing approximately 81.9% of the issued and outstanding Shares and approximately 97.8% of the voting power attached to all of the Shares (approximately 81.5% and 97.8%, respectively, if the Over-Allotment Option is exercised in full), after giving effect to the Buyback.

The following table sets out information with respect to the ownership of Shares by the Selling Shareholder as of the date hereof, as adjusted to reflect the completion of the Offering assuming no exercise of the Over-Allotment Option and the completion of the Buyback.

Immediately prior to Closing
Name of Selling Shareholder Number of Subordinate Voting Shares Number of Multiple Voting Shares Total Number of Shares % of Shares^{(2)} % of Voting Power Number of Subordinate Voting Shares sold under the Offering
4370368 Canada Inc.^{(1)} 4,000,000 88,615,622 92,615,622 84.4% 98.1% 2,700,000
Immediately following Closing^{(3)}
--- --- --- --- --- ---
Name of Selling Shareholder Number of Subordinate Voting Shares Number of Multiple Voting Shares Total Number of Shares % of Shares^{(2)} % of Voting Power
4370368 Canada Inc.^{(1)} 750,000^{(4)} 88,615,622 89,365,622 81.9 97.8

Notes

(1) The Selling Shareholder is owned or controlled indirectly by Mr. Andrew Lutfy.
(2) On a fully-diluted basis, assuming the exercise in full of outstanding options, 4370368 Canada Inc. has 81.3% of Shares immediately prior to Closing and 78.9% of Shares immediately following Closing.
(3) All of the Shares held by the Selling Shareholder upon Closing will be subject to a contractual lock-up agreement with the Underwriters. See "Plan of Distribution – Lock-Up Agreement".
(4) After giving effect to the Buyback.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Our authorized share capital consists of: (i) an unlimited number of Subordinate Voting Shares, (ii) an unlimited number of Multiple Voting Shares, and (iii) an unlimited number of preferred shares, issuable in series. As at April 17, 2026, there were 109,729,765 Shares issued and outstanding (comprised of 88,615,622 Multiple Voting Shares and 21,114,143 Subordinate Voting Shares) on a non-diluted basis (on a fully-diluted basis, assuming exercise in full of outstanding options, there were 114,473,106 Shares issued and outstanding (comprised of 88,615,622 Multiple Voting Shares and 25,857,484 Subordinate Voting Shares)).

Upon completion of the Offering, there will be 109,179,765 Shares issued and outstanding (comprised of 88,615,622 Multiple Voting Shares and 20,564,143 Subordinate Voting Shares) on a non-diluted basis (on a fully-diluted basis, assuming the exercise in full of outstanding options, there will be 113,923,106 Shares issued and outstanding (comprised of 88,615,622 Multiple Voting Shares and 25,307,484 Subordinate Voting Shares)). No preferred shares are issued and outstanding.


See "Description of Securities Being Distributed – Subordinate Voting Shares" in the Shelf Prospectus.

USE OF PROCEEDS

Groupe Dynamite will not receive any proceeds from the sale of the Offered Shares by the Selling Shareholder. The aggregate net proceeds of the Offering to the Selling Shareholder will be approximately $241,056,000 ($277,214,400, assuming the exercise of the Over-Allotment Option in full), after deducting the Underwriters' Fee. The Company will pay for the expenses of the Offering, which are estimated to be approximately $1 million.

CONSOLIDATED CAPITALIZATION

Except as described in this Prospectus Supplement and in the documents incorporated by reference in this Prospectus Supplement and the Shelf Prospectus, there have been no material changes in Groupe Dynamite's share and loan capital since the date of the Annual MD&A. See "Recent Developments".

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Selling Shareholder has agreed to sell, and the Underwriters have agreed to purchase from the Selling Shareholder, on the Closing Date, an aggregate of 2,700,000 Offered Shares at a price of $93.00 per Offered Share, for aggregate gross proceeds of $251,100,000. The proceeds of the Offering, net of the Underwriters' Fee, will be payable in cash to the Selling Shareholder against delivery of the Offered Shares purchased on the Closing Date or such other date as may be agreed among the Company, the Selling Shareholder and the Underwriters, subject to the termination rights described below and compliance with all necessary legal requirements and terms and conditions of the Underwriting Agreement. For the purposes of this paragraph, Offered Shares does not include Over-Allotment Shares.

Pursuant to the Underwriting Agreement, the Selling Shareholder has also granted to the Underwriters the Over-Allotment Option to offer for sale up to 405,000 Over-Allotment Shares (representing up to 15% of the Offered Shares sold by the Selling Shareholder pursuant to the Offering), at the Offering Price, on the same terms and conditions as the Offering, exercisable in whole or in part, at the sole discretion of the Underwriters, at any time until the date that is 30 days following the Closing Date, to cover over-allotments, if any, and for market stabilization purposes. This Prospectus Supplement also qualifies the grant of the Over-Allotment Option to the Underwriters and the distribution of the Over-Allotment Shares. A purchaser who acquires Subordinate Voting Shares forming part of the Underwriters' over-allocation position acquires those shares under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

If the Over-Allotment Option is not exercised, the total "Price to the Public", "Underwriters' Fee" and "Net Proceeds to the Selling Shareholder" will be $251,100,000, $10,044,000 and $241,056,000, respectively. If the Over-Allotment Option is exercised in full, the total "Price to the Public", "Underwriters' Fee" and "Net Proceeds to the Selling Shareholder" will be $288,765,000, $11,550,600 and $277,214,400, respectively. The Company will pay for the expenses of the Offering, which are estimated to be approximately $1 million.

In consideration for their services rendered in connection with the Offering, the Selling Shareholder has agreed to pay to the Underwriters the Underwriters' Fee, which is equal to $3.72 per Offered Share (representing 4.0% of the aggregate purchase price paid by them for the Offered Shares).

The Offering Price of $93.00 per Offered Share was determined by arm's length negotiation between the Selling Shareholder and the Joint Active Bookrunners, on behalf of the Underwriters, and the Underwriters propose to offer the Offered Shares initially at the Offering Price specified herein. Pursuant to applicable securities laws, after the Underwriters have made reasonable efforts to sell all of the Offered Shares at the price specified, the Offering Price may be decreased and may be further changed from time to time to an amount not greater than the Offering Price specified herein, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Shares is less than the price paid by the Underwriters to the Selling Shareholder. Any such reduction will not affect the net proceeds received by the Selling Shareholder. The Underwriters may form a selling group including other qualified dealers and determine the fee payable to the members of such group, which fee will be paid by the Underwriters out of their fees. The obligation to pay the sub-underwriting fee is an obligation of the Underwriters and neither we nor the Selling Shareholder are responsible for ensuring that any dealer receives this payment from the Underwriters.


The obligations of the Underwriters under the Underwriting Agreement are joint and not solidary (the equivalent of several and not joint, nor joint and several). Each Underwriter may terminate its obligations under the Underwriting Agreement at its discretion upon the occurrence of certain stated events, including "regulatory and litigation out", "disaster out", "material adverse change out" and "breach of agreement out". If an Underwriter fails to purchase the Offered Shares that it has agreed to purchase and the number of such Offered Shares is not more than 10% of the aggregate number of Offered Shares, the other Underwriters are obligated to purchase such Offered Shares. If an Underwriter fails to purchase the Offered Shares which it has agreed to purchase and the number of such Offered Shares is at least 10% of the aggregate number of Offered Shares, the other Underwriters may, but are not obligated to, purchase the Offered Shares. The Underwriters are, however, obligated to take up and pay for all of the Offered Shares if any of the Offered Shares are purchased under the Underwriting Agreement, Offered Shares not including the Over-Allotment Shares for the purposes of this sentence.

The Company has agreed to indemnify the Underwriters, and certain persons related to them, against certain liabilities, including liabilities under applicable securities legislation in Canada in certain circumstances, or to contribute to payments that the Underwriters or those related persons may be required to make because of such liabilities.

Groupe Dynamite has agreed with the Underwriters that it will not, for a period commencing on the Closing Date and ending 90 days after the Closing Date, directly or indirectly, without the prior written consent of the Lead Underwriter (following consultation by the Lead Underwriter with the other Joint Active Bookrunners), on behalf of all of the Underwriters, such consent not to be unreasonably withheld, conditioned or delayed, issue any Subordinate Voting Shares or securities or other financial instruments convertible into or having the right to acquire Subordinate Voting Shares or enter into any agreement or arrangement under which the Company shall acquire or transfer to another, in whole or in part, any of the economic consequences of ownership of Subordinate Voting Shares, whether that agreement or arrangement may be settled by the delivery of Subordinate Voting Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, other than: (a) the grant or exercise of stock options and other similar issuances of securities pursuant to the share incentive plans of the Company, employee share purchase plan and other share compensation arrangements; (b) the conversion of any convertible securities of the Company outstanding on the date hereof; (c) the issuance of securities of the Company in connection with joint ventures, commercial relationships, debt financings, charitable contributions, reorganizations or other strategic transactions; and (d) as may be required pursuant to the articles of the Company or for transactions related to the Offering.

The Offering is being made in each of the provinces and territories of Canada. The Underwriters may also offer and sell the Offered Shares in jurisdictions outside of Canada in accordance with applicable securities laws as agreed by the Company and the Underwriters.

Subscriptions for the Offered Shares will be received subject to rejection or allotment, in whole or in part, by the Underwriters and the Underwriters reserve the right to close the subscription books at any time without notice. It is expected that the Closing will occur on or about April 27, 2026 or such other date as may be agreed between the Company, the Selling Shareholder and the Underwriters, but in any event not later than June 3, 2026.

Price Stabilization, Short Positions and Passive Market Making

In connection with the Offering, the Underwriters may, subject to applicable law, over-allocate or effect transactions which stabilize or maintain the market price of the Offered Shares at levels other than those which otherwise might prevail on the open market, including: stabilizing transactions, short sales, purchases to cover positions created by short sales, imposition of penalty bids and syndicate covering transactions.

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or slowing a decline in the market price of the Offered Shares while the Offering is in progress. These transactions may also include over-allocating or making short sales of the Offered Shares, which involves the sale by the Underwriters of a greater number of Offered Shares than they are required to purchase in the Offering. Short sales may be "covered short sales", which are short positions in an amount not greater than the Over-Allotment Option, or may be "naked short sales", which are short positions in excess of that amount.

The Underwriters may close out any covered short position either by exercising the Over-Allotment Option, in whole or in part, or by purchasing Subordinate Voting Shares in the open market. In making this determination, the Underwriters will consider, among other things, the price of Subordinate Voting Shares available for purchase in the

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open market compared with the price at which they may purchase Subordinate Voting Shares from the Selling Shareholder through the Over-Allotment Option.

The Underwriters must close out any naked short position by purchasing Subordinate Voting Shares in the open market. A naked short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the Subordinate Voting Shares in the open market. Any naked short positions at Closing that are part of the Offering will form part of the Underwriters' over-allocation position.

In addition, in accordance with the Universal Market Integrity Rules for Canadian Marketplaces ("UMIR"), the Underwriters may not, at any time during the period of distribution, bid for or purchase Subordinate Voting Shares. The foregoing restriction is, however, subject to exceptions including a bid or purchase under the provisions of the UMIR relating to market stabilization and market balancing activities and a bid or purchase made on behalf of a customer where the order was not solicited.

As a result of these activities, the price of the Subordinate Voting Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on any stock exchange on which the Subordinate Voting Shares are listed, in the over-the-counter market, or otherwise.

Settlement

No certificates representing the Offered Shares to be sold in the Offering will be issued to purchasers under this Prospectus. Registration will be made in the depository service of CDS, or to its nominee, and Offered Shares will be electronically deposited with CDS on the Closing Date. Each purchaser of Offered Shares will receive only a customer confirmation of purchase from the participants in the CDS depository service ("CDS Participants") from or through which such Offered Shares are purchased, in accordance with the practices and procedures of such CDS Participant. Transfers of ownership of Offered Shares in Canada will be effected through records maintained by the CDS Participants, which include investment dealers, banks and trust companies. Indirect access to the CDS book entry system is also available to other institutions that maintain custodial relationships with a CDS Participant, either directly or indirectly.

Lock-up Agreement

The Selling Shareholder has agreed not to, directly or indirectly, without the prior written consent of the Lead Underwriter (following consultation by the Lead Underwriter with the other Joint Active Bookrunners), on behalf of the Underwriters, such consent not to be unreasonably withheld, conditioned or delayed: (a) issue, offer or sell or grant any option, warrant, or other right to purchase or agree to issue or sell (including, without limitation, any short sale, put option or call option), or otherwise lend, transfer, assign or dispose of any of our equity securities, or other securities convertible or exchangeable into or otherwise exercisable into our equity securities; (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our equity securities; (c) publicly announce any intention to do any of the foregoing; or (d) act jointly or in concert with any third party with respect to such matters, for a period commencing on the Closing Date and ending 90 days after the Closing Date, subject to customary exceptions, including in connection with the sale of our securities pursuant to the Offering, for transfers related to estate planning (in the case of individuals) or transfers to affiliates and securityholders (in the case of entities), provided in each case that the transferee agrees to be bound by the lock-up agreement.

Relationship Between Us and Certain of the Underwriters

Each of the Lead Underwriter, Desjardins, National, RBC, TD and Scotia is, directly or indirectly, a subsidiary or an affiliate of financial institutions that are members of a syndicate of lenders that have made credit facilities available to us under the existing credit agreement originally dated as of November 20, 2024 (as amended from time to time, the "Credit Agreement"). Consequently, although we are not offering Offered Shares pursuant to the Offering, we may be considered a "connected issuer" to each such Underwriter within the meaning of National Instrument 33-105 - Underwriting Conflicts (in Québec, Regulation 33-105 respecting Underwriting Conflicts) for the purposes of applicable Canadian securities legislation.

The terms of the Offering, including the Offering Price, were determined by negotiation between the Joint Active Bookrunners, on behalf of each of the other Underwriters and the Selling Shareholder. None of the financial institutions with which any of the Underwriters are affiliates was involved in the determination of the terms of the

9


Offering. As a consequence of the Offering, each of such Underwriters will receive its proportionate share of the Underwriters' Fee.

Selling Restrictions

The Offered Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Each Underwriter has agreed that it will not offer or sell the Offered Shares within the United States, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Underwriting Agreement provides that the Underwriters may re-offer and re-sell the Offered Shares that they have acquired pursuant to the Underwriting Agreement in the United States to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) in accordance with Rule 144A under the U.S. Securities Act and exemptions from registration under applicable state securities laws.

In addition, until 40 days after the commencement of the Offering, an offer or sale of the Offered Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from registration under the U.S. Securities Act.

ELIGIBILITY FOR INVESTMENT

In the opinion of Davies Ward Phillips & Vineberg LLP, counsel to Groupe Dynamite, and Osler, Hoskin & Harcourt LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada) (the "Tax Act") and the regulations thereunder and all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of the Offering, provided that on the Closing Date the Offered Shares are listed on a "designated stock exchange", as defined in the Tax Act (which currently includes the TSX), the Offered Shares, if issued on the date hereof, will be "qualified investments" under the Tax Act for a trust governed by a "registered retirement savings plan", "registered retirement income fund", "registered education savings plan", "registered disability savings plan", "tax-free savings account", "first home savings account" (collectively, "Registered Plans"), or a "deferred profit sharing plan", each as defined in the Tax Act.

Notwithstanding that the Offered Shares may be a qualified investment for a trust governed by a Registered Plan, the annuitant under, or subscriber or holder of, the Registered Plan, as the case may be, will be subject to a penalty tax in respect of the Offered Shares held in the applicable Registered Plan if such Offered Shares are a "prohibited investment" within the meaning of the Tax Act. The Offered Shares will generally not be a "prohibited investment", provided that the annuitant under, or the subscriber or holder of, the Registered Plan, as the case may be, (a) deals at arm's length with the Company for purposes of the Tax Act, and (b) does not have a "significant interest" in the Company, within the meaning of the "prohibited investment" rules in the Tax Act. In addition, the Offered Shares will generally not be a "prohibited investment" for a trust governed by a Registered Plan if they are "excluded property" within the meaning of the Tax Act.

Prospective investors who intend to hold Offered Shares in a Registered Plan should consult their own tax advisors as to whether the Offered Shares would constitute a "prohibited investment" in their particular circumstances.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Davies Ward Phillips & Vineberg LLP, counsel to the Company, and Osler, Hoskin & Harcourt LLP, counsel to the Underwriters, the following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a prospective investor who acquires Offered Shares pursuant to the Offering, as set out in this Prospectus, and who, at all relevant times and for purposes of the Tax Act, (a) deals at arm's length with the Company, the Selling Shareholder and the Underwriters, (b) is not affiliated with the Company, the Selling Shareholder or the Underwriters, (c) acquires and holds, as beneficial owner, such Offered Shares as capital property, and (d) has not entered into, and will not enter into, with respect to the Offered Shares, a "synthetic disposition arrangement" or a "derivative forward agreement" (each, a "Holder"), all within the meaning of the Tax Act. The Offered Shares will generally be considered to be capital property to a Holder unless the Holder holds or uses the Offered Shares or is deemed to hold or use the Offered Shares in the course of carrying on a business of trading or dealing in securities or has acquired them or is deemed to have acquired them in a transaction or transactions considered to be an adventure or concern in the nature of trade.

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This summary is based upon the current provisions of the Tax Act and the regulations thereunder in force as of the date hereof, the current provisions of the Canada-United States Income Tax Convention (the "Canada – U.S. Treaty"), and counsel's understanding of the current administrative policies and practices of the Canada Revenue Agency (the "CRA") published in writing by the CRA prior to the date hereof. On January 29, 2026, the Department of Finance (Canada) released for consultation proposed amendments to the Tax Act (the "Hybrid Mismatch Proposals") that would, if enacted, amend certain "hybrid mismatch" provisions of the Tax Act and introduce other consequential amendments. This summary does not take into account the Hybrid Mismatch Proposals, but otherwise takes into account all specific proposals to amend the Tax Act and the regulations thereunder that have been published in writing by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments"). This summary assumes that the Proposed Amendments will be enacted in the form proposed; however, no assurance can be given that the Proposed Amendments will be enacted as proposed or at all, or that the legislative, judicial or administrative changes will not modify or change the statements expressed herein. In addition, this summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account any changes in law, whether by way of legislative, judicial or governmental decision or action, or change in administrative policies or assessing practices of the CRA, nor does it take into account other federal or any provincial, territorial or foreign tax considerations, which may differ from those discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed as, legal or tax advice to any Holder, and no representations with respect to the income tax consequences to any Holder of Offered Shares are made. Consequently, Holders should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring (pursuant to this Offering), holding and disposing of Offered Shares, having regard to their particular circumstances.

Holders Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times for purposes of the Tax Act is, or is deemed to be, resident in Canada (each, a "Resident Holder"). Certain Resident Holders whose Offered Shares might not otherwise qualify as capital property may, in certain circumstances, be entitled to make an irrevocable election pursuant to subsection 39(4) of the Tax Act to have their Offered Shares, and every other "Canadian security" (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property of the Resident Holder. Resident Holders should consult their own tax advisors for advice as to whether such an election is available and desirable in their particular circumstances.

This portion of the summary does not apply to a Resident Holder: (a) that is a "financial institution" for the purposes of the mark-to-market rules in the Tax Act; (b) that is a "specified financial institution" as defined in the Tax Act; (c) an interest in which is or would be a "tax shelter investment" as defined in the Tax Act; (d) that has elected to report its "Canadian tax results", as defined in the Tax Act, in a currency other than Canadian currency; (e) that is exempt from tax under the Tax Act; (f) that is a partnership, or (g) that receives dividends on Offered Shares under or as part of a "dividend rental arrangement", as defined in the Tax Act. Any such Resident Holder should consult their own tax advisors with respect to the consequences of acquiring Offered Shares.

Additional considerations, not discussed herein, may apply to a Resident Holder that is a corporation resident in Canada and is, or becomes, or does not deal at arm's length for purposes of the Tax Act with a corporation resident in Canada (the "other Canadian corporation") that is or becomes, as part of a transaction or event or series of transactions or events that include the acquisition of the Offered Shares, controlled by a non-resident person or a group of persons comprised of any combination of non-resident corporations, non-resident individuals or non-resident trusts that do not deal at arm's length with each other for purposes of the "foreign affiliate dumping" rules in section 212.3 of the Tax Act and in respect of which a subsidiary of the Company is, or would at any time be, a "foreign affiliate", as defined in the Tax Act, of the corporation or the other Canadian corporation. Any such Resident Holder should consult their own tax advisors with respect to the consequences of acquiring Offered Shares.

This summary does not address the deductibility of interest by a Resident Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of Offered Shares.

Dividends

Dividends received or deemed to be received on the Offered Shares by a Resident Holder in a taxation year will be included in computing such Resident Holder's income for that taxation year.

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In the case of a Resident Holder who is an individual (including certain trusts), dividends (including deemed dividends) received on the Offered Shares will be included in computing the individual's income for tax purposes and will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received by an individual from "taxable Canadian corporations" (as defined in the Tax Act), including the enhanced gross-up and dividend tax credit in respect of any taxable dividends duly designated by the Company as "eligible dividends" (as defined in the Tax Act). A dividend is designated as an "eligible dividend" if the recipient receives written notice (which may include a notice published on the website) from the Company designating the dividend as an "eligible dividend". There may be limitations on the Company's ability to designate dividends as "eligible dividends". Resident Holders who are individuals (including certain trusts) should consult their own advisors in this regard.

Resident Holders who are individuals should also note the comments below under the heading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Alternative Minimum Tax".

In the case of a Resident Holder that is a corporation, dividends (including deemed dividends) received on the Offered Shares will be included in the Resident Holder's income and will generally be deductible in computing such Resident Holder's taxable income, with the result that no tax will be payable by it under Part I of the Tax Act in respect of such dividends. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received (or deemed to be received) by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors in this regard.

A Resident Holder that is a "private corporation" or a "subject corporation" (as such terms are defined in the Tax Act) may be liable to pay an additional tax pursuant to Part IV of the Tax Act, that is refundable in certain circumstances, on dividends received (or deemed to be received) on the Offered Shares to the extent that such dividends are deductible in computing the Resident Holder's taxable income for the year. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a "Canadian-controlled private corporation" (as defined in the Tax Act) throughout a taxation year or that is or is deemed to be a "substantive CCPC" (as defined in the Tax Act) at any time in the taxation year should also note the comments below under the heading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Additional Refundable Tax for Canadian-controlled Private Corporations and Substantive CCPCs".

Disposition of Offered Shares

A disposition, or deemed disposition, of an Offered Share by a Resident Holder (other than to the Company, unless purchased by the Company in the open market in the manner in which shares are normally purchased by any member of the public in the open market) will generally result in the Resident Holder realizing a capital gain (or capital loss) equal to the amount by which the proceeds of disposition in respect of the Offered Share are greater (or less) than the aggregate of the adjusted cost base to the Resident Holder of such Offered Share immediately before the disposition, or deemed disposition, and any reasonable costs of disposition. The adjusted cost base to a Resident Holder of an Offered Share is determined in accordance with the Tax Act by averaging the cost of that Offered Share with the adjusted cost base (determined immediately before the acquisition of the Offered Share) of all other shares of the same class that are held as capital property at that time by the Resident Holder, if any. The tax treatment of capital gains and capital losses is described below under the heading "Taxation of Capital Gains and Capital Losses".

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a "taxable capital gain") realized by a Resident Holder in a taxation year must be included in computing the Resident Holder's income for the taxation year in which the disposition occurs, and one-half of any capital loss (an "allowable capital loss") realized by a Resident Holder in a taxation year must be deducted from any taxable capital gains realized by the Resident Holder in the taxation year in which the disposition occurs. Allowable capital losses for a taxation year in excess of taxable capital gains for the taxation year in which the disposition occurs generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such year, to the extent and under the circumstances set out in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of an Offered Share may, in certain circumstances, be reduced by the amount of certain dividends received (or deemed to have been received) by the Resident Holder on such Offered Share (or on a share for which such Offered Share has been substituted), to the extent and under the circumstances set out in the Tax Act. Analogous rules may apply where a

12


corporation is a member of a partnership, or a beneficiary of a trust, that owns Offered Shares. Resident Holders to whom these rules may apply should consult their own tax advisors in this regard.

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout a taxation year or that is or is deemed to be a “substantive CCPC” (as defined in the Tax Act) at any time in the taxation year should also note the comments below under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Additional Refundable Tax for Canadian-controlled Private Corporations and Substantive CCPCs.”

Resident Holders who are individuals should also note the comments below under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Alternative Minimum Tax”.

Additional Refundable Tax for Canadian-controlled Private Corporations and Substantive CCPCs

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout a taxation year or that is or is deemed to be a “substantive CCPC” (as defined in the Tax Act) at any time in the taxation year may be liable to pay an additional tax (a portion of which may be refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act) for the year, which is defined to include certain investment income, including net taxable capital gains and taxable dividends that are not deductible in computing taxable income. Resident Holders that are “Canadian-controlled private corporations” throughout a taxation year or “substantive CCPCs” at any time in the taxation year should consult their own tax advisors with respect to the potential application of this refundable tax.

Alternative Minimum Tax

Capital gains realized and dividends received (or deemed to be received) by a Resident Holder who is an individual (including certain trusts) may be relevant for purposes of calculating liability for alternative minimum tax under the Tax Act. Resident Holders who are individuals (including certain trusts) should consult their own tax advisors in this regard.

Holders Not Resident in Canada

The following portion of this summary is generally applicable to a Holder who at all relevant times, for purposes of the Tax Act and any applicable income tax treaty, (a) is not resident in Canada and is not deemed to be resident in Canada, and (b) does not use or hold and is not deemed to use or hold the Offered Shares in, or in the course of carrying on, a business in Canada (a “Non-Resident Holder”).

Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere or is an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Holders should consult their own tax advisors with respect to the consequences of acquiring Offered Shares.

Dividends

A Non-Resident Holder will be subject to Canadian withholding tax on the amount of any dividends paid or credited or deemed to be paid or credited to it on any Offered Shares owned by it. Under the Tax Act, the rate of withholding is 25% of the gross amount of the dividend. The withholding rate may be reduced pursuant to the provisions of an applicable income tax treaty or convention. Under the Canada – U.S. Treaty, the withholding rate on any such dividend beneficially owned by a Non-Resident Holder that is a resident of the United States for purposes of the Canada – U.S. Treaty and fully entitled to the benefits of such treaty is generally reduced to 15%. In addition, under the Canada – U.S. Treaty, dividends may be exempt from Canadian withholding tax if paid to certain Non-Resident Holders that are qualifying religious, scientific, literary, educational or charitable tax-exempt organizations, or are qualifying trusts, companies, organizations or other arrangements operated exclusively to administer or provide pension, retirement or employee benefits which are exempt from tax in the U.S., and that have complied with specific administrative procedures. Non-Resident Holders are urged to consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty or convention.

Dispositions of Offered Shares

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized by such Non-Resident Holder on the disposition or deemed disposition of an Offered Share, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Offered Share constitutes (or is deemed to constitute) “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder for purposes of the Tax Act at

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the time of disposition, and the gain is not exempt from tax pursuant to the terms of an applicable income tax treaty or convention.

Provided the Offered Shares are listed on a "designated stock exchange", as defined in the Tax Act (which currently includes the TSX), at the time of disposition, the Offered Shares generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met concurrently: (a) the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm's length for the purposes of the Tax Act, partnerships in which the Non-Resident Holder or any such non-arm's length person holds a membership interest (either directly or indirectly through one or more partnerships), or the Non-Resident Holder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the Company, and (b) more than 50% of the fair market value of the shares of the Company was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, Canadian resource properties (as defined in the Tax Act), timber resource properties (as defined in the Tax Act) or an option in respect of, or an interest in, or for civil law a right in, any of such property, whether or not such property exists. Notwithstanding the foregoing, an Offered Share may be deemed to be "taxable Canadian property" in certain other circumstances. Non-Resident Holders should consult their own tax advisors as to whether their Offered Shares constitute "taxable Canadian property".

If the Offered Shares are or are deemed to be "taxable Canadian property" of a Non-Resident Holder and such Non-Resident Holder is not exempt from tax under the Tax Act in respect of any capital gain realized on the disposition of such Offered Shares pursuant to an applicable income tax treaty or convention, the tax consequences as described above under the heading "Certain Canadian Federal Income Tax Considerations – Holders Resident of Canada – Taxation of Capital Gains and Capital Losses" will generally apply. A Non-Resident Holder contemplating a disposition of Offered Shares that may constitute taxable Canadian property should consult a tax advisor prior to such disposition regarding the tax and compliance considerations that may be relevant.

PRIOR SALES

The following table summarizes the Company's issuances of Subordinate Voting Shares or securities convertible into, or exchangeable for, Subordinate Voting Shares in the 12-month period prior to the date thereof:

Date of Issuance Nature of Issuance Number of Securities Issued Price per Security ($)
April 25, 2025 Issuance of Restricted Share Units^{(1)} 246,559 13.75
April 25, 2025 Issuance of Stock Options 737,691 13.75
June 26, 2025 Issuance of Restricted Share Units^{(1)} 16,571 24.26
June 26, 2025 Issuance of Deferred Share Units^{(1)} 8,152 24.26
June 26, 2025 Issuance of Stock Options 2,897 24.26
September 19, 2025 Issuance of Deferred Share Units^{(1)} 3,285 56.38
September 19, 2025 Issuance of Restricted Share Units^{(1)} 26,398 56.38
December 18, 2025 Issuance of Deferred Share Units^{(1)} 2,367 81.39
December 18, 2025 Issuance of Restricted Share Units^{(1)} 4,088 81.39
December 18, 2025 Issuance of Stock Options 1,486 81.39
January 22, 2026 Conversion of Multiple Voting Shares into Subordinate Voting Shares^{(2)} 4,000,000 n/a
January 22, 2026 Issuance of Multiple Voting Shares^{(3)} 88,615,622 n/a
January 22, 2026 Issuance of Subordinate Voting Shares^{(3)} 4,000,000 n/a
April 16, 2026 Issuance of Deferred Share Units^{(1)} 2,137 90.06
April 16, 2026 Issuance of Restricted Share Units^{(1)} 47,239 90.06
April 16, 2026 Issuance of Stock Options 126,363 90.06

Notes

(1) Pursuant to the Omnibus Equity Incentive Plan of Groupe Dynamite, Restricted Share Units and Deferred Share Units may be settled in cash or Subordinate Voting Shares issued from treasury or purchased from the secondary market, in the sole discretion of the Company.


(2) In connection with an internal corporate reorganization (the "Reorganization"), 4,000,000 Multiple Voting Shares owned by the Selling Shareholder were converted into that same number of Subordinate Voting Shares.

(3) In connection with the Reorganization, the Selling Shareholder implemented a "tuck-under", whereby all of the issued and outstanding shares of a new wholly-owned subsidiary ("NewCo") were assigned and transferred to the Company on a tax-deferred (rollover) basis, in consideration of which 88,615,622 Multiple Voting Shares and 4,000,000 Subordinate Voting Shares were issued to the Selling Shareholder. As a last step of the Reorganization, on February 1, 2026, the Company effected a short-form vertical amalgamation with NewCo pursuant to which the 88,615,622 Multiple Voting Shares and 4,000,000 Subordinate Voting Shares then owned by NewCo were cancelled, with Groupe Dynamite as the continuing entity, and with no changes to its authorized or issued share capital. The aggregate number of Shares held by the Selling Shareholder or its affiliates and the aggregate number of issued and outstanding Shares remained unchanged from immediately prior to the Reorganization.

TRADING PRICE AND VOLUME

The following table sets forth, for the periods indicated, the reported high and low daily trading prices and the aggregate volume of trading of the Subordinate Voting Shares on the TSX for the 12-month period prior to the date hereof:

HIGH LOW VOLUME
(C$) (C$) (#)
April 2025 14.67 10.35 2,786,163
May 2025 16.77 13.12 1,223,049
June 2025 27.25 15.62 2,268,967
July 2025 34.31 25.63 2,801,736
August 2025 40.50 33.23 4,102,559
September 2025 61.50 34.90 4,803,941
October 2025 76.53 58.51 4,526,561
November 2025 75.71 59.97 2,439,548
December 2025 92.89 72.05 3,862,955
Janvier 2026 86.75 68.18 3,735,774
February 2026 97.32 70.22 3,194,589
March 2026 91.22 62.68 4,579,607
April 2026 (to April 21) 98.88 71.88 5,165,437

On April 21, 2026, the last full trading day prior to the filing of this Prospectus Supplement, the closing price of the Subordinate Voting Shares on the TSX was $86.47.

RISK FACTORS

An investment in Offered Shares involves risk. In addition to the risks set forth below and the other information contained in this Prospectus Supplement, you should consider carefully the risks and uncertainties described in the Shelf Prospectus and the documents incorporated by reference into herein and therein. Discussions of certain risks and uncertainties affecting our business are provided in the AIF and the Annual MD&A, each under the heading "Risk Factors". The risks and uncertainties set out below and incorporated by reference herein are not the only risks we face. Additional risks not presently known to us or that we currently consider immaterial may also materially and adversely affect us. If any event identified in these or any other risks were to actually occur, Groupe Dynamite's business, prospects, financial condition, results of operations or cash flows could be materially adversely affected.

Future sales, or the perception of future sales, by us or our shareholders in the public market could cause the market price for the Subordinate Voting Shares to decline.

Sales of a substantial number of the Subordinate Voting Shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of Subordinate Voting Shares or securities convertible into Subordinate Voting Shares intend to sell Subordinate Voting Shares, could reduce the market price of the Subordinate Voting Shares.


Following the consummation of the Offering, the Selling Shareholder will be subject to a lock-up period of either 90 days, provided under a lock-up agreement executed in connection with the Offering described in "Plan of Distribution." However, the Selling Shareholder will be able to sell additional Subordinate Voting Shares after the expiration of the lock-up period, as well as pursuant to customary exceptions thereto or upon the waiver of the lock-up agreement, subject to any restrictions imposed on sales by our affiliates under applicable securities laws.

There may be an insufficiently liquid trading market for the Subordinate Voting Shares in the future, which could prevent shareholders from selling their Subordinate Voting Shares without a significant reduction in the price of their Subordinate Voting Shares, or at all.

Shareholders of Groupe Dynamite may be unable to sell significant quantities of Subordinate Voting Shares into the public trading markets without a significant reduction in the price of their Subordinate Voting Shares, or at all. There can be no assurance that there will be sufficient liquidity of the Subordinate Voting Shares in the public trading markets, and that the Company will continue to meet the listing requirements of the TSX or achieve or maintain a listing on any other securities exchange or marketplace.

The Subordinate Voting Shares are equity interests and are subordinate to the Company's existing and future indebtedness.

The Subordinate Voting Shares are equity interests. This means the Subordinate Voting Shares will rank junior to all of the Company's indebtedness and to other non-equity claims on the Company and its assets available to satisfy claims on the Company, including claims in bankruptcy or similar proceedings. The Company's existing indebtedness restricts, and future indebtedness may restrict, payment of dividends on the Subordinate Voting Shares. Further, the Subordinate Voting Shares place no restrictions on the Company's business or operations or on its ability to incur indebtedness or engage in any transactions, subject only to the voting rights available to shareholders generally.

Investors in the Offering may lose their entire investment.

An investment in the Offered Shares is speculative and may result in the loss of an investor's entire investment. Only potential investors who are experienced in high-risk investments and who can afford to lose their entire investment should consider an investment in Groupe Dynamite.

Forward-looking statements may prove incorrect.

The forward-looking statements relating to, among other things, Groupe Dynamite's future results, performance, achievements, prospects or opportunities included or incorporated by reference in this Prospectus Supplement, are based on opinions, assumptions and estimates made by management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors that management believes are appropriate and reasonable in the circumstances. There can be no assurance that such estimates and assumptions will prove to be correct. Groupe Dynamite's actual future results may vary significantly from historical and estimated results, and those variations may be material. There is no representation by the Company that actual results achieved by it in the future will be the same, in whole or in part, as those included or incorporated by reference in this Prospectus Supplement. See "Forward-Looking Information".

ENFORCEMENT OF JUDGEMENTS AGAINST FOREIGN PERSONS

Certain of our directors, being Andy Janowski, Angelic Vendette and Hollie S. Castro, reside outside of Canada. These directors have appointed the Company, 5592 Ferrier Street, Town of Mount Royal, Québec H4P 1M2, Canada as their agent for service of process in Canada.

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

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LEGAL MATTERS

Certain legal matters in connection with the Offering will be passed upon on behalf of the Company and the Selling Shareholder by Davies Ward Phillips & Vineberg LLP and on behalf of the Underwriters by Osler, Hoskin & Harcourt LLP. As of the date of this Prospectus Supplement, the respective partners and associates of each of Davies Ward Phillips & Vineberg LLP and Osler, Hoskin & Harcourt LLP own beneficially, directly or indirectly, less than one percent (1%) of any issued and outstanding Subordinate Voting Shares of the Company.

PROMOTER

Mr. Andrew Lutfy may have been considered to be a promoter of the Company within the meaning of Canadian securities laws at the time of the Company's initial public offering. As of April 17, 2026, Mr. Andrew Lutfy owned or controlled, directly or indirectly, 88,615,622 Multiple Voting Shares and 4,000,000 Subordinate Voting Shares, for an aggregate of 92,615,622 Shares, representing all of the Multiple Voting Shares and approximately 98.10% of the voting rights attached to all of the issued and outstanding Shares.

Mr. Lutfy is not, and has not within the ten years before the date of this Prospectus Supplement been, a director, chief executive officer or chief financial officer of any person or company that (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant person or company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an "order"), that was issued while the promoter was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the promoter ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while the promoter was acting in the capacity as director, chief executive officer or chief financial officer.

Except as disclosed below, Mr. Lutfy is not, and has not within the ten years before the date of this Prospectus Supplement, (i) been a director or executive officer of any person or company that, while Mr. Lutfy was acting as a promoter, or within a year of ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his assets.

Following the lockdowns, shelter-in-place and other restrictions imposed by governmental authorities as a result of the COVID-19 pandemic, on September 8, 2020, the Company obtained an initial order (the "Order") from the Superior Court of Québec (the "Court") to seek protection from creditors under the Companies' Creditors Arrangement Act (Canada) (the "CCAA"). Under the terms of the Order, Deloitte Restructuring Inc. was appointed as the monitor. The CCAA process (the "CCAA Proceedings") allowed the Company to implement an operational and commercial restructuring plan to reposition the Company for long-term success. The CCAA Proceedings was recognized in the United States under Chapter 15 of the United States Bankruptcy Code by the United States Bankruptcy Court for the District of Delaware. On September 10, 2021, the Court accepted for filing the Company's Joint Plan of Compromise and Arrangement dated September 2, 2021 (as amended and restated on September 15, 2021, the "Plan") and on October 13, 2021, the Company implemented the Plan, at which time the Company successfully exited the CCAA Proceedings.

Mr. Lutfy has not been subject to (i) any penalties or sanctions imposed by a court relating to provincial and territorial securities legislation or by a provincial and territorial securities regulatory authority or has entered into a settlement agreement with a provincial and territorial securities regulatory authority, or (ii) any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor in making an investment decision.

AUDITORS, REGISTRAR AND TRANSFER AGENT

Our auditor is Deloitte LLP, whose office is located at La Tour Deloitte, 1190 Ave Des Canadiens-De-Montréal, Suite 500, Montréal, Québec H3B 0M7, Canada. Deloitte LLP is independent of the Company within the meaning of the Code of Ethics of the Ordre des comptables professionnels agréés du Québec.

The transfer agent and registrar for the Subordinate Voting Shares is Computershare Investor Services Inc. at its principal offices in the cities of Montréal, Québec, and Toronto, Ontario.


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PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after the later of (a) the date that the issuer (i) filed the Prospectus or any amendment on SEDAR+ and a receipt is issued and posted for the document or deemed to have been issued, and (ii) issued and filed a news release on SEDAR+ announcing that the document is accessible through SEDAR+, and (b) the date that the purchaser or subscriber has entered into an agreement to purchase the securities or a contract to purchase or a subscription for the securities. In several of the provinces and territories, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the Prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights or consult with a legal adviser.


C-1

CERTIFICATE OF THE UNDERWRITERS

Dated: April 22, 2026

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces and territories of Canada.

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GDI | DYNAMITE GARAGE