These materials are important and require your immediate attention. They require shareholders of Lorne Park Capital Partners Inc. to make important decisions. Please carefully read this management information circular, including its appendices as they contain detailed information related to, among other things, the proposed plan of arrangement that will be voted upon at the annual and special meeting. If you are in doubt as to how to deal with these materials or the matters that they describe, please contact your financial, legal, tax or other professional advisors. If you have any questions regarding the information contained in this circular or need assistance voting or completing your form of proxy or voting information form, please contact the investor relations department at (905) 337-2227 or by email at [email protected]. If you have any questions or require assistance in completing your letter of transmittal, please contact Lorne Park Capital Partners Inc.'s depositary, Odyssey Trust Company by phone at (587) 885-0960 or via email at [email protected]. This document does not constitute a solicitation to any person in any jurisdiction in which such solicitation is unlawful.

LORNE PARK

CAPITAL PARTNERS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 14, 2025
AND MANAGEMENT INFORMATION CIRCULAR TO CONSIDER, AMONG OTHER THINGS,
AN ARRANGEMENT

INVOLVING
LORNE PARK CAPITAL PARTNERS INC.
AND
1001252840 ONTARIO INC.
JULY 14, 2025

RECOMMENDATION TO SHAREHOLDERS

The board of directors (with interested directors abstaining from voting at the board meeting) of Lorne Park Capital Partners Inc. has, after careful consideration and a recommendation of a Special Committee composed of independent directors, unanimously determined that the Arrangement is in the best interests of Lorne Park Capital Partners Inc. and is fair and reasonable to the Shareholders of Lorne Park Capital Partners Inc. (other than the Rollover Shareholders), and recommends UNANIMOUSLY that Shareholders vote FOR the special resolution approving the Arrangement, as described herein, at the annual and special meeting of shareholders to be held on August 14, 2025.

JULY 14, 2025

Dear Shareholders:

You are invited to attend the annual and special meeting of holders (the "Shareholders") of common shares (the "Common Shares") in the capital of Lorne Park Capital Partners Inc. (the "Corporation") to be held on August 14, 2025 at 10:00 a.m. (Eastern time) (the "Meeting").

We will hold the Meeting at the offices of WeirFoulds LLP located at 4100 – 66 Wellington Street West, Toronto, Ontario, M5K 1B7.

At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to pass a special resolution approving a proposed arrangement (the "Arrangement") under the Business Corporations Act (Ontario) (the "OBCA") pursuant to which, among other things, 1001252840 Ontario Inc. (the "Purchaser"), an entity controlled by Sagard Private Equity Canada LP ("Sagard"), will acquire all of the issued and outstanding Common Shares for cash consideration equal to $2.23 per Common Share in cash, other than Common Shares held by members of senior management and certain advisors of the Corporation, all of whom have agreed to transfer a certain portion of their Common Shares (the "Rollover Shares") to the Purchaser in exchange for common shares in the capital of the Purchaser.

The Arrangement

On June 5, 2025, the Corporation entered into a definitive arrangement agreement (the "Arrangement Agreement") with the Purchaser, which includes, among other things, the terms and conditions of the Arrangement. The Arrangement will be implemented pursuant to a court-approved statutory plan of arrangement (the "Plan of Arrangement") in accordance with the OBCA. The provisions of the Arrangement Agreement and steps of the Arrangement to be implemented in the Plan of Arrangement are more particularly described in the accompanying notice and management information circular (together, the "Circular").

Under the terms of the Arrangement Agreement, each Shareholder, other than the Rollover Shareholders (as defined below) in respect of the Rollover Shares and any Shareholders who exercise rights of dissent, will receive from the Purchaser $2.23 in cash per Common Share (the "Consideration").

The Consideration offered under the Arrangement represents a premium of approximately 41.1% to the closing price of the Common Shares on the TSX Venture Exchange ("TSXV") on June 4, 2025, and a premium of approximately 52.1% to the 20-day volume-weighted average Common Share price on the TSXV for the period ending on June 4, 2025, such date being the last trading day prior to the date on which the parties entered into the Arrangement Agreement and announced the Arrangement. The Consideration implies an equity value for the Corporation of approximately $126.8 million.

Recommendation of the Board

Based on the unanimous recommendation of the committee (the "Special Committee") of independent directors formed by the board of directors of the Corporation (the "Board"), which Special Committee is comprised of Chris Dingle, Peter Patchet and David Brown, the Board UNANIMOUSLY determined (with interested directors abstaining from voting at the board meeting) that the Arrangement is in the best interests of the Corporation and is fair and reasonable to the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares). Therefore, the Board UNANIMOUSLY recommends that

the Shareholders vote FOR the special resolution approving the Arrangement (the "Arrangement Resolution").

The recommendation of the Board is based on factors and considerations set out in detail in the accompanying Circular, including the unanimous recommendation of the Special Committee. Among other factors and considerations:

(a) Consideration Represents a Significant Premium. The Consideration represents a premium of approximately 41.1% to the closing price of the Common Shares on the TSXV on June 4, 2025, and a premium of approximately 52.1% to the 20-day volume-weighted average Common Share price on the TSXV for the period ending on June 4, 2025, such date being the last trading day prior to the date on which the Parties entered into the Arrangement Agreement and announced the Arrangement.

(b) A Fairness Opinion was Obtained. KPMG provided an opinion to the effect that, as of June 4, 2025, and subject to the scope of the review, assumptions, qualifications and limitations set forth in their opinion, the Consideration to be received by the Shareholders (other than the Rollover Shareholders) pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders (other than the Rollover Shareholders). The complete text of the Fairness Opinion is attached as Appendix C to the accompanying Circular, respectively. Shareholders are urged to read the Fairness Opinion in its entirety. See "The Arrangement – Fairness Opinion".

(c) The Corporation can Respond to Superior Proposals. Notwithstanding the limitations contained in the Arrangement Agreement on the Corporation's ability to solicit interest from third parties, the terms and conditions of the Arrangement Agreement, including the amount of the Termination Fee payable by the Corporation under certain circumstances, do not preclude a third party from proposing or making a bona fide Superior Proposal, to which the Corporation may respond, discuss and negotiate with the party putting forward the Superior Proposal (subject to limitations set out in the Arrangement Agreement, including a right-to-match in favour of the Purchaser).

(d) The Terms of the Arrangement Agreement are Reasonable. The terms and conditions of the Arrangement Agreement, which were negotiated by members of the Special Committee and management of the Corporation, with the assistance of legal counsel, including the reasonableness of representations, warranties and covenants, the restrictions on the conduct of the Corporation's business until the completion of the Arrangement and the amount of the Termination Fee and Reverse Termination Fee, are fair to the Corporation and are the result of a robust arm's length negotiation process.

(e) Certainty of Value and Liquidity. The trading volume of the Common Shares has historically been relatively limited given the Corporation's market capitalization and public float, thereby making it difficult for Shareholders to realize meaningful liquidity through the public market on which the Common Shares trade. The all-cash Consideration provides the Shareholders (other than the Rollover Shareholders) with certainty of value and immediate liquidity for their Common Shares at a price that may not otherwise be available in the market in the absence of the Arrangement.

(f) Deal Certainty. The completion of the Arrangement is subject to a limited number of conditions, which in the view of the Special Committee, after receiving legal and financial advice, are reasonable in the circumstances and can reasonably be expected to be satisfied, and is not subject to any financing or due diligence condition. In addition, the Purchaser has secured the necessary funding commitments, including a commitment of equity by Sagard and of debt by Canadian Imperial Bank of Commerce (subject to the terms and conditions contained in such letters of commitment) to complete the

Arrangement and pay the aggregate Consideration to Shareholders (other than the Rollover Shareholders) for their Common Shares.

(g) The Arrangement has Significant Shareholder Support. In connection with the proposed Arrangement, certain Shareholders, as well as the directors and officers of the Corporation, which, in aggregate, own 73.0% of the Common Shares of the Corporation, have agreed to support the Arrangement and vote all of their Common Shares in favour of the Arrangement Resolution approving the Arrangement. Of those Shareholders, Messrs Sewell and Meehan, who together own 43.3% of the Common Shares of the Corporation, entered into irrevocable support and voting agreements (or "hard" lock up agreements) which do not permit them to accept any competing proposals to acquire the Common Shares.

(h) Management Group only Partnering with Sagard. Mr. Sewell indicated to the Special Committee that he was not prepared to pursue or support any transaction in which he would sell or otherwise dispose of any of their respective interest in the Corporation to a third party, and that the Management Group, which collectively own approximately 35.4% of the outstanding Common Shares, did not see themselves partnering with another party in connection with the Potential Transaction.

(i) Shareholders and the Court Must Approve the Arrangement. The Arrangement is subject to the following Shareholder and Court approvals, which provide additional protection to Shareholders:

(i) the Arrangement Resolution must be approved by both (the "Required Shareholders' Approval") (i) at least 66 2/3% of the votes cast by Shareholders present in person or represented by proxy at the Meeting (the "Special Resolution Vote"), and (ii) at least a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding the votes attached to Common Shares held by Rollover Shareholders and any other Shareholders whose votes are excluded for purposes of the minority vote required pursuant to MI 61-101 (the "Minority Approval Vote"); and

(ii) the Arrangement must also be approved by the Court, which will consider, among other things, the fairness and reasonableness of the Arrangement to Shareholders (other than the Rollover Shareholders).

(j) There are Dissent Rights. Registered Shareholders who dissent can, under certain circumstances, apply to the Court to have their Common Shares purchased at fair market value, as determined by the Court.

(k) Other Relevant Factors. In addition to the above-mentioned factors, the Special Committee also considered the following factors:

(ii) the Special Committee's assessment that the current and anticipated future opportunities and risks associated with the business, operations, financial performance and condition of the Corporation, should it continue as a listed company on the TSXV (the 'status quo' strategy), is less attractive than the Arrangement;

(iii) the extensive and rigorous canvassing of potential partner/sponsors for a going-private transaction undertaken by BMO as financial advisor to the Corporation;

(iv) the Special Committee’s assessment that the canvassing in (iii) above, together with the value of the Consideration payable, the expressed alignment of the Corporation’s growth goals with those of the Purchaser and other benefits of the Arrangement to the Corporation, are unlikely to produce a more favourable transaction than the Arrangement; and

(v) the Special Committee’s assessment, after consultation with its legal advisors, that all Required Regulatory Approvals are likely to be obtained on terms satisfactory to both the Corporation and the Purchaser within the timeframe set out in the Arrangement Agreement.

As part of the Arrangement, Robert Sewell, the President and Chief Executive Officer of the Corporation, along with other members of senior management of the Corporation (“Key Executives”) and certain advisors of the Corporation (together with the Key Executives, the “Rollover Shareholders”), have agreed to transfer their Rollover Shares to the Purchaser in exchange for common shares in the capital of the Purchaser. Such rollovers will occur at a value equal to the Consideration.

To become effective, the Arrangement Resolution must be approved by both (i) the Special Resolution Vote, and (ii) the Minority Approval Vote. As of the record date for the Meeting on July 14, 2025, the votes attached to all of the Common Shares beneficially owned or controlled or directed by the Rollover Shareholders and by the other Shareholders whose votes are excluded for purposes of the minority vote required pursuant to MI 61-101 represent approximately 72.9% of the issued and outstanding Common Shares.

The Rollover Shareholders and other directors and officers of the Corporation (the “Supporting Shareholders”) have also entered into support and voting agreements with the Purchaser pursuant to which they have agreed, subject to the terms thereof, to vote in favour of the Arrangement Resolution. Consequently, Shareholders holding (i) approximately 73% of the Common Shares eligible to vote in the Special Resolution Vote, and (ii) approximately 5.0% of the Common Shares eligible to vote in the Minority Approval Vote have, in each case, agreed to vote in favour of the Arrangement Resolution.

The Arrangement is also subject to the approval of the Superior Court of Justice (Commercial List) of the Province of Ontario (the “Court”), regulatory clearances and the satisfaction of other customary closing conditions.

If the required Shareholder and Court approvals are obtained and all other conditions to the Arrangement are satisfied, it is anticipated that the Arrangement will be completed in the third quarter of 2025.

Your vote is important. Whether or not you are able to attend the Meeting, we encourage you to vote promptly. If you are a registered Shareholder, please complete, sign, date and submit the enclosed form of proxy to our transfer agent and registrar, Computershare Trust Company of Canada, as soon as possible but not later than 10:00 a.m. (Eastern time) on August 12, 2025 or if the Meeting is adjourned or postponed, not later than 48 hours (excluding Saturday, Sundays and statutory holidays in the Province of Ontario) before the adjourned or postponed meeting is reconvened. If you are a non-registered or beneficial Shareholder holding Common Shares through a nominee, broker, investment dealer, bank, trust company or other intermediary (each, an “Intermediary”), you should follow the instructions provided by your Intermediary to ensure your vote is counted at the Meeting.

If you are a registered Shareholder, we also encourage you to complete, sign, date and return the enclosed letter of transmittal, which will help the Corporation to arrange for the prompt payment for your Common Shares if the Arrangement is completed.

The accompanying notice of the annual and special meeting of Shareholders and the Circular provides information about the Meeting and the Arrangement and include additional information to assist you in considering how to vote at the Meeting. You are urged to read this information carefully and, if you require assistance, to consult your own financial, legal, tax or other professional advisor.

In the Circular, you will find important information and detailed instructions about how to participate at the Meeting and vote on the business to be conducted at the Meeting.

If you have any questions about the information contained in the Circular or need assistance voting or completing your form of proxy or voting information form, please contact (905) 337-2227 or by email at [email protected]. If you have any questions or require assistance in completing your letter of transmittal, please contact the Corporation's depositary, Odyssey Trust Company by phone at (587) 885-0960 or via email at [email protected].

On behalf of the Board, we would like to take this opportunity to thank you for the support you have shown to the Corporation.

Yours very truly,

(s) Christopher Dingle

Christopher Dingle
Chair of the Board of Directors and
the Special Committee

LORNE PARK CAPITAL PARTNERS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

This notice (the "Notice") is hereby given that the annual and special meeting (the "Meeting") of holders (the "Shareholders") of common shares (the "Common Shares") in the capital of Lorne Park Capital Partners Inc. (the "Corporation") will be held on August 14, 2025 at 10:00 a.m. (Eastern time), at the offices of WeirFoulds LLP located at 4100 – 66 Wellington Street West, Toronto, Ontario, M5K 1B7, for the following purposes:

to receive and consider the Corporation's financial statements for the fiscal year ended December 31, 2024, together with the report of the auditors;
to elect six (6) directors of the Corporation for the ensuing year;
to appoint the auditors of the Corporation to hold office until the close of the next annual meeting of Shareholders and authorize the directors to fix their remuneration as such;
to approve the Corporation's stock option plan, reserving for grant options to acquire up to a maximum of 10% of the Common Shares of the Corporation calculated at the time of each stock option grant;
to consider, in accordance with an interim order of the Superior Court of Justice (Commercial List) of the Province of Ontario dated July 10, 2025 (the "Interim Order"), and, if deemed advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Appendix A of the accompanying management information circular (the "Circular"), to approve an arrangement (the "Arrangement") pursuant to section 182 of the Business Corporations Act (Ontario) (the "OBCA") involving the Corporation and the Purchaser, the whole as described in the Circular; and
to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Specific details of the matters to be put before the Meeting are set forth in the Circular.

The board of directors of the Corporation (the "Board") (with interested directors abstaining from voting at the board meeting) UNANIMOUSLY recommends that Shareholders vote FOR the Arrangement Resolution. It is a condition to the completion of the Arrangement that the Arrangement Resolution be approved at the Meeting.

The full text of the Plan of Arrangement implementing the Arrangement (the "Plan of Arrangement") is attached as Appendix B to the Circular. The Interim Order is attached as Appendix D to the Circular.

The Board has set the close of business on July 14, 2025 as the record date for determining the Shareholders who are entitled to receive notice of, and to vote at, the Meeting. Only persons shown on the register of Common Shares at the close of business on that date, or their proxy holders, will be entitled to vote on the Arrangement Resolution.

Whether or not they are able to attend the Meeting, Shareholders are urged to vote as soon as possible by following the instructions set out on the form of proxy or voting instruction form which accompanies this Notice. Votes must be received by Computershare Trust Company of Canada not later than 10:00 a.m. (Eastern time) on August 12, 2025 (or 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed). A non-registered Shareholder exercising voting rights through a nominee, broker, investment dealer, bank, trust company or other intermediary (each, an "Intermediary") should consult the voting instruction form from such Intermediary, as the Intermediary may have an earlier deadline.

If a Shareholder receives more than one form of proxy or voting instruction because such holder owns Common Shares registered in different names or addresses, each form of proxy and voting instruction form should be completed and returned.

It is the intention of the persons named in the enclosed form of proxy and voting instruction form, if not expressly directed to the contrary in such form of proxy or voting instruction form, to vote in favour of the Arrangement Resolution.

A proxyholder has discretion under the accompanying form of proxy and voting instruction form in respect of amendments or variations to matters identified in this Notice and with respect to other matters which may properly come before the Meeting, or any adjournment or postponement thereof. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice. Shareholders who are planning to return the accompanying form of proxy or voting instruction form are encouraged to review the Circular carefully before submitting the form of proxy and voting instruction form.

Pursuant to the Interim Order, only registered Shareholders have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Common Shares in accordance with the provisions of section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement. A registered Shareholder wishing to exercise rights of dissent with respect to the Arrangement must send to the Corporation a written objection to the Arrangement Resolution, which written objection must be received by the Corporation at 1295 Cornwall Rd., Unit A3, Oakville, Ontario L6J 7T5, Attention: Investors Relations Department, by email at [email protected] with a copy to WeirFoulds LLP, 4100 – 66 Wellington Street West, PO Box 35, TD Bank Tower, Toronto, Ontario M5K 1B7, Attention: Jay Tomar, by email at [email protected] by no later than 5:00 p.m. (Eastern time) on August 12, 2025 (or by 5:00 p.m. on the second business day immediately preceding the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the dissent procedures described in the Circular. This right to dissent is more particularly described in the Circular, and copies of the Plan of Arrangement, the Interim Order and the text of section 185 of the OBCA are set forth in Appendix B, Appendix D and Appendix F, respectively, of the Circular.

Failure to strictly comply with the requirements set forth in section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent. Persons who are beneficial owners of Common Shares registered in the name of an Intermediary who wish to dissent should be aware that only registered Shareholders are entitled to dissent. Accordingly, a beneficial owner of Common Shares desiring to exercise the right of dissent must make arrangements for the Common Shares beneficially owned by such holder to be registered in such holder's name prior to the record date of the Meeting or, alternatively, make arrangements for the registered holder to dissent on behalf of the beneficial holder. It is strongly recommended that any Shareholders wishing to dissent seek independent legal advice.

If you have any questions about the information contained in this Notice or the Circular, the matters to be dealt with at the Meeting, the procedures for voting or completing the form of proxy or voting information form, or you require assistance in completing your form of proxy or voting information form, please contact (905) 337-2227 or by email at [email protected]. If you have any questions or require assistance in completing your letter of transmittal, please contact the Corporation's depositary, Odyssey Trust Company by phone at (587) 885-0960 or via email at [email protected]

By order of the Board of Directors

(s) Christopher Dingle

Christopher Dingle
Chair of the Board of Directors and
the Special Committee

LORNE PARK CAPITAL PARTNERS INC. MANAGEMENT INFORMATION CIRCULAR

This management information circular is provided in relation to the solicitation of proxies by management of Lorne Park Capital Partners Inc. ("we", "us", "our", "Lorne Park" and the "Corporation") for use at the annual and special meeting of Shareholders of the Corporation to be held on August 14, 2025 at 10:00 a.m. (Eastern time) and at any adjournment or postponement thereof for the purposes set forth in the accompanying notice of the annual and special meeting. Unless otherwise indicated, the information provided in this Circular is provided as of July 14, 2025, and all currency amounts are shown in Canadian dollars.

All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth in the "Glossary of Terms".

CAUTIONARY STATEMENTS

We have not authorized any person to give any information or to make any representation in connection with the Arrangement or any other matters to be considered at the Meeting other than those contained in this Circular. If any such information or representation is given or made to you, you should not rely on it as having been authorized by the Corporation or as being accurate.

This Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

Shareholders should not construe the contents of this Circular as legal, tax or financial advice and are urged to consult with their own legal, tax, financial or other professional advisors.

All the information concerning the Purchaser, Sagard and the Rollover Shareholders contained in this Circular has been provided by the Purchaser, Sagard and the Rollover Shareholders, as applicable, for inclusion in this Circular. The Corporation has relied upon this information without having made independent inquiries as to the accuracy or completeness thereof. Although the Corporation has no knowledge that would indicate that any statements contained herein taken from or based upon such source are untrue or incomplete, the Corporation does not assume any responsibility for the accuracy or completeness of the information taken from or based upon such source or the Purchaser's, Sagard's or any Rollover Shareholder's failure to disclose events which have occurred or may affect the completeness or accuracy of such information but which are unknown to the Corporation.

All summaries of, and references to, each of the Plan of Arrangement, the Arrangement Agreement and the Support and Voting Agreements in this Circular are qualified in their entirety by the complete text thereof. The Plan of Arrangement is attached as Appendix B to this Circular and copies of the Arrangement Agreement and the Support and Voting Agreements are available under the Corporation's profile on SEDAR+ at www.sedarplus.ca. You are urged to read the full text of the Plan of Arrangement and the Arrangement Agreement carefully.

Neither the delivery of this Circular, completion of any of the transactions outlined in the Plan of Arrangement nor any distribution of the securities referred to in this Circular will, under any circumstances, create an implication that there has been no change in the information set forth herein since the date as of which such information is given in this Circular.

NO CANADIAN SECURITIES REGULATORY AUTHORITY NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

FORWARD-LOOKING INFORMATION AND STATEMENTS

The Corporation's oral and written public communications may include forward-looking information and forward-looking statements (collectively, "forward-looking statements" within the meaning of applicable securities laws). These statements are included in this Circular and may be included in other filings or communications from the Corporation. The forward-looking statements are made pursuant to the applicable securities legislation. Forward-looking statements may include, but are not limited to, statements and comments with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the expected benefits of the Arrangement, the terms and conditions of the Arrangement Agreement, the Consideration and premium to be received by Shareholders, the anticipated timing and the various steps to be completed in connection with the Arrangement, including receipt of Shareholder and Court approvals and regulatory clearances, the anticipated timing of closing of the Arrangement, the anticipated delisting of the Common Shares from the TSXV, and the Corporation ceasing to be a reporting issuer under Canadian securities laws. Forward-looking statements also relates to, among other things, the Corporation's strategies to achieve its objectives, as well as information with respect to management's beliefs, plans, expectations, anticipations, estimations and intentions, and may also include other statements that are predictive in nature, or that depend upon or refer to future events or conditions. The management of the Corporation would like to point out that forward-looking statements involve a number of uncertainties, known and unknown risks and other factors which may cause the actual results, performance or achievements of the Corporation to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. In preparing its outlook, the Corporation made assumptions that do not consider extraordinary events or circumstances beyond its control. When used in this Circular, words such as "aim", "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", "forecast", "foresee", "future", "goal", "guidance", "indicate", "intend", "likely", "maintain", "may", "objective", "outlook", "plan", "potential", "predict", "project", "seek", "should", "strategy", "synergies", "target", "undertake", "view", "vision", "will", "would" or the negative or comparable terminology as well as terms usually used in the future and the conditional are generally intended to identify forward-looking statements, although not all forward-looking statements include such words.

The information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making expectations, forecasts, projections, predictions, or estimations, including, without limitation: that the Arrangement will be completed on the terms currently contemplated, and in accordance with the timing currently expected; that all conditions to the completion of the Arrangement will be satisfied or waived and the Arrangement Agreement will not be terminated prior to the completion of the Arrangement; and various assumptions and expectations related to premiums to the trading price of Common Shares and returns to Shareholders. A change affecting an assumption can also have an impact on other interrelated assumptions, which could increase or diminish the effect of the change. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of the Corporation's current objectives, strategic priorities, expectations and plans, and in obtaining a better understanding of the Corporation's business and anticipated operating environment.

Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Corporation as of the date of this Circular, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Moreover, the proposed Arrangement could be modified or the Arrangement Agreement terminated in accordance with its terms. Several factors, risks or uncertainties could cause the actual results to differ materially from the results discussed in the forward-looking statements. Should one or more of these factors, risks or uncertainties materialize or should the assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. Such factors include, without limitation: (a) the failure of the Parties to obtain any necessary regulatory approvals or the required Shareholder and Court approvals or to otherwise satisfy the conditions to the completion of the Arrangement, and failure of the Parties to obtain such approvals or satisfy such conditions in a timely manner; (b) lack of assurance that if the Corporation had solicited expressions of interest from other potential arm's length investors or acquirors prior to entering into the Arrangement Agreement, that one or more would not have been willing to complete a transaction

on more favourable terms than the Purchaser; (c) the Arrangement Agreement restricts the Corporation from taking specified actions until the Arrangement is completed without the Purchaser's consent, which may prevent the Corporation from pursuing or attracting business opportunities; (d) the ability of the Board to consider and approve a Superior Proposal; (e) significant transaction costs or unknown liabilities; (f) litigation relating to the Arrangement may be commenced which may prevent, delay or give rise to significant costs or liabilities; (g) the Arrangement Agreement may be terminated prior to its consummation; (h) the Corporation may be required to pay a termination fee to the Purchaser in certain circumstances if the Arrangement is not completed or if the Arrangement Agreement is terminated by the Corporation to accept a Superior Proposal; (i) directors and officers of the Corporation may have interests in the Arrangement that may be different from those of Shareholders generally; (j) the focus of management's time and attention on the Arrangement may detract from other aspects of the Corporation's business; (k) the tax treatment of the Arrangement may be subject to uncertainties; (l) general economic conditions; (m) the market price of the Common Shares may be materially adversely affected if the Arrangement is not completed or its completion is materially delayed; and (n) failure to realize the expected benefits of the Arrangement. Failure to obtain any necessary regulatory approvals or the required Shareholder and Court approvals, or failure of the Parties to otherwise satisfy the conditions to the completion of the Arrangement may result in the Arrangement not being completed on the proposed terms, or at all. If the Arrangement is not completed, and the Corporation continues as a publicly-traded entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Corporation to the completion of the Arrangement could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, pursuant to the terms of the Arrangement Agreement, the Corporation may, in certain circumstances, be required to pay a fee to the Purchaser, the result of which could have an adverse effect on its financial position. The Corporation cautions that the foregoing list of factors is not exhaustive. Additional information about the risk factors to which the Corporation is exposed to is provided in the management's discussion and analysis for the year ended December 31, 2024, which is available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

The forward-looking statements set forth herein reflect the Corporation's expectations as of the date hereof and are subject to change after this date. The Corporation may, from time to time, make oral forward-looking statements. The Corporation advises that the above paragraphs and the risk factors described herein should be read for a description of certain factors that could cause the actual results of the Corporation to differ materially from those in the oral forward-looking statements. Unless required to do so pursuant to applicable securities legislation, the Corporation assumes no obligation to update or revise forward-looking statements contained in this Circular or in other communications as a result of new information, future events, and other changes.

NOTICE TO SHAREHOLDERS OUTSIDE CANADA

Lorne Park is a corporation existing under the laws of the Province of Ontario. The Corporation has prepared this Circular in accordance with the appropriate Canadian disclosure standards. The solicitation of proxies and the transactions contemplated herein involve securities of an Ontario issuer and are being effected in accordance with applicable provincial and federal corporate and securities laws.

Shareholders should be aware that disclosure and solicitation requirements under such Canadian federal and provincial laws differ from requirements under corporate and securities laws applicable in other jurisdictions. The proxy rules of other jurisdictions are not applicable to the Corporation nor to this solicitation and therefore this solicitation is not being effected in accordance with such corporate or securities laws.

Certain of the financial information included in this Circular has been prepared in accordance with IFRS, which differ from other jurisdictions' accounting principles in certain material respects and thus may not be comparable to financial information of companies subject to such other jurisdictions' accounting principles.

Shareholders should be aware that the disposition of Common Shares pursuant to the Arrangement may have tax consequences to them. The tax treatment of Shareholders pursuant to the Arrangement is dependent on their individual circumstances, including the tax jurisdiction applicable to such Shareholders.

The Circular does not address any tax considerations of the Arrangement other than certain Canadian federal income tax considerations to Shareholders. Shareholders that are taxpayers in a jurisdiction outside Canada are advised to consult their own independent tax advisors regarding any federal, state, local and foreign tax consequences to them by participating in the Arrangement, including any filing requirements.

THE ARRANGEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY, NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

Shareholders in the United States should also see "Notice to United States Shareholders."

NOTICE TO UNITED STATES SHAREHOLDERS

The Corporation is a corporation existing under the laws of the Province of Ontario. The solicitation of proxies and the transaction contemplated in this Circular involve securities of a Canadian issuer and are being effected in accordance with Canadian corporate and securities Laws. The solicitation of proxies for the Meeting is not subject to the requirements applicable to proxy statements under the United States Securities Exchange Act of 1934, as amended (the "1934 Act"). Accordingly, this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to proxy statements under the 1934 Act. Specifically, information contained herein has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards. Shareholders should also be aware that requirements under Canadian laws may differ from requirements under United States corporate and securities Laws relating to United States corporations.

Financial statements of the Corporation have been prepared in accordance with IFRS as issued by the International Accounting Standards Board and are subject to Canadian auditing and auditor independence standards, and therefore, they may not be comparable to financial statements of United States companies prepared in accordance with United States generally accepted accounting principles.

The enforcement by Shareholders of civil liabilities under United States federal and state securities laws may be adversely affected by the fact that the Corporation is incorporated under the OBCA and located in Canada, that certain of its directors and officers are non-residents of the United States, that some or all of the experts named in the Circular are non-residents of the United States and that all or a substantial portion of the assets of the Corporation and said persons are located outside the United States. In addition, United States Shareholders should not assume that courts in Canada or in the countries where such directors and officers reside or in which the Corporation's assets or the assets of such persons are located (i) would enforce judgments of United States courts obtained in actions against the Corporation or such persons predicated upon civil liability provisions of United States federal and state securities laws as may be applicable, or (ii) would enforce, in original actions, any asserted liabilities against the Corporation or such persons predicated upon such laws.

The Arrangement has not been approved or disapproved by the United States Securities and Exchange Commission or any other securities regulator in the United States, nor has any United States securities regulatory authority passed upon the fairness or the merits of this transaction or upon the accuracy or adequacy of the information contained in this Circular.

Shareholders in the United States should be aware that the Arrangement will have certain tax consequences under United States law. Such tax consequences are not described herein.

SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES THAT MAY BE RELEVANT TO A PARTICULAR SHAREHOLDER IN LIGHT OF THE SHAREHOLDER'S PARTICULAR CIRCUMSTANCES, OR TO CERTAIN TYPES OF SHAREHOLDERS SUBJECT TO SPECIAL TREATMENT UNDER UNITED STATES FEDERAL INCOME TAX LAWS. SHAREHOLDERS ARE ADVISED TO CONSULT WITH THEIR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO SUCH SHAREHOLDERS OF THE ARRANGEMENT, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.

TABLE OF CONTENTS

Page

SUMMARY...1
Meeting and Record Date...1
Summary of the Arrangement...1
Parties...1
Agreements with Rollover Shareholders, Directors and Officers of the Corporation...2
Background to the Arrangement...2
Recommendation of the Special Committee and the Board...2
Arrangement Agreement...5
Required Shareholders' Approval...5
Fairness Opinion...5
Implementation of the Arrangement...5
Certain Canadian Federal Income Tax Considerations...6
Other Tax Considerations...6
Dissent Rights...6
Depository, Transfer Agent and Registrar...7
Stock Exchange Delisting and Reporting Issuer Status...7
Risk Factors...7

FREQUENTLY ASKED QUESTIONS...7
About the Meeting...7
About the Arrangement...11
About the Common Shares...12
About Tax Consequences to Shareholders...12
Who to Call with Questions...12

INFORMATION CONCERNING THE MEETING AND VOTING...13
Purpose of the Meeting...13
Date, Time and Place of Meeting...13
Solicitation of Proxies...13
Appointment of Proxyholders...13
Revocation of Proxies...14
How to Participate in the Meeting...15
Voting...15
How to Vote your Common Shares...15
Questions at the Meeting...17
Principal Shareholders...17
Other Business...18

RECEIPT OF FINANCIAL STATEMENTS...18
ELECTION OF DIRECTORS...18
DIRECTORS' AND OFFICERS' COMPENSATION...21
STATEMENT OF CORPORATE GOVERNANCE PRACTICES...29
AUDIT COMMITTEE...31
APPOINTMENT OF AUDITORS...34
APPROVAL OF THE CORPORATION'S STOCK OPTION PLAN...34
THE ARRANGEMENT...36
Background to the Arrangement...36
Recommendation of the Special Committee...40
Recommendation of the Board...40

Reasons for the Recommendation ... 41
Fairness Opinion ... 44
Shareholders' Approval of the Arrangement ... 46
Implementation of the Arrangement ... 46
Certain Effects of the Arrangement ... 49
Procedure for Exchange of Common Shares Certificates by Shareholders ... 49
Payment of Consideration ... 50
Existing Debentures Payoff ... 52
Sources of Funds for the Arrangement ... 52
Expenses of the Arrangement ... 53
Interests of Certain Persons in the Arrangement ... 53
Arrangements between the Corporation and Security Holders ... 56

KEY AGREEMENTS RELATING TO THE ARRANGEMENT ... 56

Arrangement Agreement ... 56
Support and Voting Agreements ... 71
Rollover Agreements ... 73
Debentureholder Consent and Support Agreement ... 74

CERTAIN LEGAL MATTERS ... 74

Implementation of the Arrangement and Timing ... 74
Court Approval and Completion of the Arrangement ... 74
Securities Law Matters ... 75

RISK FACTORS ... 78

Risks Relating to the Corporation ... 78
Risks Related to the Arrangement ... 79

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... 81

DISSENTING SHAREHOLDERS' RIGHTS ... 85

INFORMATION CONCERNING THE PURCHASER PARTIES ... 87

The Purchaser ... 87
Sagard ... 87

INFORMATION CONCERNING THE CORPORATION ... 88

General ... 88
Description of Share Capital ... 88
Dividend Policy ... 88
Ownership of Securities ... 89
Commitments to Acquire Securities of the Corporation ... 89
Previous Purchases and Sales ... 89
Previous Distributions ... 90
Trading in Common Shares ... 92
Management Contracts ... 92
Indebtedness of Directors and Executive Officers ... 92
Interest of Informed Persons in Material Transactions ... 92
Interest of Certain Persons and Companies in Matters to be Acted Upon ... 93
Material Changes in the Affairs of the Corporation ... 93

DEPOSITARY, TRANSFER AGENT AND REGISTRAR ... 93

LEGAL MATTERS ... 93

AUDITOR ... 93

ADDITIONAL INFORMATION ... 93

QUESTIONS AND FURTHER ASSISTANCE ... 94

iii

APPROVAL BY THE DIRECTORS...95
GLOSSARY OF TERMS...96
CONSENT OF KPMG...111
APPENDIX A ARRANGEMENT RESOLUTION...A-1
APPENDIX B PLAN OF ARRANGEMENT...B-1
APPENDIX C FAIRNESS OPINION...C-1
APPENDIX D INTERIM ORDER...D-1
APPENDIX E NOTICE OF APPLICATION...E-1
APPENDIX F SECTION 185 OF OBCA...F-1
APPENDIX G AUDIT COMMITTEE CHARTER...G-1

SUMMARY

The following is a summary of certain information contained in this Circular regarding the Arrangement, including its appendices. This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere in this Circular, including its appendices. Capitalized terms used in this summary without definition have the meanings ascribed to them in the "Glossary of Terms". Shareholders are urged to read this Circular and its appendices carefully and in their entirety.

Meeting and Record Date

The purpose of the Meeting, among other matters, is for Shareholders to consider, and, if deemed advisable, to pass, with or without variation, the Arrangement Resolution, the full text of which is set forth at Appendix A. Shareholders may also be asked to consider other business that properly comes before the Meeting or any adjournment or postponement thereof.

The Shareholders entitled to receive notice of, and to vote at, the Meeting are those Shareholders as of the close of business on July 14, 2025. Only Persons shown on the Share Register at the close of business on that date, or their proxy holders, will be entitled to vote on the Arrangement Resolution. See "Information Concerning the Meeting and Voting".

Summary of the Arrangement

The Arrangement Agreement provides for, among other things, the acquisition by the Purchaser, an entity controlled by Sagard, of all of the issued and outstanding Common Shares by way of the Plan of Arrangement under section 182 of the OBCA.

Pursuant to the Arrangement Agreement and the Plan of Arrangement, each Shareholder (other than the Rollover Shareholders in respect of the Rollover Shares and any Dissenting Holders) will be entitled to receive from the Purchaser $2.23 in cash for each Common Share. A copy of the Plan of Arrangement is attached to this Circular as Appendix B. See "The Arrangement".

Parties

The Corporation

The Corporation was created to bring together boutique investment management and wealth advisory firms in order to deliver robust, cost-effective investment solutions to affluent investors, foundations, estates and trusts. Lorne Park seeks to create better alignment between investment managers and wealth advisors while providing them with additional resources to accelerate their growth. The Corporation's head office is located at 1295 Cornwall Road, Unit A3, Oakville, Ontario, L6J 7T5.

The Purchaser

The Purchaser was incorporated under the OBCA and is an entity controlled by Sagard. The Purchaser was formed solely for the purpose of the transactions contemplated by the Arrangement Agreement.

Sagard

Sagard is a multi-strategy alternative asset management firm, with offices in Canada, the United States, Europe, and the Middle East, investing in venture capital, private equity, private credit, and real estate.

Agreements with Rollover Shareholders, Directors and Officers of the Corporation

The Rollover Shareholders of the Corporation, which includes the Key Executives, being Robert Sewell, Stephen Meehan, Carlo Pannella, Craig Ellis, Susan Schulze, Georges Nasr and Julianna Varpalotai-Xavier and certain advisors of the Corporation being Alan Cameron, Fabio Ventolini, Howard Haskings, Mark Parlee, Richard Heinrich, William Shutt, Daniel Beyaert, David Owen, Robert Boutilier, Janine Guenther and Alan Fustey, have agreed pursuant to the terms of their respective Rollover Agreements to transfer an aggregate of 29,923,485 Rollover Shares to the Purchaser in exchange for Purchaser Shares. See “Key Agreements Relating to the Arrangement – Rollover Agreements”.

The Supporting Shareholders have entered into Support and Voting Agreements with the Purchaser pursuant to which they have agreed, subject to the terms thereof, to vote all Common Shares beneficially owned or controlled or directed by them in favour of the Arrangement Resolution and against any resolution submitted by any other Person that is inconsistent with the Arrangement.

As of the Record Date, the votes attached to all of the Common Shares beneficially owned or controlled or directed by the Rollover Shareholders and by the other Shareholders whose votes are excluded for purposes of the minority vote required pursuant to MI 61-101, representing approximately 72.9% of the issued and outstanding Common Shares, will be excluded from the Minority Approval Vote. See “Certain Legal Matters – Securities Law Matters”. Accordingly, Supporting Shareholders collectively beneficially own or exercise control or direction over (i) approximately 73.0% of the Common Shares eligible to vote in the Special Resolution Vote and (ii) excluding the Rollover Shareholders and the other Shareholders whose votes are excluded for purposes of the minority vote required pursuant to MI 61-101, approximately 5.0% of the Common Shares eligible to vote in the Minority Approval Vote.

Background to the Arrangement

See “The Arrangement – Background to the Arrangement” for a summary of the main events that led to the execution of the Arrangement Agreement and certain meetings, negotiations, discussions and actions of the Parties that preceded the execution of the Arrangement Agreement and the public announcement of the Arrangement.

Recommendation of the Special Committee and the Board

Having undertaken a thorough review of, and carefully considered, information concerning the Corporation, the Purchaser, the Rollover Shareholders, the Arrangement, the alternatives available to the Corporation (including the ‘status quo’ option), the members of the Special Committee have unanimously determined, after receiving legal and financial advice, that the Arrangement is in the best interests of the Corporation and is fair to its Shareholders (other than the Rollover Shareholders) and recommends THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION. See “The Arrangement – Recommendation of the Special Committee”.

After careful consideration of all factors it deemed to be relevant and the receipt of financial and legal advice, and following the receipt of the Fairness Opinion and the unanimous recommendation of the Special Committee in favour of the Arrangement, the Board (with interested directors abstaining from voting) has unanimously determined that the Arrangement is in the best interest of the Corporation and is fair and reasonable to the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) and, accordingly, unanimously recommends that Shareholders vote FOR the Arrangement Resolution at the Meeting. See “The Arrangement – Recommendation of the Board”.

In reaching its conclusion that the Arrangement is in the best interests of the Corporation and is fair and reasonable to the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares), the Board and the Special Committee considered and relied upon a number of substantive factors, including, but not limited to, those listed below and as described in more detail in the Circular:

(a) Consideration Represents a Significant Premium. The Consideration represents a premium of approximately 41.1% to the closing price of the Common Shares on the TSXV on June 4, 2025, and a premium of approximately 52.1% to the 20-day volume-weighted average Common Share price on the TSXV for the period ending on June 4, 2025, such date being the last trading day prior to the date on which the Parties entered into the Arrangement Agreement and announced the Arrangement.

(b) A Fairness Opinion was Obtained. KPMG provided an opinion to the effect that, as of June 4, 2025, and subject to the scope of the review, assumptions, qualifications and limitations set forth in their opinion, the Consideration to be received by the Shareholders (other than the Rollover Shareholders) pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders (other than the Rollover Shareholders). The complete text of the Fairness Opinion is attached as Appendix C to the accompanying Circular, respectively. Shareholders are urged to read the Fairness Opinion in its entirety. See “The Arrangement – Fairness Opinion”.

(c) The Corporation can Respond to Superior Proposals. Notwithstanding the limitations contained in the Arrangement Agreement on the Corporation’s ability to solicit interest from third parties, the terms and conditions of the Arrangement Agreement, including the amount of the Termination Fee payable by the Corporation under certain circumstances, do not preclude a third party from proposing or making a bona fide Superior Proposal, to which the Corporation may respond, discuss and negotiate with the party putting forward the Superior Proposal (subject to limitations set out in the Arrangement Agreement, including a right-to-match in favour of the Purchaser).

(d) The Terms of the Arrangement Agreement are Reasonable. The terms and conditions of the Arrangement Agreement, which were negotiated by members of the Special Committee and management of the Corporation, with the assistance of legal counsel, including the reasonableness of representations, warranties and covenants, the restrictions on the conduct of the Corporation’s business until the completion of the Arrangement and the amount of the Termination Fee and Reverse Termination Fee, are fair to the Corporation and are the result of a robust arm’s length negotiation process.

(e) Certainty of Value and Liquidity. The trading volume of the Common Shares has historically been relatively limited given the Corporation’s market capitalization and public float, thereby making it difficult for Shareholders to realize meaningful liquidity through the public market on which the Common Shares trade. The all-cash Consideration provides the Shareholders (other than the Rollover Shareholders) with certainty of value and immediate liquidity for their Common Shares at a price that may not otherwise be available in the market in the absence of the Arrangement.

(f) Deal Certainty. The completion of the Arrangement is subject to a limited number of conditions, which in the view of the Special Committee, after receiving legal and financial advice, are reasonable in the circumstances and can reasonably be expected to be satisfied, and is not subject to any financing or due diligence condition. In addition, the Purchaser has secured the necessary funding commitments, including a commitment of equity by Sagard and of debt by Canadian Imperial Bank of Commerce (subject to the terms and conditions contained in such letters of commitment) to complete the Arrangement and pay the aggregate Consideration to Shareholders (other than the Rollover Shareholders) for their Common Shares.

Sewell and Meehan, who together own 43.3% of the Common Shares of the Corporation, entered into irrevocable support and voting agreements (or "hard" lock up agreements) which do not permit them to accept any competing proposals to acquire the Common Shares.

(i) Shareholders and the Court Must Approve the Arrangement. The Arrangement is subject to the following Shareholder and Court approvals, which provide additional protection to Shareholders:

(i) the Arrangement Resolution must be approved by both (i) the Special Resolution Vote, and (ii) the Minority Approval Vote; and
(ii) the Arrangement must also be approved by the Court, which will consider, among other things, the fairness and reasonableness of the Arrangement to Shareholders (other than the Rollover Shareholders).

(k) Other Relevant Factors. In addition to the above-mentioned factors, the Special Committee also considered the following factors:

(i) the Board having concluded that (A) being a publicly-listed company on the TSXV has not provided significant liquidity for Shareholders nor has it given the Corporation the access to capital needed to fund the Corporation's expected growth, (B) a going-private transaction with a growth-oriented sponsor/partner would likely enable the Corporation to accelerate its growth trajectory, and (C) the minimal liquidity that would be lost by being private would be more than offset by the opportunity for growth;
(ii) the Special Committee's assessment that the current and anticipated future opportunities and risks associated with the business, operations, financial performance and condition of the Corporation, should it continue as a listed company on the TSXV (the 'status quo' strategy), is less attractive than the Arrangement;
(iii) the extensive and rigorous canvassing of potential partner/sponsors for a going-private transaction undertaken by BMO as financial advisor to the Corporation;
(iv) the Special Committee's assessment that the canvassing in (iii) above, together with the value of the Consideration payable, the expressed alignment of the Corporation's growth goals with those of the Purchaser and other benefits of the Arrangement to the Corporation, are unlikely to produce a more favourable transaction than the Arrangement; and
(v) the Special Committee's assessment, after consultation with its legal advisors, that all Required Regulatory Approvals are likely to be obtained on terms satisfactory to both the Corporation and the Purchaser within the timeframe set out in the Arrangement Agreement.

The Board's reasons for the recommendation contain forward-looking information and statements and are subject to various risks and assumptions. See "Forward-Looking Information and Statements" and "Risk Factors".

See "The Arrangement - Reasons for the Recommendation".

Arrangement Agreement

On June 5, 2025, the Corporation and the Purchaser entered into the Arrangement Agreement pursuant to which they agreed, among other things, to implement the Arrangement in accordance with and subject to the terms and conditions contained therein and in the Plan of Arrangement. See "Arrangement Agreement".

Required Shareholders' Approval

At the Meeting, pursuant to the Interim Order, the Shareholders will be asked to consider, and, if deemed advisable, to pass, with or without variation, the Arrangement Resolution. To become effective, the Arrangement Resolution must be approved by both (i) the Special Resolution Vote, and (ii) the Minority Approval Vote.

As of the Record Date, the votes attached to all of the Common Shares beneficially owned or controlled or directed by the Rollover Shareholders and by the other Shareholders whose votes are excluded for purposes of the minority vote required pursuant to MI 61-101, representing approximately 72.9% of the issued and outstanding Common Shares, will be excluded from the Minority Approval Vote. Accordingly, Supporting Shareholders collectively beneficially own or exercise control or direction over (i) approximately 73.0% of the Common Shares eligible to vote in the Special Resolution Vote and (ii) excluding the Rollover Shareholders and the other Shareholders whose votes are excluded for purposes of the minority vote required pursuant to MI 61-101, approximately 5.0% of the Common Shares eligible to vote in the Minority Approval Vote.

Fairness Opinion

KPMG, as independent financial advisor to the Special Committee, provided a fairness opinion to the Board and Special Committee that, as at June 4, 2025 and based upon and subject to the assumptions, limitations and qualifications set out in the opinion, the Consideration to be received by the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. The complete text of the Fairness Opinion is attached as Appendix C. Shareholders are urged to read the Fairness Opinion in their entirety. See "The Arrangement – Fairness Opinion".

Implementation of the Arrangement

The Arrangement will be implemented by way of a Court-approved plan of arrangement under the OBCA pursuant to the terms of the Arrangement Agreement. Among other things, the Plan of Arrangement provides for (i) the acquisition by the Purchaser of all of the issued and outstanding Common Shares from Shareholders in exchange for the Consideration, (ii) the treatment of Options, and (iii) the exchange of Rollover Shares from Rollover Shareholders in exchange for the consideration to which they are entitled pursuant to the terms of their respective Rollover Agreements. The transactions contemplated by the Plan of Arrangement are described under "The Arrangement – Implementation of the Arrangement".

The following procedural steps must be taken in order for the Arrangement to become effective: (i) the Required Shareholders' Approval must be obtained, (ii) the Court must grant the Final Order approving the Arrangement, (iii) all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived by the appropriate party, and (iv) the Articles of Arrangement in the form prescribed by the OBCA must be filed with the Director. Assuming completion of all these steps, it is currently anticipated that the Arrangement will be completed during the third quarter of 2025.

In the event that the Arrangement does not proceed for any reason, including because it does not receive the Required Shareholders' Approval or Court approval, the Corporation will continue as a publicly traded company.

Certain Canadian Federal Income Tax Considerations

Shareholders should carefully read the information in this Circular under "Certain Canadian Federal Income Tax Considerations" which qualifies the information set out below and should consult their own tax advisors.

Shareholders who are residents of Canada and hold their Common Shares as capital property for purposes of the Tax Act will generally realize a capital gain or loss on the disposition of their Common Shares under the Arrangement.

Shareholders who are not resident in Canada for purposes of the Tax Act and for whom the Common Shares are not "taxable Canadian property" (as defined in the Tax Act) will generally not be subject to tax under the Tax Act on the disposition of their Common Shares under the Arrangement.

See "Certain Canadian Federal Income Tax Considerations" for a general summary of the principal Canadian federal income tax considerations relevant to certain Shareholders. Such summary is not intended to be legal or tax advice. Shareholders should consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Other Tax Considerations

This Circular does not address any tax considerations of the Arrangement other than Canadian federal income tax considerations for Shareholders and does not address any tax considerations of the Arrangement for Rollover Shareholders. Rollover Shareholders and Shareholders who are residents in or otherwise subject to tax in jurisdictions other than Canada should consult their tax advisors with respect to the relevant tax implications of the Arrangement, including any associated filing requirements, including in such jurisdictions. All Shareholders should consult their own tax advisors regarding relevant federal, provincial, territorial, local or other tax consequences of the Arrangement to them with respect to their particular circumstances.

Dissent Rights

Pursuant to the Interim Order, registered Shareholders have the right to exercise Dissent Rights with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Common Shares in accordance with the provisions of section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement. A registered Shareholder wishing to exercise Dissent Rights with respect to the Arrangement must send to the Corporation a Dissent Notice, which Dissent Notice must be received by the Corporation, c/o Investors Relations Department, 1295 Cornwall Road, Unit A3, Oakville, Ontario, L6J 7T5, or by email at [email protected] with a copy to WeirFoulds LLP, 4100 - 66 Wellington Street West, TD Bank Tower, Toronto, Ontario M5K 1B7, Attention: Jay Tomar, or by email at [email protected] by no later than 5:00 p.m. (Eastern time) on August 12, 2025 (or by 5:00 p.m. on the second Business Day immediately preceding the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the dissent procedures described in this Circular. See "Dissenting Holders' Rights".

Depositary, Transfer Agent and Registrar

Computershare is acting as the transfer agent and registrar for the Corporation at its offices located in Toronto, Ontario.

Stock Exchange Delisting and Reporting Issuer Status

Upon closing of the Arrangement, it is expected that the Common Shares will be delisted from the TSXV. The Corporation will apply to cease to be a reporting issuer under Securities Laws, following which the Corporation will cease to file continuous disclosure documents with Canadian securities regulatory authorities.

Risk Factors

There is a risk that the Arrangement may not be completed. Any failure to complete the Arrangement could materially and negatively impact the trading price of the Common Shares. You should carefully consider the risk factors described in the section "Risk Factors" in evaluating the approval of the Arrangement Resolution.

FREQUENTLY ASKED QUESTIONS

The following section provides answers to certain anticipated questions about the Arrangement and the Meeting. Please note that this section may not address all issues that may be important to you. Accordingly, you should carefully read this entire Circular, including the appendices.

About the Meeting

Why did I receive this package of information?

The Purchaser has agreed to acquire all of the issued and outstanding Common Shares pursuant to the Arrangement Agreement and the Plan of Arrangement. This transaction is subject to, among other things, obtaining the Required Shareholders' Approval. As a Shareholder as at the close of business on July 14, 2025, you are entitled to receive notice of and to vote at the Meeting. We are soliciting your proxy, or vote, and providing this Circular in connection with that solicitation.

Who is soliciting my proxy?

This Circular is being furnished to the Shareholders in connection with the solicitation of proxies by or on behalf of management of the Corporation for use at the Meeting. It is expected that the solicitation of proxies will be conducted primarily by mail, but may also be made by phone, fax transmission or other electronic means of communication or in person by the directors, officers and employees of the Corporation. The costs of solicitation of proxies will be borne by the Corporation. The Corporation may also reimburse Intermediaries for their reasonable charges and expenses incurred in forwarding proxy materials to non-registered Shareholders.

When and where is the Meeting?

The Meeting will be held on August 14, 2025 at 10:00 a.m. (Eastern time) at the offices of WeirFoulds LLP located at 4100 – 66 Wellington Street West, Toronto, Ontario, M5K 1B7.

What am I being asked to vote on?

You will be voting on the Arrangement Resolution and on any other business that properly comes before the Meeting or any adjournment or postponement thereof.

What are the voting requirements?

The Arrangement Resolution must be approved by both (i) the Special Resolution Vote, and (ii) the Minority Approval Vote. See “The Arrangement – Shareholders’ Approval of the Arrangement”.

What happens if the Shareholders do not approve the Arrangement?

If the Corporation does not receive the Required Shareholders’ Approval, the Arrangement will not become effective and the Corporation will continue as a publicly traded company. Failure to complete the Arrangement could have a material adverse effect on the trading price of the Common Shares. If the Arrangement is not completed and the Board decides to seek another transaction, there can be no assurance that it will be able to find a party willing to pay an equivalent or higher price than the Consideration to be paid pursuant to the terms of the Arrangement Agreement. See “Risk Factors”.

Who is entitled to vote on the Arrangement Resolution and how will the votes be counted?

Shareholders who own Common Shares as at the close of business on the Record Date, being July 14, 2025 may vote on the Arrangement Resolution. Only registered Shareholders or duly appointed proxyholders are entitled to vote on the Arrangement Resolution. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by non-registered Shareholders in order to ensure that their Common Shares are voted at the Meeting. See “Information Concerning the Meeting and Voting – Beneficial Shareholders”.

As at the Record Date, the number of issued and outstanding Common Shares stood at 54,653,575. Each Common Share confers the right to one vote and entitles the holder thereof as of the Record Date to one vote per Common Share at the Meeting.

What is the quorum for the Meeting?

The quorum for the Meeting shall be two (2) persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder holding or representing in the aggregate not less than 10% of the Common Shares.

Does the Board support the Arrangement?

Yes. After careful consideration of all factors it deemed to be relevant and the receipt of financial and legal advice, and following receipt of the Fairness Opinion and the unanimous recommendation of the Special Committee in favour of the Arrangement, the Board (with interested directors abstaining from voting at the Board meeting) has unanimously determined that the Arrangement is in the best interests of the Corporation and is fair and reasonable to the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) and unanimously recommends that the Shareholders vote FOR the Arrangement Resolution at the Meeting.

In making their determinations and recommendations, the Special Committee and the Board considered a number of factors which are more fully described in this Circular. See “The Arrangement – Reasons for the Recommendation”.

Am I a registered or non-registered Shareholder?

You are a registered Shareholder if your Common Shares are registered in your name. You are a non-registered Shareholder if your Common Shares are not registered in your own name but are held on your behalf through a nominee, broker, investment dealer, bank, trust company or other intermediary (each, an "Intermediary").

How do I vote?

If you are eligible to vote your Common Shares and you are a registered Shareholder, you can vote your Common Shares in any of the following ways:

(a) by attending the Meeting in person and voting;
(b) by appointing someone as proxy to attend the Meeting and vote your Common Shares for you;
(c) by completing your form of proxy or voting instruction form and returning it by mail or delivery, following the instructions on your form of proxy or voting instruction form;
(d) by calling toll-free in Canada and in the United States at 1-866-732-VOTE (8683) and following the voice instructions. To vote by phone, simply refer to your control number (shown on your form of proxy) and follow the instructions. You can speak with a customer representative, who will take your voting instructions over the phone;
(e) by internet by visiting the website shown on your form of proxy. Refer to your control number (shown on your form of proxy) and follow the online voting instructions;
(f) by mail by completing and returning the signed form of proxy in the envelope provided to Computershare Trust Company of Canada, 14th Floor, 320 Bay Street, Toronto ON M5H 4A6; or
(g) by scan or email by scanning the completed and signed form of proxy and email it to [email protected].

If you are a non-registered Shareholder, and you receive your materials directly from the Corporation or indirectly through an investment dealer or other intermediary, you will have received forms with instructions on how to vote. Please follow the instructions in those forms.

How do I appoint someone else to go to the Meeting and vote my Common Shares for me?

The persons designated in the form of proxy to represent, as proxyholders, the Shareholders at the Meeting are directors of the Corporation. However, whether or not you attend the Meeting, you can appoint someone else to vote for you as your proxyholder. You can use the enclosed form of proxy or voting instruction form, or any other proper form of proxy, to appoint your proxyholder. Every Shareholder has the right to appoint a person or company, who need not be a Shareholder, to attend and act on his or her behalf at the Meeting, or any adjournment or postponement thereof, other than the person designated in the enclosed form of proxy or voting instruction form. Such right may be exercised by inserting in the appropriate space on the form of proxy or voting instruction form the person or company to be appointed or by completing another form of proxy. In addition, you must (i) submit proxy voting instructions with the name of your chosen proxyholder; (ii) register your chosen proxyholder with our transfer agent, Computershare, by completing the online form at www.investorvote.com or by contacting Computershare at 1-866-732-VOTE (8683) (toll free in Canada and the United States) by no later than 10:00 a.m. on August 12, 2025 or if the Meeting is adjourned or postponed, not later than 48 hours (excluding Saturday, Sundays and statutory holidays in the Province of Ontario) before the adjourned or

postponed meeting is reconvened, and (iii) follow any additional instructions set forth in the accompanying form of proxy or voting instruction form.

How will my Common Shares be voted if I vote by Proxy?

On the form of proxy or voting instruction form, you can indicate how you want your proxyholder to vote your Common Shares, or you can let your proxyholder decide for you. If you have specified on the form of proxy or voting instruction form how you want your Common Shares to be voted on a particular issue (by marking "FOR" or "AGAINST"), then your proxyholder must vote your Common Shares accordingly.

If you have appointed the persons designated in the form of proxy as your proxyholders and you have not provided them with instructions, they will vote your Common Shares FOR the Arrangement Resolution.

Is there a deadline for my proxy to be received?

Yes. Whether or not you are able to attend the Meeting in person, you are urged to complete, sign, date and return the enclosed form of proxy or voting instruction form so that your Common Shares can be voted at the Meeting or any adjournment or postponement thereof in accordance with your voting instructions. Your votes must be received by the Corporation's transfer agent, Computershare, no later than 10:00 a.m. (Eastern Time) on August 12, 2025 or if the Meeting is adjourned or postponed, not later than 48 hours (excluding Saturday, Sundays and statutory holidays in the Province of Ontario) before the adjourned or postponed meeting is reconvened.

What if there are amendments or if other matters are brought before the Meeting?

Your voting instructions provided by proxy give the persons named on it authority to use their discretion in voting on amendments or variations to matters identified in the Notice of Meeting or on any matter that may properly come before the Meeting or any adjournment or postponement thereof.

As at the time of printing of this Circular, management is not aware that any other matter is to be presented for action at the Meeting. If, however, other matters properly come before the Meeting, the persons named in the form of proxy will vote on them in accordance with their judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

What if I change my mind?

If you are a registered Shareholder, you can revoke your proxy at any time before it is acted upon. A registered Shareholder may revoke their proxy voting instructions without providing new proxy voting instructions by an instrument in writing executed by the Shareholder or the Shareholder's authorized attorney at our transfer agent, Computershare Trust Company of Canada, 320 Bay St, 14th Fl Toronto ON M5H 4A6, at any time up to and including the last business day preceding the day of the Meeting or to the Chair of the Meeting on the day of the Meeting, or any adjournment thereof, at which the proxy is to be used.

If you are non-registered Shareholder, you may revoke your proxy or voting instructions by following the instructions provided to you by your intermediary or otherwise contacting the individual who serves your account. You must take such steps sufficiently in advance of the date of the Meeting for your intermediary to act on such revocation.

How are proxies solicited?

Your proxy is being solicited by the management of the Corporation. The management of the Corporation requests that you sign and return the form of proxy or voting instruction form so that your votes are exercised at the Meeting. The solicitation of proxies will be conducted primarily by mail but may also be made by phone, fax transmission or other electronic means of communication or in person by the directors, officers

and employees of the Corporation. The cost of such solicitation will be borne by the Corporation. The Corporation may also reimburse Intermediaries for their reasonable charges and expenses incurred in forwarding proxy materials to non-registered Shareholders. The Corporation will not be relying on the notice-and-access delivery procedures outlined in applicable securities laws to distribute copies of proxy-related materials in connection with the Meeting.

Am I entitled to Dissent Rights?

Under the Interim Order, a registered Shareholder who strictly complies with the dissent procedures in section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, is entitled, when the Arrangement becomes effective, in addition to any other rights such Shareholder may have, to dissent and to be paid the fair value of such Shareholder's Common Shares, determined as of the close of business on the last Business Day before the day on which the Arrangement Resolution is adopted. See "Dissenting Shareholders' Rights".

About the Arrangement

What is a plan of arrangement?

A plan of arrangement is a statutory procedure under the OBCA that allows corporations to carry out transactions with the approval of their shareholders and the Court. The Plan of Arrangement you are being asked to consider will provide for, among other things, the acquisition by the Purchaser of all of the issued and outstanding Common Shares.

I own Common Shares. What will I receive in the Arrangement if it is approved?

Pursuant to the Arrangement Agreement and the Plan of Arrangement, each Shareholder (other than the Rollover Shareholders in respect of the Rollover Shares) will receive $2.23 in cash per Common Share and each Rollover Shareholder will transfer its Rollover Shares in exchange for Purchaser Shares.

What premium does the Consideration offered for the Common Shares represent?

The Consideration to be received by the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) represents a premium of approximately 41.1% to the closing price of the Common Shares on the TSXV on June 4, 2025, and a premium of approximately 52.1% to the 20-day volume-weighted average Common Share price on the TSXV for the period ending on June 4, 2025, such date being the last trading day prior to the date on which the parties entered into the Arrangement Agreement and announced the Arrangement.

When will the Arrangement be completed?

It is currently anticipated that the Arrangement will be completed in the third quarter of 2025. It is not possible, however, to state with certainty when the Effective Date will occur. The Effective Date could be delayed for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order. The Arrangement must be completed on or prior to the Outside Date.

What approvals are required for the Arrangement to be completed?

Completion of the Arrangement is subject in particular to the receipt of (i) the Required Shareholders' Approval, and (ii) the Court approval. The Arrangement is also subject to certain other customary conditions, including, among other things, that there has not occurred a Material Adverse Effect with respect to the Corporation and its Subsidiaries, taken as a whole, since the date of the Arrangement Agreement until the Effective Time. See "Risk Factors".

When will I receive the Consideration for my Common Shares?

You will receive the Consideration for your Common Shares as soon as practicable after the Arrangement is completed, provided you have sent all of the necessary documentation to the Depositary.

What will I have to do as a Shareholder to receive the Consideration for my Common Shares?

If you are a registered Shareholder, you will receive a Letter of Transmittal that you must complete and send with the certificate(s) (or other necessary information and confirmation for a book-entry transfer) representing your Common Shares to the Depositary. If your Common Shares are represented by Direct Registration System (DRS) statement ("DRS Statement"), you do not need to deliver such DRS Statement with the Letter of Transmittal and other documents required by it. The Depositary will mail you a cheque as soon as practicable after the Effective Date after receipt of your completed Letter of Transmittal and your Common Share certificate(s) (or other necessary information and confirmation for a book-entry transfer) and all other required documents, together with all other required documents (if applicable).

If you are a non-registered Shareholder, you will receive your payment through your account with your Intermediary that holds Common Shares on your behalf. You should contact your Intermediary if you have questions about this process.

About the Common Shares

Will the Common Shares continue to be listed on TSXV after the Arrangement?

No. If the Arrangement is completed, the Corporation will be a privately held corporation as the only Shareholder of the Corporation will be the Purchaser and the only holders of the Purchaser Shares will be, Sagard and the Rollover Shareholders. In addition, it is expected that the Common Shares will be delisted from the TSXV. The Corporation will apply to cease to be a reporting issuer under Securities Laws, following which the Corporation will cease to file continuous disclosure documents with Canadian securities regulatory authorities.

Will the Corporation pay dividends or buy back Common Shares before the completion of the Arrangement?

Other than the ordinary course quarterly dividend of the Corporation to be declared and paid on a quarterly basis, the Corporation does not intend and is not permitted under the Arrangement Agreement to declare or pay dividends or any other distributions (whether in cash, shares or property) or buy back Common Shares before the completion of the Arrangement.

About Tax Consequences to Shareholders

What are the tax consequences of the Arrangement to me as a Shareholder?

This Circular contains a summary of certain Canadian federal income tax considerations. Please see the discussion under "Certain Canadian Federal Income Tax Considerations". However, this summary is not intended to be legal or tax advice and you should consult with your own tax advisors as to the tax consequences of the Arrangement to you with respect to your particular circumstances.

Who to Call with Questions

Who can I contact if I have questions?

If you have any questions regarding the information contained in this Circular or need assistance voting or completing your form of proxy or voting information form, please contact the investor relations department of the Corporation by email at [email protected].

If you have any questions or require any assistance with completing your Letter of Transmittal, please contact the Depositary, by phone at (587) 885-0960 or via email at [email protected].

If you have questions about deciding how to vote, you should contact your own financial, legal, tax or other professional advisors.

INFORMATION CONCERNING THE MEETING AND VOTING

Purpose of the Meeting

The purpose of the Meeting, among other things, is for Shareholders to consider, and, if deemed advisable, to pass, with or without variation, the Arrangement Resolution (the full text of which is set forth in Appendix A) and to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

On June 5, 2025, the Corporation and the Purchaser entered into the Arrangement Agreement pursuant to which the Purchaser agreed to, among other things, acquire for a price of $2.23 in cash per Common Share all of the outstanding Common Shares, except for the Rollover Shares held by the Rollover Shareholders.

One of the conditions of the Arrangement is that Shareholders approve the Arrangement Resolution at the Meeting.

Date, Time and Place of Meeting

The Meeting will be held on August 14, 2025 at 10:00 a.m. (Eastern time) at the offices of WeirFoulds LLP located at 4100 – 66 Wellington Street West, Toronto, Ontario, M5K 1B7. Shareholders as of the Record Date and their duly appointed proxyholders will be able to attend, ask questions and vote at the Meeting following the instructions in this Circular. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

The Board has set the close of business on July 14, 2025 (the "Record Date") as the record date for determining the Shareholders who are entitled to receive notice of, and to vote at, the Meeting. Only Persons shown on the Share Register at the close of business on that date, or their proxy holders, will be entitled to vote on the Arrangement Resolution.

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by the management of the Corporation for use at the Meeting. The solicitation of proxies will be conducted primarily by mail but may also be made by phone, fax transmission or other electronic means of communication or in person by the directors, officers and employees of the Corporation. The cost of such solicitation will be borne by the Corporation. The Corporation may also reimburse Intermediaries for their reasonable charges and expenses incurred in forwarding proxy materials to non-registered Shareholders. The Corporation will not be relying on the notice-and-access delivery procedures outlined in applicable securities laws to distribute copies of proxy-related materials in connection with the Meeting.

Appointment of Proxyholders

You can attend the Meeting, or you can appoint someone else to vote for you as your proxyholder. Shareholders may appoint a proxyholder or one or more alternate proxyholders, who are not required to be Shareholders, to participate and act at the Meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Voting by proxy means that you are giving the person named on your form of proxy the authority to vote your Common Shares for you in accordance with your instructions at the Meeting or any adjournment or postponement thereof.

To be valid, proxies must be received by the Corporation's transfer agent, Computershare Trust Company of Canada, 320 Bay St, 14th Fl Toronto ON M5H 4A6, Attention: Proxy Department, no later than 10:00 a.m. (Eastern time) on August 12, 2025 (or 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed) (the "Proxy Deadline"). Late proxies may be accepted or rejected by the Chair of the Meeting at his or her discretion. The Chair of the Meeting is under no obligation to accept or reject any particular late proxy.

The persons named as proxyholders in the accompanying form of proxy or voting instruction form are directors or officers of the Corporation. Every Shareholder has the right to appoint a person or company, who need not be a Shareholder, to attend and act on his or her behalf at the Meeting, or any adjournment or postponement thereof, other than the person designated in the enclosed form of proxy. Such right may be exercised by inserting in the appropriate space on the form of proxy or voting instruction form the person or company to be appointed or by completing another form of proxy. In addition, you must (i) submit proxy voting instructions with the name of your chosen proxyholder; (ii) register your chosen proxyholder with our transfer agent, Computershare ("Transfer Agent"), by completing the online form at www.investorvote.com or by contacting the Transfer Agent at 1-866-732-VOTE (8683) (toll free in Canada and the United States) by no later than 10:00 a.m. (Eastern time) on August 12, 2025 or if the Meeting is adjourned or postponed, not later than 48 hours (excluding Saturday, Sundays and statutory holidays in the Province of Ontario) before the adjourned or postponed meeting is reconvened, and (iii) follow any additional instructions set forth in the accompanying form of proxy or voting instruction form.

The persons whose names are printed on the form of proxy or voting instruction form will vote all the Common Shares in respect of which they are appointed to act in accordance with the instructions given on the form of proxy or voting instruction form. In the absence of a specified choice in relation to the Arrangement Resolution, or if more than one choice is indicated, the Common Shares represented by the form of proxy or voting instruction form will be voted FOR the Arrangement Resolution.

Every proxy given to any person in the form of proxy or voting instruction form that accompanies the Notice of Meeting will confer discretionary authority with respect to amendments or variations to the items of business identified in the Notice of Meeting and with respect to any other matters that may properly come before the Meeting. As of the date hereof, the directors and executive officers of the Corporation know of no amendments, variations or other matters to come before the Meeting, other than the matters set forth in the Notice of Meeting.

Revocation of Proxies

A proxy may be revoked at any time by the person giving it to the extent that it has not yet been exercised. In addition to revocation in any other manner permitted by law, a Shareholder may revoke their proxy voting instructions by providing new proxy voting instructions on a form of proxy or voting instruction form with a later date, or at a later time if you are voting on the Internet or by phone. Any new voting instructions, however, will only take effect if received by our Transfer Agent by the Proxy Deadline.

A registered Shareholder may revoke their proxy voting instructions without providing new proxy voting instructions by an instrument in writing executed by the Shareholder or the Shareholder's authorized attorney at our Transfer Agent, Computershare Trust Company of Canada, 320 Bay St, 14th Fl Toronto ON M5H 4A6, Attention: Proxy Department, at any time up to and including the last business day preceding the day of the Meeting or to the Chair of the Meeting on the day of the Meeting, or any adjournment thereof, at which the proxy is to be used.

Beneficial Shareholders who hold Common Shares through an Intermediary who wish to revoke their voting instructions should contact their Intermediary for assistance. The deadline and process of their Intermediaries may differ from those described above.

A revocation of a form of proxy does not affect any matter on which a vote has been taken prior to the revocation.

How to Participate in the Meeting

The Corporation is holding the Meeting in-person, without a virtual element, at the offices of WeirFoulds LLP located at 4100 – 66 Wellington Street West, Toronto, Ontario, M5K 1B7. All Shareholders and proxyholders regardless will have an equal opportunity to participate at the Meeting. All Shareholders and proxyholders will be able to participate, submit questions and vote at the Meeting by following the instructions set forth below.

Voting

Your vote is important. Please read the information below to ensure your Common Shares are properly voted.

Each Common Share confers the right to one vote and entitles the holder thereof as of the Record Date to one vote per Common Share at the Meeting. As of the Record Date, 54,653,575 Common Shares were issued and outstanding. Only persons shown on the Share Register at the close of business on the Record Date, or their proxy holders, will be entitled to vote on the Arrangement Resolution.

How to Vote your Common Shares

Registered Shareholders

You are a “registered Shareholder” if you have a share certificate or a DRS Statement issued in your name (or the applicable book-entry made in your name) and, as a result, have your name shown on the Corporation’s Share Register maintained by our Transfer Agent.

Registered Shareholders will have received a form of proxy with their Meeting materials. Unless you are voting on the Internet or by phone, the form of proxy must be in writing and signed by the registered Shareholder, or by the registered Shareholder’s attorney duly authorized in writing or, if the registered Shareholder is a body corporate or association, by a duly authorized officer or attorney, indicating the capacity under which such officer or attorney is signing. If the form of proxy is executed by an attorney or an authorized officer, you may be asked to provide evidence of the attorney’s or authorized officer’s authority. A proxy will not be valid unless the completed form of proxy is received by our Transfer Agent, by mail: Computershare Trust Company of Canada, 320 Bay St, 14th Fl Toronto ON M5H 4A6, Attention: Proxy Department by the Proxy Deadline.

If you are a registered Shareholder, you may vote your Common Shares in the following ways:

| Online | www.investorvote.com
To vote online, Shareholders will need their control number, provided in the form of proxy. |
| --- | --- |
| Phone | Using any touch-tone phone, by calling toll-free in Canada and in the United States at 1-866-732-VOTE (8683) and following the voice instructions. |
| Mail | By completing and returning the signed form of proxy in the envelope provided to:
Computershare Trust Company of Canada, 320 Bay St, 14th Fl Toronto ON M5H 4A6, Attention: Proxy Department |

Fax	By faxing the completed and signed form of proxy to (416) 642-5660.
Scan and Email	By scanning their completed and signed form of proxy and emailing it to [email protected].
In real time	Registered Shareholders are authorized to exercise their voting rights at the Meeting.
Questions	If you have any questions or need assistance voting or completing your form of proxy, please contact investor relations department at (905) 337-2227 or by email at [email protected].

Beneficial Shareholders

You are a “non-registered Shareholder” or “beneficial owner” if your Common Shares are held on your behalf through an Intermediary. Most of the Shareholders are non-registered Shareholders.

Beneficial Shareholders should note that only a Shareholder whose name appears on the records of the Corporation as a registered holder of Common Shares or a person they appoint as a proxy (including themselves) can be recognized and vote at the Meeting. Beneficial Shareholders cannot be recognized at the Meeting for purposes of voting their Common Shares in real time or by way of depositing a form of proxy.

Applicable regulatory policy requires Intermediaries to seek voting instructions from beneficial holders of securities in advance of shareholders' meetings. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Voting instructions can generally be provided to Intermediaries by mail or, potentially, online or by phone. You need to act promptly to allow enough time for your Intermediary to receive your voting instructions and provide them to our Transfer Agent, before the Proxy Deadline.

The voting instruction form that is sent to a non-registered Shareholder by its Intermediary should contain an explanation as to how you can exercise the voting rights attached to your Common Shares. Please provide your voting instructions to your Intermediary as specified in the enclosed voting instruction form.

If you are a non-registered or beneficial Shareholder, you must follow the instructions in the voting instruction form that is provided to you in order for your Common Shares to be voted at the Meeting.

If you are a beneficial Shareholder and wish to vote at the Meeting, you must (i) appoint yourself as your chosen proxyholder instead of the directors and officers of the Corporation named as proxyholders in the form of proxy or voting instruction form you received; (ii) register yourself as your chosen proxyholder with our transfer agent, Computershare, by no later than 10:00 a.m. on August 12, 2025 or if the Meeting is adjourned or postponed, not later than 48 hours (excluding Saturday, Sundays and statutory holidays in the Province of Ontario) before the adjourned or postponed meeting is reconvened, and (iii) follow any additional instructions set forth in the accompanying form of proxy or voting instruction form.

In order to appoint yourself as your chosen proxyholder you need to print your name as your chosen proxyholder in the blank space provided for appointing a proxyholder on the voting instruction form and follow the instructions provided by your Intermediary for mailing your voting instructions. Your Intermediary

may allow you to do this online or by phone instead. Do not complete the voting section because you will vote in real time at the Meeting. You need to act promptly to allow enough time for your Intermediary to receive your instructions and to forward them to our Transfer Agent prior to the Proxy Deadline so that you can register as your proxyholder to vote at the Meeting.

As noted above, a beneficial Shareholder must first appoint itself as proxyholder and register with the Corporation's Transfer Agent in order to receive a control number for voting purposes. The beneficial Shareholder who registered with the Corporation's Transfer Agent may participate and vote at the Meeting as a proxyholder using the unique proxyholder control number for voting purposes sent by the Corporation's Transfer Agent.

Additionally, the Corporation may utilize agents who may contact beneficial Shareholders to solicit proxies on behalf of the Corporation's management, to obtain voting instructions over the telephone and relaying them to Broadridge (on behalf of the beneficial Shareholder's Intermediary). While such agents are soliciting proxies on behalf of the Corporation's management, Shareholders are not required to vote in the manner recommended by the Board. Shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this Circular. Any voting instructions provided by a Shareholder will be recorded and such Shareholder will receive a letter from Broadridge (on behalf of the Shareholder's Intermediary) as confirmation that their voting instructions have been accepted.

If you have any questions or require assistance voting or completing your voting information form, please contact the investor relations department at (905) 337-2227 or by email at [email protected].

Questions at the Meeting

The chair of the Meeting and other members of management present will answer written questions relating to matters to be voted on at the Meeting before a vote is held on each matter, if applicable. General questions will be addressed during a question-and-answer period following the conclusion of the Meeting. So that as many questions as possible are answered, Shareholders and proxyholders are asked to be brief and concise and to address only one topic per question. Multiple questions on the same topic or that are otherwise related may be grouped, summarized and answered together.

All Shareholder questions are welcome. However, we do not intend to address questions that are irrelevant to the business of the Meeting or to the Corporation's operations, are related to personal grievances, are related to non-public information about the Corporation, constitute derogatory references to individuals or that are otherwise offensive to third parties, are repetitious or have already been asked by other Shareholders, are in furtherance of a Shareholder's personal or business interest, or are out of order or not otherwise appropriate as determined by the chair or secretary of the Meeting in their reasonable judgment. The chair of the Meeting has broad authority to conduct the Meeting in an orderly manner. To ensure the Meeting is conducted in a manner that is fair to all Shareholders, the chair of the Meeting may exercise broad discretion with respect to, for example, the order in which questions are asked and the amount of time devoted to any one question.

Principal Shareholders

As of the Record Date, the authorized share capital of the Corporation consists of an unlimited number of Common Shares without par value, of which 54,653,575 Common Shares are issued and outstanding. Each Common Share confers the right to one vote and entitles the holder thereof as of the Record Date to one vote per Common Share at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, the only Shareholders who, as of the Record Date, beneficially own, or exercise control or direction over, directly or indirectly, Common Shares conferring 10% or more of the voting rights attached to the issued and outstanding Common Shares are set out in the table below:

Name of Shareholder	Number of Common Shares	Percentage of Voting Rights
Robert Sewell	17,570,587	32.15%
Stephen Meehan	6,089,778	11.14%

Other Business

The management of the Corporation does not intend to present and does not have any reason to believe that others will present, any item of business other than those set forth in this Circular at the Meeting.

RECEIPT OF FINANCIAL STATEMENTS

The directors will place before the Meeting a copy of the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2024, together with the auditors' report thereon, receipt of which by the Meeting will not constitute approval or disapproval of any matters referred to therein.

ELECTION OF DIRECTORS

The management of the Corporation is soliciting proxies, in the accompanying applicable form of proxy, for an ordinary resolution in favour of the election as directors of the following six (6) nominees: (i) Robert Sewell, (ii) Christopher Dingle, (iii) Stephen Meehan, (iv) Peter Patchet, (v) David Brown, and (vi) James Williams.

Shareholders can vote for all of the proposed directors set forth herein, vote for some of them and withhold for others, or withhold for all of them. Unless otherwise specified, the persons named in the accompanying proxy intend to vote for the election of all six (6) nominees. The management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority shall be exercised by the persons named in the enclosed form of proxy to vote the proxy for the election of any other person or persons in place of any nominee(s) unable to serve. Each director elected will hold office until the close of the next annual meeting of Shareholders following his election unless his office is earlier vacated in accordance with the by-laws of the Corporation.

The names and municipalities of residence of the persons nominated for election as directors, the approximate number of Common Shares and non-voting shares beneficially owned, directly or indirectly, or over which control or direction is exercised, by each of them, the dates on which they became directors, and their principal occupations during the preceding five years, were as follows:

Name and Residence(1)	Principal Occupation	Director Since	Number of Common Shares beneficially owned directly or indirectly or over which control or direction is exercised
Robert Sewell
Ontario, Canada	President and CEO of Lorne Park Capital Partners Inc., and CEO and Director of Bellwether Investment Management Inc.	October 30, 2013	17,570,587
Stephen Meehan(2)
Ontario, Canada	Director, Lorne Park Capital Partners Inc.	October 30, 2013	6,089,778(4)
David Brown(2)(3)
Ontario, Canada	Senior Partner of Toronto based WeirFoulds LLP	October 30, 2013	170,000(5)
Christopher Dingle(2)(3)
Ontario, Canada	Chairman, Lorne Park Capital Partners Inc. and Trustee of Glen Road Trust	October 30, 2013	315,611
James Williams(3)
Ontario, Canada	Director, Lorne Park Capital Partners Inc.	October 30, 2013	147,420
Peter Patchet(2)	Financial Consultant	April 30, 2019	102,500(6)

Name and Residence(1)	Principal Occupation	Director Since	Number of Common Shares beneficially owned directly or indirectly or over which control or direction is exercised
Ontario, Canada

Notes:
(1) All of our directors have been appointed to hold office until the next annual meeting of shareholders or until their successor is duly elected or appointed, unless their office is earlier vacated.
(2) Member of our audit committee. Peter Patchet is Chair.
(3) Member of our compensation and corporate governance committee. Christopher Dingle is Chair.
(4) JDI Bancorp Inc., a company controlled by Mr. Meehan, owns 5,254,415 Common Shares and EWA Holdings Corp., a company controlled by Mr. Meehan, owns 5,000 Common Shares.
(5) Keiller Capital, a business style of Mr. Brown, owns 170,000 Common Shares.
(6) 2615054 Ontario Inc., a company controlled by Mr. Patchet, owns 102,500 Common Shares.

Robert Sewell

Mr. Sewell has over 30 years of experience in the discretionary investment management and brokerage business. Prior to founding Bellwether Investment Management Inc. ("Bellwether"), he led the TD Bank's discretionary investment management division. Under Mr. Sewell's leadership, TD Private Investment Counsel grew from $8 billion to $15 billion in assets under management.

Mr. Sewell has been responsible for managing and building a wide range of Wealth Management businesses including establishing the Royal Bank's financial planning group; a private fund family; creating an offshore investment program; a Barbados chartered Bank that provided family office services; and a client base with responsibility for global equities and fixed income management. In each case, Mr. Sewell has focused on serving the needs of affluent families in Canada and internationally.

Mr. Sewell founded Bellwether in 2009 with the objective of building a national, independent discretionary portfolio manager to better serve the needs of affluent families across North America. He is a CFA charterholder, CPA, CMA and CFP, all of which he utilizes as a member of Bellwether's Investment Committee, in the management of his clients' portfolios and his leadership of Bellwether and Lorne Park Capital Partners Inc.

Stephen Meehan

Mr. Meehan has over 30 years in the financial services arena. Prior to joining the Corporation, Mr. Meehan served as CEO of Investment Planning Counsel ("IPC"), a firm he co-founded in 1996 and built to $18 billion in client assets at the time of his departure in 2010. Mr. Meehan built the firm through a series of acquisitions, recruiting and organic growth. A key element of that strategy was the creation of a public vehicle utilizing IPC as the qualifying transaction in June 1999. That started the firm on an acquisition strategy that eventually led to the firm being sold to IGM Financial in 2004 for total equity consideration of $130 million. Mr. Meehan agreed to stay on as CEO and continued to grow the company until 2010 when he stepped down to pursue other interests. Mr. Meehan also previously served as Chairman of the Board of the Pinball Clemons Foundation, a charitable organization that empowers youth through education by bringing them from the margins to the mainstream.

David S. Brown

Mr. Brown is a senior partner in the Corporate Department of Toronto based WeirFoulds LLP, one of Canada's leading law firms. Mr. Brown practices in the areas of Corporate Law, Mergers and Acquisitions, and Corporate Finance. He handles all manners of M&A and Private Equity transactions with an emphasis on private company sales and divestitures in the middle-market and the Canadian component of institutional fund purchases and divestitures. Mr. Brown was the founding President and is a past Director of the Private Capital Markets Association of Canada, a past Director of Angel Investors Ontario, a Director of Chicane

Capital 1 Corp., and has also served in the past as a Director of a number of other public, private and not-for-profit corporations including The Pinball Clemons Foundation, Make-A-Wish Canada and The Empire Club of Canada.

Christopher Dingle

Mr. Dingle is a graduate of Osgoode Hall Law School (1970) with many years of business experience in the real estate and financial services industries. He was CEO of RealFund, Canada's first Real Estate Investment Trust (REIT). He was also a founding director and President of IPC Financial Network Inc., a consolidator of mutual fund broker/dealers that attracted over seven hundred financial planners across Canada. Mr. Dingle was a director of the Canadian Institute of Public Real Estate Companies (CIPREC) and served on boards of private and publicly listed companies including Royal LePage Ltd., Delta Hotels Ltd., RealFund, Toronto College Street Centre Ltd., Canlea Ltd. and IPC Financial Network Inc. He currently serves as a Trustee of Glen Road Trust and is Chairman of the Board of Directors of Lorne Park Capital Partners Inc.

James Williams

Mr. Williams is a Canadian telecom entrepreneur, and philanthropist, starting in the telecom industry over 40 years ago, in 1981, as one of the original founders of start-up TIE Communications, which was one of Canada's fastest growing telecom equipment manufacturers. TIE Communications grew from a start-up of under 10 employees into a $150 million a year public company in 5 years. Tie Communications was sold in 1988, and Mr. Williams stayed on as Vice President of Sales until January 1992, when he left to found Williams Telecommunications Corp. in February 1992.

Williams Telecommunications Corp., headquartered in Mississauga, Ontario, was recognized as a premier independent worldwide distributor of telecommunications equipment and supplier of information and customer service. In 1998, Mr. Williams purchased Dakota Technologies based in Mississauga, Ontario. Dakota Technologies was a factory repair and remanufacturing facility for telecommunications products. Dakota Technologies developed a world-class state-of-the-art facility featuring advanced technology at every workstation.

Mr. Williams is currently retired. A noted philanthropist and an active member of the community, Mr. Williams inspires other business leaders to view social corporate responsibility not as an obligation but as an opportunity, to realize their potential for giving back. Mr. Williams has donated generously not only financially but has participated in numerous fund-raising events, contributing his time for a wide variety of successful events that have not only raised awareness but also tens of millions of dollars, including approximately 25 million dollars for The Sick Children's Hospital Foundation.

In addition, Mr. Williams has served as a director on the boards of numerous charities, such as Credit Valley Hospital Foundation, Rush Philanthropic, and JYD Children's Charity. Mr. Williams has also been involved in many trade and industry associations including YPO - Young Presidents Organization, and WPO - World Presidents Organization.

Peter Patchet

Prior to retiring in 2015, Mr. Patchet was employed at Andrew Peller Limited for twenty years, the latter fifteen years of which as the Chief Financial Officer and Executive Vice President, Human Resources. Prior to that, he worked for Vincor International Inc. and John Labatt Limited. Mr. Patchet has served on the boards of Meridian Credit Union as chair of the Human Resource Committee, CAA Niagara as chair of the Executive Compensation and Executive Search Committees, the Niagara Health System Foundation as chair of the Audit Committee, Lookout Point Golf Club serving as President and chair of the Audit Committee, and the Victorian Order of Nurses. Mr. Patchet is a Chartered Professional Accountant and graduated with an Honours BA in business administration from the Richard Ivey School of Business at the University of Western Ontario.

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Except as noted below, none of the proposed directors is, as at the date hereof, or has been, within ten (10) years prior to the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that: (i) while that person was acting in that capacity was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than thirty (30) consecutive days; (ii) was subject to a cease trade order or similar order or any order that denied the relevant company access to an exemption under securities legislation, that was in effect for a period of more than thirty (30) consecutive days that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or (iii) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to the 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. Mr. Williams was the President and CEO of Williams Telecommunications Corp. over which a Receiver and Manager was appointed pursuant to a Court Order under the Bankruptcy and Insolvency Act dated May 19, 2022. The receivership was concluded in May 2023.

None of the proposed directors has, within the ten (10) years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his assets.

None of the proposed directors is, at the date hereof, or has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would be considered important to a reasonable security-holder in deciding whether to vote for a proposed director.

DIRECTORS' AND OFFICERS' COMPENSATION

The Corporation's Statement of Executive Compensation, in accordance with the requirements of Form 51-102F6V – Statement of Executive Compensation – Venture Issuers, is set forth below, which contains information about the compensation paid to, or earned by, the Corporation's Chief Executive Officer and Chief Financial Officer and each of the other three most highly compensated executive officers of the Corporation earning more than CND$150,000 in total compensation (the "Named Executive Officers" or "NEOs") during the Corporation's last two most recently completed financial years. For the year-ended December 31, 2024, the Named Executive Officers of the Corporation are Robert Sewell, President and Chief Executive Officer, Carlo Pannella, Chief Financial Officer and Craig Ellis, Vice President and Portfolio Manager of Bellwether Investment Management Inc.

Compensation Policy

The Corporation's compensation and corporate governance committee (the "Compensation and Corporate Governance Committee") exercises general responsibility regarding overall employee and executive compensation. It also determines the total compensation of the Chief Executive Officer, subject to approval by the board of directors. The Compensation and Corporate Governance Committee meets at least annually with the Chief Executive Officer to review other employees' salaries, and those salaries are also reviewed with the board of directors as part of the annual budget review.

The Compensation and Corporate Governance Committee consists of three members, Messrs. Dingle (Chair), Williams, and Brown. Messrs. Dingle, Williams and Brown are independent members. The Compensation and Corporate Governance Committee reviews compensation paid to directors and officers of companies of similar business, size and stage of development and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended

by the directors and senior management while taking into account the financial and other resources of the Corporation. No specific benchmarking policy is in place for determining compensation or any element of compensation.

In performing its duties, the Compensation and Corporate Governance Committee has the authority to engage such advisors, including executive compensation consultants, as it considers necessary. In 2022, the Corporation retained an executive compensation consultant to provide information and analysis to assist the Committee in its recommendations with respect to the compensation of senior executives of the Corporation.

The Corporation does not have a policy that would prohibit a NEO or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. However, management is not aware of any NEO or director purchasing such an instrument.

The Corporation's compensation policies are founded on the principle that executive and employee compensation should be consistent with shareholders' interests and therefore the compensation strategy is significantly weighted towards a share ownership compensation strategy. The objectives of the Corporation's compensation program are to attract and retain a high-quality management and employee team and to motivate performance by tying a significant portion of the compensation to enhancement in Common Share value and to encourage all employees to become significant shareholders. Any director, who is also an executive officer, is excused from the Compensation and Corporate Governance Committee and directors' meetings during any discussion on his compensation. The Corporation pays salaries at or slightly below the median of our industry peers. In assessing comparability, the Compensation and Corporate Governance Committee reviewed total revenue and the number of employees of various other organizations relative to the Corporation. The Corporation does not have a pension plan or other form of formal retirement compensation. The Corporation's compensation plan consists of base salary, bonuses and stock options.

The compensation of employees, including executive officers, is consistent with the above policies.

Compensation Risk

The Corporation has not adopted a formal policy on compensation risk management nor has it engaged an independent compensation consultant. The Corporation recognizes that there may be risks in its current processes but given the size and number of executives dedicated on a full-time basis, the Corporation does not believe the risks to be significant.

The Corporation has a Compensation and Corporate Governance Committee, consisting of three independent members of the board of directors, to assist the board of directors in discharging its duties relating to compensation of the Corporation's directors and senior officers. The board of directors believe that the executive compensation program of the Corporation should not raise its overall risk profile. Accordingly, the Corporation's executive compensation programs include safeguards designed to mitigate compensation risks. The following measures impose appropriate limits to avoid excessive or inappropriate risk taking or payments:

discretionary bonus payments are recommended to the board of directors by the Compensation and Corporate Governance Committee based on annual performance reviews;
stock option vesting and option terms of up to ten (10) years discourages excessive risk-taking to achieve short-term goals; and
implementation of trading blackouts limit the ability of directors and senior officers to trade in securities of the Corporation.

Inappropriate and excessive risks by executives are also mitigated by regular meetings of the board of directors, at which, activity by the executives must be approved by the board of directors if such activity is outside previously board-approved actions and/or as set out in a board-reviewed budget. Given the current composition of the Corporation's executive management team, the board of directors and the Compensation and Corporate Governance Committee are able to closely monitor and consider any risks which may be associated with the Corporation's compensation practices. Risks, if any, may be identified and mitigated through regular board of directors' meetings during which financial and other information of the Corporation are reviewed, including executive compensation.

Base Salaries

To date, the Corporation's policy is that salaries for the Corporation's executive officers shall be below the median of salaries paid among industry peer companies, using such criteria as revenue, assets, cash flow and number of employees. The salary of the Corporation's Chief Executive Officer and Chief Financial Officer has been set below the salary levels paid among industry peers in recognition of the early phase of the Corporation. For the remainder of the Corporation's employees, salaries are competitive within our industry and generally set at the median salary level among companies our size. Salaries of the Corporation's executive officers, including that of the Chief Executive Officer, are reviewed annually.

Short-Term Incentive Plan Compensation – Bonuses

The Short-Term Incentive Plan Compensation consists of an annual cash bonus based on a mix of corporate and individual objectives. The purpose of including performance-based incentive compensation, in the form of annual cash bonuses, as part of the total compensation paid to the Corporation's executive officers is to create a link between pay and performance to encourage and reward those individuals' contributions in producing strong results and to focus its senior management to work as a team on overall corporate results and strategic initiatives. The maximum annual performance bonus an executive officer will be eligible to receive will be expressed as a percentage of their annual base salary.

Long Term Incentive Compensation – Stock Options and Employee Stock Savings Plan

Long-term incentives under the Corporation's Employee Stock Savings Plan and Stock Option Plan awards are intended to align the interests of the Corporation's executive officers and employees with those of the Corporation Shareholders by linking a portion of compensation to the performance of the Corporation Shares and to assist in employee retention through time-based vesting provisions.

Employee Stock Savings Plan

The Corporation's shareholders approved an Employee Stock Savings Plan (the "ESSP") at its annual and special meeting in 2021. The aggregate number of common shares of the Corporation reserved for issuance under the ESSP shall not exceed 2,000,000 Common Shares, provided, however, the number of Common Shares reserved for issuance under the ESSP and pursuant to all other security based compensation arrangements of the Corporation, including the Stock Option Plan, shall, in the aggregate, not exceed 20% of the number of Common Shares.

The purpose of the ESSP is to make available to employees of the Corporation a voluntary means of saving and investing for retirement and of acquiring, through regular payroll deductions and matched contributions by the Corporation and/or an affiliate thereof, Common Shares so that employees can benefit from the growth in the value of the Corporation. Participating employees may elect to contribute through a Retirement Savings Plan, a Tax-Free Savings Account, or a combination of both.

Employees may contribute, by way of payroll deductions, for investment under the ESSP, an amount of their qualified earnings up to a maximum of 5%. If an employee's qualified earnings change, the payroll deduction will be automatically changed accordingly. An employee may choose to allocate all or a portion of their contributions towards the acquisition of Common Shares. The Corporation and/or an affiliate thereof

shall contribute an amount of funds on behalf of an employee to the ESSP equal to the employee's contributions up to a maximum of $5,000 per annum. Corporation contributions shall only be used to acquire Common Shares.

The Corporation has designated Bellwether Investment Management Inc. to act as trustee (the "Trustee") of the ESSP. The Trustee will open and maintain accounts in the names of the participating employees, and, if applicable, manage any of their other investments according to their Discretionary Investment Management Account Agreement, which all employees will have to complete in order to participate in the ESSP.

The Corporation will direct the Trustee to use the employee contributions that an employee has chosen to allocate towards the acquisition of Common Shares and the matching Corporation contributions to purchase common shares from treasury of the Corporation. The purchase price per Common Shares will be the lesser of:

I. the closing market price of the Common Shares traded on the TSXV on the previous business day; and
II. the greater of:
a. the trailing 30 day volume weighted average price of the Common Shares traded on the TSXV; and
b. 85% of the closing market price of the Common Shares traded on the TSXV on the previous business day.

The Corporation, in its sole discretion, shall determine the timing of the treasury issuance which will be dependent on various factors, including the aggregate amount of funds available for the purchase of common shares.

Common Shares issued to a participating employee under the ESSP may be subject to a four-month resale restriction imposed by the TSXV. In addition to the hold period imposed by TSXV, on Common Shares purchased with employer contributions, the Corporation has imposed a twelve-month hold period following receipt of the Common Shares in the account of a participating employee, during which such Common Shares may not be sold, transferred or withdrawn, subject to certain exceptions.

No further Common Shares will be issued under the ESSP. Until the Effective Time, any contributions made by employees of the Corporation and associated matching by the Corporation will continue to be managed by the Trustee in accordance with the other terms of the ESSP. The Corporation and the Purchaser intend to amend the ESSP following the Effective Time to remove the option to purchase Common Shares of the Corporation thereunder.

The full text of the ESSP will be available for review at the Meeting and will be supplied free of charge to shareholders upon written request made directly to the Corporation at its registered head office.

Stock Option Plan

Details of the Stock Option Plan are described below under "Approval of the Corporation's Stock Option Plan".

Director and Named Executive Officer Compensation

The following table (presented in accordance with National Instrument Form 51-102F6V – Statement of executive Compensation – Venture Issuers) sets forth all annual and long-term compensation for services paid to or earned by each NEO and director for the two most recently financial years ended December 31, 2023 and 2024. Unless otherwise noted, salaries for the Named Executive Officers are paid in Canadian dollars.

Table of Compensation excluding Compensation Securities

Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation(1) ($)	Total compensation ($)
Robert Sewell
President, Chief Executive Officer and Director	2023
2024	523,844
573,048	339,800
400,000	Nil
Nil	Nil
Nil	5,000
5,000	868,644
978,048
Stephen Meehan
Director	2023
2024	168,944
100,000	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	168,944
100,000
David Brown(3)
Director	2023
2024	Nil
Nil	Nil
Nil	15,000 (2)
21,500 (2)	Nil
Nil	Nil
Nil	15,000 (2)
21,500 (2)
Christopher Dingle(3)
Chairman and Director	2023
2024	Nil
Nil	Nil
Nil	109,000
171,000	Nil
Nil	Nil
Nil	109,000
171,000
James Williams
Director	2023
2024	Nil
Nil	Nil
Nil	13,250
5,500	Nil
Nil	Nil
Nil	13,250
5,500
Peter Patchet(3)
Director	2023
2024	Nil
Nil	Nil
Nil	21,000
32,500	Nil
Nil	Nil
Nil	21,000
32,500
Carlo Pannella
Chief Financial Officer	2023
2024	265,000
280,000	119,500
130,000	Nil
Nil	Nil
Nil	5,000
5,000	389,500
415,000
Craig Ellis
Vice President and Portfolio Manager, Bellwether	2023
2024	510,060
541,239	78,000
85,000	Nil
Nil	Nil
Nil	4,992
4,992	593,052
631,231

Notes:
(1) Employer portion of contribution to Employee Stock Savings Plan.
(2) Mr. Brown waived payment of committee and meeting fees in the amount of $15,000 during the financial year ended December 31, 2023 and waived $9,500 during the financial year ended December 31, 2024.
(3) Includes payment received from the Corporation for duties performed as members of the Special Committee in 2024.

Stock Options and Other Compensation Securities

The following table sets forth all compensation securities granted or issued to each NEO and directors by the Corporation in the financial year ended December 31, 2024 for services provided directly or indirectly to the Corporation.

Compensation Securities

Name and position	Type of compensation security	Number of compensation securities, number of underlying	Date of issue or grant	Issue, conversion or exercise price	Closing price of security or underlying security on	Closing price of security or underlyi	Expiry Date

		securities, and percentage of class (#)		($)	date of grant ($)	ng security at year end ($)
Robert Sewell President, Chief Executive Officer and Director	Options	175,000	June 21, 2024	$1.50	$1.50	$1.35	June 21, 2034
Stephen Meehan Director	Options	50,000	June 21, 2024	$1.50	$1.50	$1.35	June 21, 2034
David Brown Director	Options	30,000	June 21, 2024	$1.50	$1.50	$1.35	June 21, 2034
Christopher Dingle Director	Options	75,000	June 21, 2024	$1.50	$1.50	$1.35	June 21, 2034
James Williams Director	Options	20,000	June 21, 2024	$1.50	$1.50	$1.35	June 21, 2034
Peter Patchet Director	Options	35,000	June 21, 2024	$1.50	$1.50	$1.35	June 21, 2034
Carlo Pannella Chief Financial Officer	Options	50,000	June 21, 2024	$1.50	$1.50	$1.35	June 21, 2034
Craig Ellis Vice President and Portfolio Manager, Bellwether	Options	50,000	June 21, 2024	$1.50	$1.50	$1.35	June 21, 2034

Exercise of Compensation Securities by Directors and NEOs

The following table discloses each exercise by a director or NEO of compensation securities during the financial year ended December 31, 2024.

Name and Position	Type of compensation security	Number of underlying securities exercised (#)	Exercise price per security ($)	Date of Exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Robert Sewell President, Chief Executive Officer and Director	Options	Nil	N/A	N/A	N/A	N/A	N/A
Stephen Meehan Director	Options	Nil	N/A	N/A	N/A	N/A	N/A
David Brown Director	Options	Nil	N/A	N/A	N/A	N/A	N/A

| Christopher Dingle
Director | Options | Nil | N/A | N/A | N/A | N/A | N/A |
| --- | --- | --- | --- | --- | --- | --- | --- |
| James Williams
Director | Options | N/A | N/A | N/A | N/A | N/A | N/A |
| Peter Patchet
Director | Options | 20,000 | 0.60 | May 14, 2024 | 1.25 | 0.65 | 13,000 |
| | | 25,000 | 0.75 | May 14, 2024 | 1.25 | 0.50 | 12,500 |
| Carlo Pannella
Chief Financial Officer | Options | N/A | N/A | N/A | N/A | N/A | N/A |
| Craig Ellis
Vice President and
Portfolio Manager,
Bellwether | Options | Nil | N/A | N/A | N/A | N/A | N/A |

Securities authorized for issuance under equity compensation plans

The following table summarizes the securities issued and authorized under the Corporation's equity compensation plans as at December 31, 2024.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders(1)	3,767,500	$0.98	1,697,858(1),(2)
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Totals	3,767,500	$0.98	1,697,858

Notes:
(1) Outstanding pursuant to the Stock Option Plan. See "Approval of the Corporation's Stock Option Plan".
(2) Based on 54,653,575 Common Shares issued and outstanding as at December 31, 2024.

Employment Contracts

Robert Sewell

Mr. Sewell entered into an employment agreement with the Corporation effective April 1, 2013 (the "Sewell Employment Agreement") pursuant to which Mr. Sewell serves as the Chief Executive Officer of the Corporation. The Sewell Employment Agreement was subsequently amended by approvals from the Compensation and Corporate Governance Committee. The base salary of Mr. Sewell is currently $430,000, with an eligibility to an annual bonus of up to $400,000 upon achievement of various financial targets. In addition, Mr. Sewell earns commissions of 20% of the revenues generated by his direct client base.

The Sewell Employment Agreement may be terminated by Mr. Sewell upon sixty (60) days written notice to the Corporation. The Corporation may terminate the Sewell Employment Agreement at any time without cause or upon the disability or death of Mr. Sewell by: (a) providing Mr. Sewell with a termination payment equal to twenty-four (24) months Revised Base Salary, plus (b) an amount equal to all incentive payments earned by Mr. Sewell in the financial year immediately preceding termination, while (c) all benefits shall continue for eighteen (18) months following termination. In the event that Mr. Sewell is terminated or resigns within twelve (12) months following a change of control of the Corporation, Mr. Sewell is entitled to: (a)

twenty-four (24) months Revised Base Salary, (b) an amount equal to two times all incentive payments earned by Mr. Sewell in the financial year immediately preceding termination, and (c) all benefits shall continue for twenty-four (24) months following termination.

Stephen Meehan

Mr. Meehan entered into an employment agreement with the Corporation effective April 1, 2013 (the "Meehan Employment Agreement") pursuant to which Mr. Meehan served as the Chairman of Bellwether Investment Management Inc. Mr. Meehan resigned as the Chairman of Bellwether on March 1, 2023 but continues to provide business development consulting services. The Meehan Employment Agreement was subsequently amended by approvals from the Compensation and Corporate Governance Committee. The base salary of Mr. Meehan is currently $75,000, with an eligibility to an annual bonus of up to $75,000 upon achievement of various financial targets.

The Meehan Employment Agreement may be terminated by Mr. Meehan upon sixty (60) days written notice to the Corporation. The Corporation may terminate the Meehan Employment Agreement at any time without cause or upon the disability of death Mr. Meehan by: (a) providing Mr. Meehan with a termination payment equal to twenty-four (24) months Revised Base Salary; plus (b) an amount equal to all incentive payments earned by Mr. Meehan in the financial year immediately preceding termination, while (c) all benefits shall continue for eighteen (18) months following termination. In the event that Mr. Meehan is terminated or resigns within twelve (12) months following a change of control of the Corporation, Mr. Meehan is to: (a) twenty-four (24) months Revised Base Salary; (b) an amount equal to two times all incentive payments earned by Mr. Meehan in the financial year immediately preceding termination; and (c) all benefits shall continue for twenty-four (24) months following termination.

Carlo Pannella

Mr. Pannella entered into an employment agreement with the Corporation effective May 18, 2016 (the "Pannella Employment Agreement") pursuant to which Mr. Pannella serves as the Chief Financial Officer of the Corporation. The base salary of Mr. Pannella is currently $310,000, with an eligibility to an annual bonus of up to 50% of his base salary.

The Pannella Employment Agreement may be terminated by Mr. Pannella upon four (4) weeks written notice to the Corporation. The Corporation may terminate the Pannella Employment Agreement at any time without cause by providing Mr. Pannella with a termination payment equal to the greater of six (6) months base salary and the minimum notice to which Mr. Pannella would be entitled under the Employment Standards Act.

Directors

Compensation for the directors consists of the following elements:

An annual fee of $15,000 cash and 25,000 Options for each of the Audit Committee chair, the Compensation and Corporate Governance Committee chair, and the Board chair;
$1,000 for each board of directors meeting attended in person and $750 for each board of directors meeting attended by telephone or other electronic means;
individual committee meeting fee of $1,000 (unless such meeting is held on the same day as a meeting of the board of directors, in which case no separate fee will be payable for attendance at a committee meeting);
A monthly fee of $5,000 to the chair or the Special Committee and a monthly fee of $4,000 to members of the Special Committee; and

additional grants of Options pursuant to the Stock Option Plan, at the discretion of the board of directors.

In addition to the foregoing, the directors are entitled to receive reimbursement of reasonable out-of-pocket expenses incurred by them to attend board and committee meetings

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Corporate governance relates to the activities of the board of directors, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the board of directors and who are charged with the day-to-day management of the Corporation. The board of directors is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making.

Board of Directors

The board of directors facilitates its exercise of independent supervision over the Corporation's management through frequent discussions with management and regular meetings of the board of directors. Four (4) of the six (6) of the members of the Corporation's board of directors are independent as described below.

Messrs. Dingle, Williams, Patchet and Brown are "independent" (as that term is defined in National Instrument 58-101 – Disclosure of Corporate Governance Practices) directors of the Corporation in that they are free from any interest and any business or other relationship which could or could reasonably be perceived to, materially interfere with the directors' ability to act in the best interests of the Corporation, other than the interests and relationships arising from shareholdings. Messrs. Sewell and Meehan are officers of the Corporation, and are therefore not "independent".

Directorships

The directors do not currently act for any other reporting issuers.

Orientation and Continuing Education

While the Corporation does not have formal orientation and training programs, new directors are provided with access to publicly filed documents of the Corporation, management reports, internal financial information, and management and technical experts and consultants.

Ethical Business Conduct

The board of directors has not adopted guidelines or attempted to quantify or stipulate the steps to encourage and promote a culture of ethical business conduct but does promote ethical business conduct through the nomination of board members it considers ethical, through avoiding or minimizing conflicts of interest, and by having a sufficient number of its independent board members address all corporate matters which rightly fall before a board of directors of a public corporation.

The board of directors has found that the fiduciary duties placed on individual directors by the Corporation's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the board of directors in which the director has an interest have been sufficient to ensure that the board of directors operates independently of management and in the best interests of the Corporation.

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person

would exercise in comparable circumstances, and disclose to the board of directors the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. In any situation where a director has an interest in a material contract or material transaction, such director will abstain from voting on such matters.

Nomination of Directors

The Corporation does not have a nominating committee, and these functions are currently performed by the board of directors as a whole. A formal nomination process has not been adopted. The nominees are generally chosen as a result of recruitment efforts by the board members, including both formal and informal discussions with members of the board.

Compensation

The Corporation's Compensation and Corporate Governance Committee assists the board of directors in determining the compensation payable to directors and officers of the Corporation. Please see below description of the Compensation and Corporate Governance Committee for more information.

Board Committees

The board of directors has two committees: the Audit Committee and the Compensation and Corporate Governance Committee.

Compensation and Corporate Governance Committee

To determine compensation payable, the Compensation and Corporate Governance Committee consisting of Messrs. Dingle (Chair), Williams and Brown review compensation paid to directors and officers of companies of similar business, size and stage of development and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Corporation. Each member of the Compensation and Corporate Governance Committee is an independent member. No specific benchmarking policy is in place for determining compensation or any element of compensation.

Further information regarding the Compensation and Corporate Governance Committee's responsibilities, powers and operation of the Compensation and Corporate Governance Committee are set out above under the section entitled "Compensation Policy".

The Corporation believes that each of the members of the Compensation and Corporate Governance Committee possess the skills and experiences that enable the member to make decisions on the suitability of the compensation policies and practices of the Corporation as set out below.

Christopher Dingle

James Williams

David S. Brown

Assessments

The board of directors monitors the adequacy of information given to directors, communication between the board of directors and management and the strategic direction and processes of the board of directors and its committees to satisfy itself that the board of directors, its committees and its individual directors are performing effectively.

AUDIT COMMITTEE

Mandate

The Audit Committee will oversee the accounting and financial reporting practices and procedures of the Corporation, and the audits of the Corporation's financial statements. The principal responsibilities of the Audit Committee include: (i) overseeing the quality and integrity of the internal controls and accounting procedures of the Corporation, including reviewing the Corporation's procedures for internal control with

the Corporation's auditor and chief financial officer; (ii) reviewing and assessing the quality and integrity of the Corporation's annual and quarterly financial statements and related management discussion and analysis, as well as all other material continuous disclosure documents, such as the Corporation's annual information form, if required; (iii) monitoring compliance with legal and regulatory requirements related to financial reporting; (iv) reviewing and approving the engagement of the auditor of the Corporation and independent audit fees; (v) reviewing the qualifications, performance and independence of the auditor of the Corporation, considering the auditor's recommendations and managing the relationship with the auditor, including meeting with the auditor as required in connection with the audit services provided by the Corporation; (vi) assessing the Corporation's financial and accounting personnel; (viii) reviewing the Corporation's risk management procedures; (ix) reviewing any significant transactions outside the Corporation's ordinary course of business and any pending litigation involving the Corporation; and (x) examining improprieties or suspected improprieties with respect to accounting and other matters that affect financial reporting.

Composition

The Audit Committee is comprised of Peter Patchet, David Brown, Christopher Dingle and Stephen Meehan, with Peter Patchet being the chair of the committee. Each member of the Audit Committee is financially literate within the meaning of NI 52-110 and Peter Patchet and Christopher Dingle are independent within the meaning of NI 52-110.

Meetings

The Chairman of the Audit Committee, in consultation with the Audit Committee members, shall determine the schedule and frequency of the Audit Committee meetings provided that the Audit Committee will meet at least four (4) times in each fiscal year and at least once in every fiscal quarter. The Audit Committee shall have the authority to convene additional meetings as circumstances require. A schedule for each of the meetings will be disseminated to members of the Audit Committee prior to the start of each fiscal year. A detailed agenda for each meeting will be disseminated to members of the Audit Committee as far in advance of each meeting as is practicable.

Relevant Education and Experience

Peter Patchet

David S. Brown

for-profit corporations including The Pinball Clemons Foundation, Make-A-Wish Canada and The Empire Club of Canada.

Christopher Dingle

Stephen Meehan

Audit Committee Charter - Responsibilities and Duties

The Corporation's Audit Committee Charter is attached hereto as Appendix G.

Reporting

The Audit Committee shall report its deliberations and discussions regularly to the board of directors and shall submit to the board of directors the minutes of its meetings.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the board of directors.

Reliance on Certain Exemptions

Since the commencement of the Corporation's most recently completed financial year, the Corporation has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed five percent (5%) of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Pre-Approval Policies and Procedures

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the board of directors, and where applicable by the Audit Committee, on a case by case basis.

External Auditor Service Fees

The aggregate fees charged to the Corporation by the external auditors for last fiscal year is as follows:

Nature of Services	Fees paid to external auditors during financial year ended
	December 31, 2023 ($)	December 31, 2024 ($)
Audit Fees(1)	155,000	189,750
Audit-Related Fees(2)	Nil	Nil
Tax Fees(3)	26,340	50,960
All Other Fees(4)	Nil	Nil
Total	181,340	240,710

Notes:

(1) Includes fees billed for professional services rendered by the auditor for the audit of the Corporation's annual financial statements, and any reviews of the Corporation's unaudited interim financial statements.
(2) Includes fees billed for professional services rendered by the auditor consisting of employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews, review of subsidiary financials, and audit or attestation services not required by legislation or regulation.
(3) Includes fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
(4) No other fees were billed by the auditor of the Corporation other than those listed in the other rows.

Exemptions

The Corporation is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Corporation, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

APPOINTMENT OF AUDITORS

Management is soliciting proxies from holders of common shares, in the accompanying applicable form of proxy, in favour of the appointment of the firm of MNP LLP as the Corporation's auditors, to hold office until the next annual meeting of the shareholders and to authorize the directors to fix their remuneration as such. MNP LLP has been the Corporation's auditors since October 28, 2019.

APPROVAL OF THE CORPORATION'S STOCK OPTION PLAN

The TSXV requires all listed companies with a ten percent (10%) rolling stock option plan to obtain annual shareholder approval of such plan. Shareholders will be asked at the Meeting to vote on a resolution to approve, for the ensuing year, the Stock Option Plan.

The Stock Option Plan authorizes the issuance of up to ten percent (10%) of the issued and outstanding Common Shares from time to time on a "rolling" basis pursuant to the terms of such plan and the policies of the TSXV. The number of Common Shares subject to each award, the exercise price, the expiry time, the extent to which such award is exercisable and other terms and conditions relating to such awards will be determined by the board of directors or the Compensation and Corporate Governance Committee (as defined below). No participant will be granted awards in any single calendar year with respect to more than five percent (5%) of the Common Shares. If, and to the extent, awards granted under the plan terminate,

expire, cancel, or are forfeited without being exercised and/or delivered, the Common Shares subject to such awards again will be available for grant under the Stock Option Plan.

The Stock Option Plan has been amended to permit the Option holder, if they so choose, to exercise their Options by way of cashless exercise, which includes "exercise funded by loan" and "net exercise" methods. Exercise funded by loan permits the Option holder to purchase Common Shares awarded under the Stock Option Plan using money loaned to them from a brokerage firm rather than funding the exercise with their own personal funds. Payment and delivery of Common Shares under the exercise funded by loan option would be as follows: (i) a brokerage firm loans the aggregate exercise price to the Option holder (the "Loan"); (ii) the Corporation issues the Common Shares then being purchased pursuant to the exercise of the Option and deposits the Common Shares with the brokerage firm; (iii) the brokerage firm then sells a sufficient number of those Common Shares on behalf of the Option holder to generate net cash sale proceeds to repay the Loan; and (iv) the net cash sale proceeds are applied in full repayment of the Loan to the brokerage firm and the Option holder is entitled to receive any remaining balance of the net cash sale proceeds and the balance of the Common Shares.

Net exercise permits the Options holder to surrender or terminate their right to purchase a certain number of Common Shares pursuant to their Options in order to satisfy the payment required by exercising their Options. Without paying any cash, upon exercise, the Option holder will receive Common Shares with a total aggregate value equal to the difference between the exercise price of their Options and the volume weighted average price of the Common Shares.

Option holders will be able to select their desired method of exercise by checking the appropriate box on their exercise notice.

Awards under the Stock Option Plan are non-assignable and non-transferable although they are assignable to and may be exercisable by a participant's legal heirs, personal representatives or guardians in certain cases. Upon written notice from a participant, any award that might otherwise be granted to that participant will be granted, in whole or in part, to a registered retirement savings plan or a holding company established by and for the sole benefit of the participant.

The exercise price of any Options granted under the Stock Option Plan shall be the market price of the Common Shares, being the closing price of the Common Shares on the stock exchange or other market on which the Common Shares are then listed or quoted on the date immediately before the date on which the Options are granted or such other minimum price as is permitted by such stock exchange or market in accordance with its policies from time to time. The board of directors or the Compensation and Corporate Governance Committee may determine the option term for each Option; provided, however, that the exercise period of any Options may not exceed ten (10) years from the date of grant. Vesting for each Option will also be determined by the Compensation and Corporate Governance Committee.

If prior to the exercise of an Option, the holder ceases to be a director, officer, employee or consultant, the Option shall be limited to the number of Common Shares purchasable by him immediately prior to the time of his cessation of office or employment and he shall have no right to purchase any other Common Shares. Options must be exercised within ninety (90) days of termination of employment or cessation of position with the Corporation, provided that if the cessation of office, directorship, consulting arrangement or employment was by reason of death or disability, the Option must be exercised within one year of termination or cessation, subject to earlier expiry pursuant to the specified expiry date.

As of the date of this Circular, the number of Common Shares remaining available for issuance under the Stock Option Plan is 1,697,858.

The full text of the Stock Option Plan will be available for review at the Meeting and will be supplied free of charge to Shareholders upon written request made directly to the Corporation at its registered head office.

Shareholders will be asked at the Meeting to consider and, if thought advisable, ratify the Stock Option Plan, by means of an ordinary resolution of Shareholders.

The proposed resolution Shareholders will be asked to approve is set forth below:

“BE IT RESOLVED THAT:

the Stock Option Plan is hereby approved by the Shareholders of the Corporation for the ensuing year; and
any one director or officer of the Corporation be and is hereby authorized and directed to sign, and execute under corporate seal or otherwise all such deeds, documents, instruments and assurances, and to do all such acts and things as in such officer's or director's opinion may be necessary or desirable to give effect to this resolution.”

To be approved, the ordinary resolution must be passed by a majority of the votes of Shareholders of the Corporation cast thereon at the Meeting. Unless otherwise specified, the persons named in the enclosed form of proxy will vote FOR the resolution.

The Stock Option Plan would be terminated in its entirety and be of no further force and effect upon closing of the Arrangement.

THE ARRANGEMENT

Background to the Arrangement

The entering into of the Arrangement Agreement is the result of negotiations between representatives of the Corporation, led by the Special Committee, Sagard and the Rollover Shareholders, and their respective advisors. The following is a summary of the main events that led to the execution of the Arrangement Agreement (including related documents) and certain meetings, negotiations, discussions and actions of the Parties that preceded the execution of the Arrangement Agreement and the public announcement of the Arrangement on June 5, 2025.

The Board, with the assistance of the Corporation's senior management team, regularly evaluates the Corporation's operations, business opportunities and future growth prospects, overall corporate strategy and long-term strategic plans, including in light of the Corporation's performance, competitive dynamic, macroeconomic developments and industry trends, all with the goal of strengthening the Corporation's business and enhancing value for Shareholders. As part of these evaluations, the Board, from time to time, has considered a variety of strategic initiatives for the Corporation, including as it relates to acquisitions, dispositions and enhancement of operations, as well the potential for a privatization transaction.

Over the years, Robert Sewell, Chief Executive Officer, member of the Board and Shareholder holding approximately 32.15% of the issued and outstanding Common Shares, had a number of discussions with various investment bankers that advised him that there would be advantages in privatizing the Corporation and that the Corporation's best path forward was likely to find a partner for a going private transaction. In May 2024, Mr. Sewell brought his findings to the Board and indicated that he would be interested to explore such potential going private transaction with a strategic partner, but clarified that he was not willing to sell his Common Shares. The Board agreed that it was appropriate to explore finding a potential acquirer that could partner with Mr. Sewell and certain other members of management (collectively, the "Management Group") to take the Corporation private (the "Strategic Review Process"). The Board, recognizing that any privatization transaction would require the support of the Management Group because of the large number of Common Shares owned by the Management Group, and because Mr. Sewell had informed the Board of the Management Group's unwillingness to sell their Common Shares in any transaction, determined to allow the Management Group to take an active role in facilitating the Strategic Review Process. As part of the Strategic Review Process, the Management Group, with the support and supervision

of the Special Committee, therefore had BMO Capital Markets ("BMO") run a competitive offer solicitation process aimed at identifying a suitable potential partner (the "Competitive Process"), that could include the Management Group and certain partners investing capital in the Corporation to be used to take the Corporation private and accelerate its future growth (the "Potential Transaction").

In connection with the Competitive Process, in August 2024, BMO solicited 30 parties and the Corporation entered into 26 non-disclosure agreements ("NDA's") with interested parties (the "Interested Parties"), including an affiliate of Sagard which signed an NDA on August 9, 2024.

In that context, the Board resolved to form a Special Committee, comprised solely of independent and disinterested directors, on September 18, 2024. The Special Committee, comprised of Christopher Dingle (as Chair), Peter Patchet and David Brown, was established for the purposes of, inter alia: (i) assessing, considering and reviewing the Corporation's strategic plans, (ii) supervising the Strategic Review Process, including the Competitive Process related thereto and the evaluation of the proposals received pursuant to the Competitive Process, (iii) making such recommendations to the Board as it considers appropriate or desirable in relation to any transaction, including negotiation of its terms, (iv) reviewing any strategic alternatives available to the Corporation, and (v) to ensure that the interests of minority security holders are protected in accordance with MI 61-101.

In the initial phase ("Phase I") of assessing the Potential Transaction, a confidential information memorandum was provided by BMO to the Interested Parties in late September of 2024. On October 2, 2024, a process letter was sent out and in total nine Phase I non-binding offers were received by BMO, including from Sagard on October 28, 2024. All non-binding offers were shared with the Special Committee. To conduct the necessary due diligence, initial data room access was provided by the Corporation to Interested Parties who were invited to participate in the next phase ("Phase II") of the Competitive Process beginning on November 5, 2024.

A process letter in respect of Phase II was sent out on November 21, 2024 to the Interested Parties and in total two non-binding Phase II offers were received by BMO, including from Sagard on December 20, 2024. These non-binding offers were shared with the Special Committee.

The Special Committee met on December 23, 2024 and were informed by the Management Group that it was supportive of the latest offer provided by Sagard and was ready to continue discussions with Sagard on an exclusive basis. On January 2, 2025, Sagard signed an exclusivity agreement with Robert Sewell to complete further diligence and negotiate the terms and conditions on which it would be willing to complete a Potential Transaction of the Corporation. Such exclusivity agreement had been shared in advance with the Special Committee.

Between January 2, 2025 and March 31, 2025, Sagard and the Management Group completed further diligence on the Corporation and negotiated the terms on which Sagard (or an affiliate thereof) would be willing to complete a Potential Transaction with the Corporation.

On April 1, 2025, Sagard signed a second exclusivity agreement with Robert Sewell and an initial exclusivity agreement with Stephen Meehan in respect of a proposed Potential Transaction with the Corporation. On the same day, Sagard delivered a non-binding proposal (the "Initial Proposal") to the Special Committee wherein Sagard proposed to acquire all of the issued and outstanding Common Shares (other than Rollover Shares) at a purchase price of $2.18 per Common Share. The Initial Proposal required the acceleration and net settlement of all outstanding Options, along with a rollover of substantially all of the Common Shares held by management and by certain of the Corporation's portfolio managers and Advisors of the Corporation (the "Rollover Condition"). Sagard intended to fund the consideration through a combination of equity from its funds and a credit facility commitment from Canadian Imperial Bank of Commerce (CIBC).

On April 2, 2025, the Special Committee met to discuss the Initial Proposal and to consider advice received from its legal counsel with respect to the Special Committee and the Board's fiduciary duties and responsibilities in their review and evaluation of the Initial Proposal. The Special Committee decided, among other things, to engage an independent financial advisor in respect of the evaluation of the Potential

Transaction and to prepare an opinion regarding the fairness of the proposed Arrangement, from a financial point of view to the Shareholders. The focus of the discussion at the April 2 meeting was on the $2.18 per Common Share offer price, the valuation methodologies and comparables used and the number of Common Shares outstanding on a fully diluted basis. The Special Committee also noted that Messrs. Sewell and Meehan had signed exclusivity agreements with Sagard and Mr. Sewell indicated to the Special Committee that he saw a very good strategic fit with Sagard and that the Management Group did not see themselves partnering with another party in connection with the Potential Transaction.

The Special Committee met again on April 3, 2025 to further discuss the Initial Proposal and decide on its response. The Special Committee determined to request further information from Sagard concerning the proposed transaction structure, the assumptions used for determining the number of outstanding securities of the Corporation, certain assumptions and calculation methodology related to the offer price, and inquire about the work completed in respect of any collateral benefits to related parties (the "Initial Response"). The Initial Response was sent via email from the Chair of the Special Committee to Sagard on April 4, 2025.

On April 8, 2025, the Special Committee held a meeting with representatives of Sagard and counsel to both parties to discuss the Initial Response. On April 10, 2025, the Special Committee met to discuss the meeting held on April 8, 2025 with Sagard and to decide how it wished to respond. The Special Committee sent a counter proposal to Sagard on April 10, 2025, which included a purchase price of $2.24 per Common Share. Later that day, Sagard responded with a purchase price of $2.23 per Common Share.

On April 11, 2025, the Special Committee met with the Board to discuss the Initial Proposal with a new price of $2.23 per Common Share. Robert Sewell and Stephen Meehan were noted as conflicted under the OBCA as part of the proposed Rollover Shareholders. Following discussions, the Special Committee recommended the entering into of the non-binding proposal with Sagard at a price of $2.23 per Common Share. A written consent resolution was then circulated to the Board for its consideration and it was unanimously approved by the independent directors of the Board. The price per Common Share represented a 65% premium on the closing price of $1.35 as of April 10, 2025, and a 58% premium on the 30-day VWAP of $1.41 as of April 10, 2025.

On April 14, 2025, a revised non-binding proposal was entered into by the Corporation and Sagard, which included a purchase price of $2.23 per Common Share (the "Second Proposal"). The Second Proposal was subject to certain conditions including the Rollover Condition, the negotiation of mutually acceptable definitive transaction documents, execution of lock-up agreements by the Rollover Shareholders and other directors and officers of the Corporation, and receipt of all required shareholder, court and regulatory approvals.

Between April 1, 2025 and April 15, 2025, the Special Committee met with and considered proposals from several reputable financial advisory firms to act as independent financial advisor to the Special Committee in respect of the Potential Transaction. On April 16, 2025, the Special Committee formally retained KPMG to act as its independent financial advisor and to, if required, provide an independent opinion as to the fairness, from a financial point of view, of the consideration to be received by the Shareholders of the Corporation in connection with a Potential Transaction. KPMG confirmed that it was "independent" of all Interested Parties for purposes of MI 61-101, and that it was not in a conflict of interest nor was it precluded from rendering a fairness opinion in connection with a Potential Transaction involving Sagard, the Management Group, and the Corporation.

On April 28, 2025, an initial draft of the Arrangement Agreement was shared by Sagard with the Management Group and the Corporation.

The Special Committee met with KPMG on April 29, 2025 to discuss the progress on KPMG's evaluation of the Potential Transaction, preparing the Fairness Opinion and the status of negotiations in respect of the Potential Transaction. The Special Committee met with KPMG an additional four times before receiving the Fairness Opinion on June 4, 2025. Also, during this time, the Special Committee held various meetings where the Special Committee received advice and presentations from its legal counsel, in relation to various

legal considerations in the negotiation of the definitive transaction documents. During this period, the Special Committee also discussed various matters with the Corporation's senior management.

During the month of May and early June 2025, the Corporation and Sagard, through their respective legal and financial advisors, reviewed and exchanged successive drafts of the principal transaction documents, including the Arrangement Agreement, the Plan of Arrangement, the Debt Commitment Letter, the Equity Commitment Letters, the Support Agreements to be entered into by directors and officers of the Corporation and other definitive agreements relating to the Potential Transaction. The Special Committee with the assistance of legal counsel and in consultation with management, led the negotiations in respect of the negotiation of the Arrangement Agreement, which continued until June 4, 2025 (the day prior to the public announcement of the Arrangement).

The Special Committee held formal meetings on twelve occasions between April 1, 2025 and June 4, 2025 in the course of its review and evaluation of the Arrangement, and held discussions with the Corporation's senior management and the Corporation's legal advisors.

On May 30, 2025, five Advisors of the Corporation were invited to, and did, execute non-disclosure agreements to enable participation in meetings with management of the Corporation, to assess the Advisors' willingness to participate in the rollover of their Common Shares in the Potential Transaction. These Advisors are employees or independent contractors of the Corporation that the Special Committee and Management Group consider important to the continued success of the business of the Corporation. Following these discussions, five Advisors indicated that they would wish to roll a portion of their Common Shares and would be supportive of the Potential Transaction. These Advisors entered into Rollover Agreements and Support Agreements.

On June 1, 2025, the Special Committee met with the Board to discuss remaining open issues in the negotiation of the Arrangement Agreement and the Special Committee's proposals for how to address these issues. Robert Sewell and Stephen Meehan noted their conflict under the OBCA as part of the Rollover Shareholders and recused themselves from the meeting. The independent Board members agreed on a proposal for addressing the remaining issues and the Chair of the Special Committee agreed to discuss these matters directly with representatives of Sagard.

On June 4, 2025, the Special Committee met with KPMG who verbally delivered the Fairness Opinion, which was subsequently delivered in writing. In the Fairness Opinion, KPMG opined that, subject to the analysis, assumptions, qualifications and limitations set forth in the Fairness Opinion, as at June 4, 2025, the Consideration of $2.23 per Common Share to be received by the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) under the Arrangement was fair, from a financial point of view, to such holders of Common Shares. Following receipt of the verbal Fairness Opinion by the Special Committee, KPMG left the meeting, and BMO joined a joint meeting of the Special Committee and Board, to provide a presentation on the Competitive Process that was conducted in the fall of 2024. Following the BMO presentation, Robert Sewell and Stephen Meehan, who are Rollover Shareholders, then recused themselves from the meeting and the independent members of the Board asked various questions of BMO regarding the Competitive Process.

Following the KPMG and BMO presentations, and following further discussions, the Special Committee: (i) determined that the Arrangement is in the best interests of the Corporation and is fair and reasonable to the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares), and (ii) unanimously recommended that the Board approve the Arrangement and recommend that the Shareholders vote in favour of the Arrangement Resolution. The Special Committee then formally delivered its report to the Board, which outlined its unanimous recommendation that the Board approve the Arrangement, and the reasons therefore, including, without limitation, those described under "The Arrangement – Reasons for the Recommendation". After further discussion, and having heard BMO's presentation concerning the Competitive Process, and having taken into account the advice of KPMG including the verbally delivered Fairness Opinion, and having received the unanimous recommendation of the Special Committee, and such other matters as it considered relevant, including those set forth under the heading "Reasons for the Recommendation", the Board unanimously determined (with Robert Sewell

and Stephen Meehan, as Rollover Shareholders, having noted their conflict under the OBCA and recused themselves from the meeting) that the Arrangement is in the best interests of the Corporation and its stakeholders and fair and reasonable to the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) and therefore approved the entry into the Arrangement Agreement and resolved to unanimously recommended that Shareholders vote in favour of the Arrangement Resolution.

Subsequently, the Arrangement Agreement, the Support Agreements with each of the Supporting Shareholders and the other definitive transaction documents were executed and the Corporation issued a press release announcing the Arrangement and after which the material documents relating to the Arrangement were filed on SEDAR+.

Recommendation of the Special Committee

As described above under "The Arrangement – Background to the Arrangement", the Special Committee established by the Board ultimately had responsibility to oversee, review and consider the Arrangement and make a recommendation to the Board with respect to the Arrangement. The Special Committee is comprised entirely of independent directors and has met on numerous occasions both as a committee with solely its members and financial and legal advisors present and with members of the Corporation's management team and the full Board present, where appropriate.

Having undertaken a thorough review of, and carefully considered, information concerning the Corporation, the Purchaser, the Rollover Shareholders, the Arrangement, the alternatives available to the Corporation (including the 'status quo' option), the members of the Special Committee have unanimously determined, after receiving legal and financial advice, that the Arrangement is in the best interests of the Corporation and is fair to its Shareholders (other than the Rollover Shareholders) and recommends THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

In forming its recommendation to the Board, the Special Committee considered and relied upon a number of factors, including, without limitation, those listed below under "The Arrangement – Reasons for the Recommendation". The Special Committee based its recommendation upon the totality of the information presented to and considered by it in light of the members of the Special Committee's knowledge of the business, financial condition and prospects of the Corporation and after taking into account the advice of the Corporation's financial and legal advisors and the advice and input of the Corporation's management team.

Recommendation of the Board

After careful consideration of all factors it deemed to be relevant and the receipt of financial and legal advice, and following the receipt of the Fairness Opinion and the unanimous recommendation of the Special Committee in favour of the Arrangement, the Board (with interested directors abstaining from voting) has unanimously determined that the Arrangement is in the best interests of the Corporation and is fair and reasonable to the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) and, accordingly, unanimously recommends that Shareholders vote FOR the Arrangement Resolution at the Meeting (the "Board Recommendation").

In forming its recommendation, the Board considered and relied upon a number of factors, including, without limitation, the recommendation of the Special Committee and the factors listed below under "The Arrangement – Reasons for the Recommendation". The Board based its recommendation upon the totality of the information presented to and considered by it in light of members of the Board's knowledge of the business, financial condition and prospects of the Corporation and after taking into account the advice of the Corporation's financial and legal advisors and the advice and input of the Corporation's management team.

Reasons for the Recommendation

In making its recommendation, each of the Special Committee and the Board carefully considered all aspects of the Arrangement and received the benefit of advice from its financial and legal advisors. The Special Committee and the Board identified a number of factors as being most relevant to its recommendation to Shareholders to vote FOR the Arrangement Resolution that will implement the Arrangement. Neither the Special Committee nor the Board considered it practical to, and did not attempt to, assign relative weights or rankings to the various factors. In addition, individual members of the Special Committee and the Board may have given different weight or rankings to different factors. The following discussion of the information and factors considered and evaluated by the Special Committee and the Board is not intended to be exhaustive of all factors considered and evaluated by the Special Committee or the Board. The conclusions and recommendations of the Special Committee and the Board were made after considering the totality of the information and factors considered.

In particular, in making its determinations, the Special Committee and the Board considered and relied upon a number of substantive factors, including the following:

(c) The Corporation can Respond to Superior Proposals. Notwithstanding the limitations contained in the Arrangement Agreement on the Corporation’s ability to solicit interest from third parties, the terms and conditions of the Arrangement Agreement, including the amount of the Termination Fee payable by the Corporation under certain circumstances, do not preclude a third party from proposing or making a bona fide Superior Proposal, to which the Corporation may respond, discuss and negotiate with the party putting forward the Superior Proposal (subject to limitations set out in the Arrangement Agreement, including a right-to-match in favour of the Purchaser).

immediate liquidity for their Common Shares at a price that may not otherwise be available in the market in the absence of the Arrangement.

(i) Shareholders and the Court Must Approve the Arrangement. The Arrangement is subject to the following Shareholder and Court approvals, which provide additional protection to Shareholders:

(k) Other Relevant Factors. In addition to the above-mentioned factors, the Special Committee also considered the following factors:

(iii) the extensive and rigorous canvassing of potential partner/sponsors for a going-private transaction undertaken by BMO as financial advisor to the Corporation;

(iv) the Special Committee's assessment that the canvassing in (iii) above, together with the value of the Consideration payable, the expressed alignment of the Corporation's growth goals with those of the Purchaser and other benefits of the Arrangement to the Corporation, are unlikely to produce a more favourable transaction than the Arrangement; and

(v) the Special Committee's assessment, after consultation with its legal advisors, that all Required Regulatory Approvals are likely to be obtained on terms satisfactory to both the Corporation and the Purchaser within the timeframe set out in the Arrangement Agreement.

In making its determinations and recommendation, the Special Committee also observed that there are a number of procedural safeguards that allow the Special Committee and the Board to represent effectively the interests of the Corporation and the Shareholders (other than the Rollover Shareholders, including, among others:

(a) the Special Committee participated in direct arm's-length negotiations with the Purchaser and oversaw the negotiation of other material terms of the Arrangement Agreement;

(b) the Special Committee concluded that the Consideration agreed to was the highest price that could be obtained and that further negotiation could have caused the Purchaser to withdraw its proposal;

(c) the Board retains the ability in certain circumstances to consider, accept and enter into an agreement with respect to a superior proposal on payment of the Termination Fee;

(d) the Special Committee concluded that the Termination Fee would not preclude a third party from making an unsolicited Superior Proposal; and

(e) the Arrangement is subject to the approval of minority Shareholders; in addition, the Court must conclude that the Arrangement is fair and reasonable to holders of securities of the Corporation.

The Special Committee also considered a number of potential risks and negative factors relating to the Arrangement, including:

(a) the risks to the Corporation if the Arrangement is not completed, including the costs of pursuing the Arrangement, the diversion of management's attention away from the Corporation's business and the potential impact on the Corporation's current business relationships;

(b) the risk, although mitigated by the Reverse Termination Fee, that the Purchaser is unable to meet the conditions of its Equity Commitment Letter and Debt Commitment Letter;

(c) that the completion of Arrangement will eliminate the opportunity for the Shareholders (other than the Rollover Shareholders) to participate in the potential longer-term benefits of the business of the Corporation, to the extent that those benefits exceed the benefits reflected in the Consideration to be received by those Shareholders;

(d) that the Purchaser's obligation to complete the Arrangement is not unconditional and that the Purchaser has the right to terminate the Arrangement Agreement without payment of a Termination Fee in certain circumstances; and

(e) that the Arrangement will be a taxable transaction and, as a result, Shareholders who receive consideration pursuant to the Arrangement may be required to pay taxes on any gains resulting from their receipt of consideration.

The foregoing summary of the information and factors considered by the Special Committee and the Board in reaching their determinations is not, and is not intended to be, exhaustive. The members of the Special Committee and the Board evaluated all the factors summarized above in light of their knowledge of the business and operations of the Corporation and in the exercise of their business judgment. In view of the wide variety of factors considered in connection with their evaluation of the Arrangement and the complexity of these matters, the Special Committee and the Board did not find it practicable to quantify, rank or otherwise attempt to assign relative weights or rankings to the foregoing factors considered in their respective determinations. In addition, in considering the factors described above, individual members of the Special Committee and the Board may have given different weights or rankings to various factors and may have applied different analysis to each of the material factors considered by the Special Committee and the Board. The Special Committee and the Board placed particular emphasis on: (i) the fact that the Consideration represented a significant premium to the market price of the Common Shares; (ii) the fact that each Supporting Shareholder would be entering into a Support and Voting Agreement pursuant to which such Shareholder would agree, subject to the terms thereof, to vote all Common Shares beneficially owned or controlled or directed by such Supporting Shareholder in favour of the Arrangement Resolution and against any resolution submitted by any other Person that is inconsistent with the Arrangement; and (iii) the Fairness Opinion.

Fairness Opinion

In determining that the Arrangement is in the best interests of the Corporation and fair to the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares), the Special Committee and the Board considered, among other things, the Fairness Opinion. The Fairness Opinion states that, as at June 4, 2025, and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) pursuant to the Arrangement is fair, from a financial point of view to such Shareholders.

The following summary of the Fairness Opinion is qualified in its entirety by reference to the full text of the Fairness Opinion attached to this Circular as Appendix C. The Corporation encourages you to read the Fairness Opinion in its entirety. The Fairness Opinion is not a recommendation as to how any Shareholder should vote with respect to the Arrangement or any other matter.

The Corporation entered in to an engagement letter dated April 16, 2025 to retain KPMG (the "KPMG Engagement Agreement") pursuant to which, among other things, KPMG agreed to act as an independent financial advisor to the Special Committee and provide the Special Committee and the Board with an opinion as to the fairness, from a financial point of view, of the Consideration to be received by the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) pursuant to the Arrangement.

Pursuant to the terms of the KPMG Engagement Agreement, KPMG is entitled to professional fees. Professional fees payable to KPMG are not contingent on completion of the Arrangement and no portion of its transaction fees is conditional on the conclusions reached in the Fairness Opinion. The Corporation has also agreed to indemnify KPMG in certain circumstances and reimburse KPMG's reasonable out-of-pocket expenses, whether or not any transaction or any part thereof is completed.

The Corporation has been advised by KPMG that, as of the date of the Fairness Opinion, KPMG is independent for the purposes of MI 61-101. KPMG is not the auditor of the Corporation, the Purchaser or Sagard. Furthermore, KPMG has not advised the Corporation, the Purchaser or Sagard in connection with

the Arrangement. In the ordinary course of business, KPMG including its affiliates have performed and continue to perform advisory and tax services for the Purchaser or Sagard; however, no services have been rendered in connection with the Arrangement. No professional involved in the preparation of the Fairness Opinion has provided services to the Purchaser or Sagard, and additional measures were implemented to prevent unauthorized disclosure of confidential information.

In preparing the Fairness Opinion, KPMG has performed a variety of financial and comparative analysis. Firstly, KPMG applied two primary methodologies, income-based and market analysis, to value the Corporation's shares. The income-based analysis utilized a Discounted Cash Flow (DCF) approach, calculating the Corporation's value as the net present value of its future cash flows from 2025-2030, including a terminal value beyond that period. These cash flows were discounted using an appropriate weighted average cost of capital (WACC), which incorporated risks related to the business, market conditions, and management's plan. Meanwhile, the market analysis compared the Corporation's financials to public companies and similar transactions in the asset and wealth management sector by evaluating enterprise value to EBITDA multiples.

KPMG also evaluated the acquisition premium paid over Corporation's share price. This involved comparing the Consideration to the current and historical volume-weighted average price (VWAP) of the Corporation's shares and analyzing premiums from precedent transactions. The analysis reviewed publicly available data on similar wealth management and small-cap company transactions on TSX and TSXV within the past three years, with transaction values between $50 million and $1 billion. Premiums were calculated based on one-day, seven-day, ten-day, and thirty-day VWAP prior to transaction announcements.

Additionally, KPMG took into account other factors which KPMG judged, based on its experience in rendering opinions, to be relevant including the historic and current low liquidity of the Corporation's shares and the Competitive Process by BMO.

The Fairness Opinion was prepared at the request of the Special Committee and for the benefit and use of the Special Committee in connection with their evaluation of the Consideration to be received by the Shareholders, other than the Rollover Shareholders in respect of the Rollover Shares. KPMG was not asked to prepare and has not prepared a "formal valuation" or appraisal of the securities or assets of the Corporation or of any of its subsidiaries or affiliates, and the Fairness Opinion should not be construed as such.

On June 4, 2025, KPMG delivered an oral opinion, subsequently confirmed in writing in the Fairness Opinion, to the Board and the Special Committee, to the effect that, as at that date, and based on and subject to the assumptions, limitations and qualifications contained therein, the Consideration to be received by the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.

In deciding to recommend the Arrangement, the Special Committee and the Board considered among other things the advice and financial analyses provided by KPMG as well as the Fairness Opinion. Fairness Opinion was only one of many factors taken into consideration by the Board and Special Committee in considering the Arrangement and should not be viewed as determinative of the views of the Special Committee or the Board with respect to the Arrangement or the Consideration. See "The Arrangement - Reasons for the Recommendation".

The full text of the Fairness Opinion, which sets forth, among other things, the credentials of, the assumptions made, procedures followed, information reviewed, matters considered, and the limitations and qualifications on the scope of review undertaken by KPMG in connection with the Fairness Opinion, is attached in Appendix C to this Circular. Shareholders are urged to, and should, read the Fairness Opinion in its entirety. The Fairness Opinion addresses the fairness, from a financial point of view, of the Consideration to be received by the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) pursuant to the Arrangement and does not address any other aspect of the Arrangement or any related transaction, including any legal, tax or regulatory aspects of the Arrangement to the Corporation or any of its Shareholders. The Fairness Opinion is addressed to the Board and the Special

Committee for their exclusive use only in considering the Arrangement. The Fairness Opinion may not be relied upon by any other Person. The Fairness Opinion does not address the relative merits of the Arrangement as compared to any other strategic alternatives that may be available to the Corporation.

The Fairness Opinion does not constitute a recommendation to any Shareholder as to how such Shareholder should act or vote on any matters relating to the Arrangement. This summary of the Fairness Opinion is qualified in its entirety by the full text of such opinion which is attached in Appendix C to this Circular.

Shareholders' Approval of the Arrangement

At the Meeting, pursuant to the Interim Order, the Shareholders will be asked to vote to consider and, if deemed advisable, to pass, with or without variation, the Arrangement Resolution. To become effective, the Arrangement Resolution must be approved by both (the "Required Shareholders' Approval") (i) at least 66 2/3% of the votes cast by Shareholders present in person or represented by proxy at the Meeting (the "Special Resolution Vote"), and (ii) at least a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding the votes attached to Common Shares held by Rollover Shareholders and any other Shareholders whose votes are excluded for purposes of the minority vote required pursuant to MI 61-101 (the "Minority Approval Vote"). The Arrangement Resolution must be passed in order for the Corporation to seek the Final Order and implement the Arrangement on the Effective Date in accordance with the terms of the Final Order.

The Supporting Shareholders have entered into Support and Voting Agreements pursuant to which they have agreed, subject to the terms thereof, to vote all Common Shares beneficially owned or controlled or directed by them in favour of the Arrangement Resolution and against any resolution submitted by any other Person that is inconsistent with the Arrangement.

As of the Record Date, the votes attached to all of the Common Shares beneficially owned or controlled or directed by the Rollover Shareholders and by the other Shareholders whose votes are excluded for purposes of the minority vote required pursuant to MI 61-101, representing approximately 72.9% of the issued and outstanding Common Shares, will be excluded from the Minority Approval Vote. Accordingly, Supporting Shareholders collectively beneficially own or exercise control or direction over (i) approximately 73.0% of the Common Shares eligible to vote in the Special Resolution Vote and (ii) excluding the Rollover Shareholders and the other Shareholders whose votes are excluded for purposes of the minority vote required pursuant to MI 61-101, approximately 5.0% of the Common Shares eligible to vote in the Minority Approval Vote. See "Key Agreements Relating to the Arrangement – Support and Voting Agreements" and "Certain Legal Matters – Securities Law Matters".

Notwithstanding the approval by the Shareholders of the Arrangement Resolution at the Meeting in accordance with the Interim Order, the Arrangement Resolution authorizes the Board to, without notice to or approval of the Shareholders, (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.

Implementation of the Arrangement

Each capitalized term in this "Implementation of Arrangement" section shall have the meaning ascribed to such term in the Plan of Arrangement attached hereto as Appendix B.

The Arrangement will be implemented by way of a Court-approved plan of arrangement under the OBCA pursuant to the terms of the Arrangement Agreement.

Pursuant to the Plan of Arrangement, commencing at the Effective Time, each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further action, authorization or formality required on the part of any Person, in each case, effective as at five-minute intervals starting at

the Effective Time, notwithstanding the time at which such event or transaction occurs or is deemed to occur under any Law or any certificate, instrument or other document issued pursuant thereto, except as may be expressly provided herein (and, for greater certainty, none of the following events will occur or will be deemed to occur unless all of the following events occur):

(a) with respect to the Options;

(i) each Option outstanding immediately prior to the Effective Time that has not yet vested in accordance with its terms shall be accelerated so that such Option becomes exercisable, notwithstanding the terms of the Stock Option Plan or any award or similar agreement pursuant to which such Option was granted or awarded;

(ii) each Option outstanding immediately prior to the Effective Time, including the Options accelerated pursuant to Section 2.3(a)(i) of the Plan of Arrangement, but excluding the Rollover Shareholders Options, and that has not been duly exercised shall, without any further action, authorization or formality by or on behalf of the holder thereof, be deemed to be surrendered by such holder to the Corporation in exchange for a cash payment, subject to Section 4.3 of the Plan of Arrangement, from the Purchaser, on behalf of the Corporation, equal to the amount (if any) by which the Consideration exceeds the exercise price of such Option (for greater certainty, where such amount is nil, no consideration shall be payable in respect thereof and neither the Corporation nor the Purchaser shall be obligated to pay to the holder of such Option any amount in respect of such Option);

(iii) each Rollover Shareholders Option outstanding immediately prior to the Effective Time including the Rollover Shareholders Options accelerated pursuant to Section 2.3(a)(i) of the Plan of Arrangement, and that has not been duly exercised shall, without any further action, authorization or formality by or on behalf of the holder thereof, be deemed to be surrendered by such holder to the Corporation in exchange for the aggregate of, subject to Section 4.3 of the Plan of Arrangement, the Rollover Shareholders Options Cash Consideration and the Rollover Shareholders Options Share Consideration in respect of such Rollover Shareholder Option; and

(iv) each holder of Options shall cease to be the holder of such Options and shall cease to have rights as a holder of Options, other than the rights to be paid the consideration therefor as set out in this Section 2.3(a) of the Plan of Arrangement and the Stock Option Plan shall be terminated in its entirety and be of no further force and effect;

(b) with respect to the Common Shares (other than the Rollover Shares):

(i) each outstanding Common Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised and not withdrawn shall be deemed to have been transferred and assigned by such Dissenting Shareholder without any further action, authorization or formality by or on behalf of the holder thereof to the Purchaser, and:

(A) such Dissenting Shareholder shall cease to be the holder of such Common Share and to have any rights as a Shareholder, other than the right to be paid fair value for such Common Share as set out in Section 3.1 of the Plan of Arrangement;

(B) such Dissenting Shareholder's name shall be removed from the register of holders of Common Shares maintained by or on behalf of the Corporation; and

(C) the Purchaser shall be recorded in the register of holders of Common Shares maintained by or on behalf of the Corporation as the holder of the Common Shares so transferred, and shall be deemed to be the legal and beneficial owner thereof;

(ii) concurrently with the step in section 2.3(b)(i) of the Plan of Arrangement above, each outstanding Common Share (other than the Common Shares held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised and not withdrawn and the Rollover Shares) shall be deemed to have been transferred and assigned by the holder thereto without any further action, authorization or formality by or on behalf of the holder thereof, to the Purchaser in exchange for the Consideration, and:

(A) the holder of each such Common Share shall cease to be the holder thereof and to have any rights as a Shareholder, other than the right to be paid, subject to Section 4.3 of the Plan of Arrangement, the Consideration pursuant to Section 2.3(b)(ii) of the Plan of Arrangement and in accordance with the Plan of Arrangement;

(B) such holder's name shall be removed from the register of holders of Common Shares maintained by or on behalf of the Corporation; and

(i) each outstanding Rollover Share shall, without any further action by or on behalf of the applicable Rollover Shareholder, be deemed to have been assigned and transferred by such Rollover Shareholder to the Purchaser in exchange for the Rollover Consideration, and;

(A) the registered holder of such Rollover Shares shall cease to be the registered holder thereof and to have any rights as a Shareholder in respect of such Rollover Shares so transferred, other than the right to be paid the Rollover Consideration pursuant to this Section 2.3(c) and in accordance with this Plan of Arrangement and the applicable Rollover Agreement;

(B) the name of each such Rollover Shareholder (as it relates to such holder's Rollover Shares) shall be removed from the register of the Shareholders maintained by or on behalf of the Corporation; and

(C) the Purchaser shall be recorded in the register of holders of Common Shares maintained by or on behalf of the Corporation as the holder of the Rollover Shares so transferred, and shall be deemed to be the legal and beneficial owner thereof.

Certain Effects of the Arrangement

If the procedural steps described above are taken and the Arrangement becomes effective, (i) Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) will receive the Consideration for their Common Shares, (ii) holders of Options (other than Rollover Shareholders holding Options who make the appropriate election that will, instead of cash, receive the Rollover Shareholders Options Cash Consideration and the Rollover Shareholders Options Share Consideration) will receive the cash amount to which they are entitled pursuant to the Plan of Arrangement, and (iii) Rollover Shareholders (in respect of their Rollover Shares) will receive the consideration to which they are entitled under their respective Rollover Agreements.

Immediately following the Effective Time, the Corporation will be a privately held corporation as the only Shareholder of the Corporation will be the Purchaser, and the only holders of the Purchaser Shares will be Sagard and the Rollover Shareholders. If the Arrangement is completed, the Purchaser will be the beneficiary of the Corporation's future earnings and growth, if any, and will also bear the risks of ongoing operations, including the risks of any decrease in the Corporation's value after the Arrangement. In addition, it is expected that the Common Shares will be delisted from the TSXV. The Corporation will apply to cease to be a reporting issuer under Securities Laws, following which the Corporation will cease to file continuous disclosure documents with Canadian securities regulatory authorities.

Procedure for Exchange of Common Shares Certificates by Shareholders

For registered Shareholders, accompanying this Circular is a Letter of Transmittal which, when properly completed and duly executed and returned together with the certificate(s) (or other necessary information and confirmation for a book-entry transfer) representing Common Shares and all other required documents, will enable each registered Shareholder (other than the Rollover Shareholders in respect of the Rollover Shares and Dissenting Holders) to obtain the Consideration that such Shareholder is entitled to receive under the Arrangement. If Common Shares are represented by a DRS Statement, registered Shareholders do not need to deliver such DRS Statement with the Letter of Transmittal and other documents required by it. The Letter of Transmittal is also available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. The submission of a Letter of Transmittal will constitute a binding agreement between the registered Shareholder, the Corporation and the Purchaser upon the terms and subject to the conditions of the Letter of Transmittal and the Arrangement.

Only registered Shareholders are required to submit a Letter of Transmittal. If you are a beneficial or non-registered Shareholder holding your Common Shares through an Intermediary, you should contact that Intermediary for instructions and assistance and carefully follow any instructions provided to you by such Intermediary.

The form of Letter of Transmittal contains complete instructions on how to exchange the certificate(s) or DRS Statement(s) (or other confirmation of a book-entry) representing your Common Shares for the Consideration under the Arrangement. You will not receive your Consideration under the Arrangement until after the Arrangement is completed and you have returned your properly completed documents, including the properly completed and duly executed Letter of Transmittal, and the certificate(s) (or other necessary information and confirmation of a book-entry transfer) representing your Common Shares to the Depositary.

In all cases, payment for the Common Shares deposited will be made only after timely receipt by the Depositary of the certificate(s) (or other necessary information and confirmation of a book-entry transfer) representing the Common Shares, together with the duly completed and executed Letter of Transmittal in the form accompanying this Circular, or a manually executed facsimile copy thereof, relating to such Common Shares, with signatures guaranteed if so required in accordance with the instructions in the Letter of Transmittal, and any other documents and instruments the Depositary may reasonably require. The Depositary will pay the Consideration a registered Shareholder is entitled to receive in accordance with the instructions in the Letter of Transmittal.

All questions as to validity, form, eligibility (including timely receipt) and acceptance of any delivered Common Shares will be determined by the Corporation in its sole discretion. Holders of delivered Common Shares agree such determination will be final and binding and (a) acknowledges that the Corporation reserves for itself the absolute right to reject any and all deposits which it determines not to be in proper form or which may be unlawful for it to accept under the laws of any jurisdiction; (b) the Corporation reserves for itself the absolute right to waive any defect or irregularity in the deposit of any delivered Common Shares; and (c) there will be no duty or obligation on the part of the Corporation, the Purchaser, Sagard, the Depositary or any other person to give notice of any defect or irregularity in the deposit of delivered Common Shares and no liability will be incurred by any of them for failure to give such notice.

From and after the Effective Time, all certificates or DRS Statements (or book-entries) that represented Common Shares immediately prior to the Effective Time will cease to represent any rights with respect to Common Shares and will only represent the right to receive the Consideration or, in the case of Dissenting Holders, the right to receive fair value for their Common Shares.

The method used to deliver or transmit certificates (or other necessary information and confirmation of a book-entry transfer) representing Common Shares and the Letter of Transmittal is at each holder's option and risk. Delivery will be deemed effective only when such documents are actually received by the Depositary at any of its offices in Vancouver, Calgary, or Toronto, Canada. The Corporation recommends that such certificate(s) (or other necessary information and confirmation(s) of a book-entry transfer), and other documents be delivered by hand to the Depositary and a receipt therefore be obtained or that registered mail be used (with proper acknowledgment) and appropriate insurance be obtained. If Common Shares are forwarded separately in multiple deliveries to the Depositary, a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile copy thereof) must accompany each such delivery.

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were transferred pursuant to the Plan of Arrangement has been lost, stolen or destroyed, upon the making of an affidavit of that fact by a Person claiming such certificate to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the register of holders of Common Shares maintained by or on behalf of the Corporation, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, the cash payment which such holder is entitled to receive for such Common Shares under the Plan of Arrangement. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such payment is to be delivered shall, as a condition precedent to the delivery of such payment, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such amount as the Purchaser may direct, or otherwise indemnify the Purchaser and the Depositary in a manner satisfactory to the Purchaser and the Depositary (acting reasonably) against any claim that may be made against the Purchaser or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Payment of Consideration

Subject to the terms and conditions of the Arrangement Agreement, the Purchaser will, following receipt of the Final Order and immediately prior to the filing by the Corporation of the Articles of Arrangement with the Director in accordance with the Arrangement Agreement, deposit or cause to be deposited with the Depositary sufficient funds in the aggregate amount equal to the payments required by the Plan of Arrangement, for the benefit of the holders of Common Shares (other than the Rollover Shareholders in

respect of the Rollover Shares and Shareholders having validly exercised Dissent Rights in accordance with the Plan of Arrangement).

Upon surrender to the Depositary for cancellation of a certificate or DRS Statement (or applicable book-entry transfer) which immediately prior to the Effective Time represented outstanding Common Shares that were transferred pursuant to the Plan of Arrangement, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of Common Shares represented by such surrendered certificate or DRS Statement (or book-entry), as applicable, will be entitled to receive in exchange therefor the cash which such holder has the right to receive under the Plan of Arrangement for such Common Shares, less any amounts withheld pursuant to the Tax Act, or any provision of any other Law.

On the Effective Date or as soon as practicable thereafter, the Corporation will pay the amounts, net of applicable withholdings in accordance with the Tax Act or any provision of any other Law, to be paid to former holders of Options (other than Rollover Shareholders holding Options who make the appropriate election that will, instead of cash, receive the Rollover Shareholders Options Cash Consideration and the Rollover Shareholders Options Share Consideration) pursuant to the Plan of Arrangement. The payment of such amounts will be made on the first regularly scheduled payroll date of the Corporation following the Effective Date either (i) pursuant to the normal payroll practices and procedures of the Corporation, or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Corporation is not practicable for any such holder, by cheque delivered to the address of each such holder of Options as reflected on the respective registers or accounts maintained by or on behalf of the Corporation in respect thereof. Holders of Options need not complete any documentation to receive the consideration payable to them under the Arrangement in respect of their Options.

Until surrendered, each certificate or DRS Statement (or applicable book-entry) that immediately prior to the Effective Time represented Common Shares (other than Rollover Shares) will be deemed after the Effective Time to represent only the right to receive, upon such surrender, the cash payment in lieu of such certificate or DRS Statement (or applicable book-entry) as contemplated in the Plan of Arrangement, less any amounts withheld pursuant to Tax Act or any provision of any other Law. Any such certificate or DRS Statement (or book-entry) formerly representing Common Shares (other than Rollover Shares) not duly surrendered on or before the second anniversary of the Effective Date will cease to represent a claim by or interest of any former holder of Common Shares of any kind or nature against or in the Corporation or the Purchaser. On such date, all cash to which such former holder was entitled will be deemed to have been surrendered to the Purchaser or the Corporation, as applicable, and will be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

Any payment made by way of cheque by the Depositary (or the Corporation, if applicable) pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Corporation) or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Date, and any right or claim to payment thereunder that remains outstanding on the sixth anniversary of the Effective Date, in each case, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Common Shares and the Options pursuant to the Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Corporation, as applicable, for no consideration.

Each of the Purchaser, the Corporation, the Depositary or any other Person that makes a payment under the Plan of Arrangement shall be entitled to deduct and withhold from any amount otherwise payable under the Plan of Arrangement to any Person, such amounts as the Purchaser, the Corporation, the Depositary or any other Person determines, acting reasonably, are required to be deducted or withheld with respect to such payment under the Tax Act, or any provision of any applicable Law and shall remit such deduction and withholding amount to the appropriate Governmental Entity. To the extent that amounts are so properly deducted or withheld and remitted to the appropriate Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Plan of Arrangement as having been paid to such Person, in respect of which such deduction or withholding and remittance was made.

The Consideration will be denominated in Canadian dollars, provided that a Shareholder is to be paid a converted amount in U.S. dollars if the Shareholder has elected to receive U.S. dollars in its Letter of Transmittal prior to the Effective Date.

The Depositary will receive reasonable and customary compensation for its services in connection with the Arrangement, will be reimbursed for out-of-pocket expenses and will be indemnified by the Corporation against certain liabilities and expenses.

Existing Debentures Payoff

The Corporation has issued the Existing Debentures over the years which remain outstanding, and such Existing Debentures mature in 2027, 2028 and 2029. Subject to the terms and conditions of the Arrangement Agreement, the Corporation (i) in case of the 2029 Debentures, will redeem such debentures in accordance with their terms, and (ii) in case of the 2027-2028 Debentures, has entered into a Debentureholder Consent and Support Agreement with each holder of the 2027-2028 Debentures pursuant to which the Corporation will pay off and redeem all of the outstanding 2027-2028 Debentures.

The foregoing redemptions and cancellations will be effected at a price equal to the outstanding principal amount outstanding under the Existing Debentures, together with any accrued and unpaid interest thereon. The Corporation's directors and executive officers (or entities controlled by them) and Rollover Shareholders, all of whom have entered into a consent and support agreement approving the redemption of the 2027-2028 Debentures, collectively hold an aggregate of $700,000 principal amount of 2027-2028 Debentures.

Sources of Funds for the Arrangement

The total amount of funds required to complete the Arrangement and pay the aggregate Consideration to Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) pursuant to the Plan of Arrangement will be provided through a combination of financing provided by the Debt Financing Sources and the Equity Financing Sources.

Financing Commitment Letters

Concurrently with the execution and delivery of the Arrangement Agreement, the Purchaser delivered to the Corporation (i) an equity commitment letter (the "Equity Commitment Letter") from the Equity Financing Sources, pursuant to which each Equity Financing Source party thereto has committed, subject to the terms and conditions set forth therein, to invest in the Purchaser the cash amounts set forth therein, and (ii) a debt commitment letter (the "Debt Commitment Letter") and together with Equity Commitment Letter, "Financing Commitments" from the Debt Financing Sources (together with Equity Financing Source, "Financing Sources"), pursuant to which each Debt Financing Source party thereto has committed to lend, subject to the terms and conditions set forth therein, the amounts set forth therein to the Purchaser. The Financing Commitments will provide the Purchaser with an aggregate amount in cash sufficient to fund the aggregate Consideration payable by the Purchaser pursuant to the Plan of Arrangement, the aggregate consideration payable to holders of Options pursuant to the Plan of Arrangement and certain other fees and expenses (provided that in no event will the aggregate commitment obligations of the Financing Sources exceed such amounts).

The obligations of the Financing Sources to fund their respective commitments under the Financing Commitments are subject to customary conditions. The Equity Commitment Letter and the Debt Commitment Letter terminate in customary circumstances, including in connection with the termination of the Arrangement Agreement in accordance with its terms.

Limited Guarantee

Concurrently with the execution and delivery of the Arrangement Agreement, the Purchaser delivered to the Corporation a limited guarantee (the "Limited Guarantee") from the Equity Financing Sources pursuant to which the Equity Financing Sources, subject to the terms thereof, have agreed to guarantee the payment of (i) the Reverse Termination Fee in the event that the Purchaser becomes obligated to pay the Reverse Termination Fee in accordance with the terms of the Arrangement Agreement, and (ii) certain other obligations of the Purchaser under the Arrangement Agreement, on the terms and conditions set forth therein.

Expenses of the Arrangement

The Corporation estimates that expenses in the aggregate amount of approximately $4.2-4.7 million will be incurred by the Corporation in connection with the Arrangement, including legal, financial advisory, accounting, filing fees and costs, the cost of preparing, printing and mailing this Circular and fees in respect of the Fairness Opinion.

Except as otherwise expressly provided in the Arrangement Agreement, the Parties agreed that all out-of-pocket expenses of the parties relating to the Arrangement Agreement or the transactions contemplated thereby shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated. See "Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination Fees".

Interests of Certain Persons in the Arrangement

In considering the unanimous recommendations of the Special Committee and the Board with respect to the Arrangement, Shareholders should be aware that certain of the directors and officers of the Corporation have interests in connection with the Arrangement as described below that differ from, or may be in addition to, those of Shareholders generally. The Special Committee and the Board are aware of these interests and considered them along with other matters described herein.

Other than the interests and benefits described below, none of the directors or executive officers of the Corporation or, to the knowledge of the directors and executive officers of the Corporation, any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted upon in connection with the Arrangement or that would materially affect the Arrangement.

Key Executives - Rollover Agreements

Each of the Key Executives has entered into a Rollover Agreement with the Purchaser pursuant to which, among other things, each such Key Executive has agreed, subject to the terms thereof, to exchange their Rollover Shares for the Rollover Consideration in lieu of the cash Consideration, as contemplated by the Plan of Arrangement. An aggregate of 20,167,049 Rollover Shares beneficially owned by the Key Executives are subject to the Rollover Agreements. It is expected that the Key Executives will own approximately 44.9% of the issued and outstanding Purchaser Shares immediately following the closing of the Arrangement and the transactions contemplated by the Rollover Agreements. Pursuant to the terms of the Rollover Agreements, at the Effective Time, the Purchaser, the Key Executives and the other Rollover Shareholders, among others, intend to enter into the Post-Closing Rollover Shareholder Agreements, including arrangements relating to the compensation of the Key Executives.

See "Certain Legal Matters – Securities Law Matters – Minority Approval" for more information on all Rollover Shareholders and Rollover Agreements.

Ownership of Securities by Directors and Executive Officers

All of the Common Shares (other than the Rollover Shares) held by the directors and the executive officers of the Corporation will be treated in the same fashion under the Arrangement as the Common Shares held by all other Shareholders. All of the Options (other than the Rollover Shareholders Options) held by the directors and the executive officers will be treated in the same fashion under the Arrangement as such awards held by all other employees of the Corporation. See "The Arrangement – Implementation of the Arrangement".

As of the date of this Circular, there were 3,767,500 Options granted and outstanding under the Stock Option Plan.

With respect to the Options, (a) each Option that has not yet vested in accordance with its terms shall be accelerated, notwithstanding the terms of the Stock Option Plan, (b) each Option, other than the Rollover Shareholders Options, shall be deemed to be surrendered to the Corporation in exchange for a cash payment, less applicable withholdings, by the Purchaser, on behalf of the Corporation, equal to the amount (if any) by which the Consideration exceeds the exercise price of such Option, and (c) each Rollover Shareholders Option shall be deemed to be surrendered to the Corporation in exchange for the aggregate of (i) Rollover Shareholders Options Cash Consideration and (ii) the Rollover Shareholders Options Share Consideration, as further detailed under "The Arrangement – Implementation of the Arrangement - with respect to the Options".

The following table sets out the names and positions of the directors and the executive officers (including the Key Executives) of the Corporation, the number of Common Shares beneficially owned or over which control or direction is exercised by each such director or executive officer (including each Key Executive) as of the date of this Circular and, where known after reasonable enquiry, by their respective associates or affiliates, the consideration to be received for such Common Shares (other than the Rollover Shares) and their Options, in each case, pursuant to the Arrangement, and, in respect of the Key Executives only, the number of Purchaser Shares to be received in exchange for their Rollover Shares pursuant to the Arrangement.

Name	Position with the Corporation	Total Number of Common Shares	Total Number of Options	Total Number of Common Shares (including Common Shares to be received from the exercise of the Rollover Shareholders Option)	Purchaser Shares to be received in exchange for the Rollover Shares(1)	Amount of cash to be received in respect of the Common Shares (excluding Rollover Shares) and the Options (net of withholding s)	Total estimated value of consideration to be received (including cash and Purchaser Shares, as applicable)
Robert Sewell	President, CEO & Director	17,570,587	625,000	17,798,446	17,255,597	$1,210,553	$39,859,909
Stephen Meehan	Director	6,089,778	350,000	6,089,778	1,000,000	$11,672,143	$14,009,455
David Brown	Director	170,000	310,000	170,000	-	$736,700	$855,900
Christopher Dingle	Chairman and Director	315,611	545,000	315,611	-	$1,284,014	$1,477,413
James Williams	Director	147,420	95,000	147,420	-	$417,321	$446,847
Peter Patchet	Director	102,500	105,000	102,500	-	$305,750	$331,475

Name	Position with the Corporation	Total Number of Common Shares	Total Number of Options	Total Number of Common Shares (including Common Shares to be received from the exercise of the Rollover Shareholder s Option)	Purchaser Shares to be received in exchange for the Rollover Shares(1)	Amount of cash to be received in respect of the Common Shares (excluding Rollover Shares) and the Options (net of withholding s)	Total estimated value of consideration to be received (including cash and Purchaser Shares, as applicable)
Carlo Pannella	Chief Financial Officer	622,518	375,000	787,316	620,168	$372,740	$1,878,215
Julianna Varpalotai-Xavier	Chief Operating Officer & Chief Compliance Officer(2)	417,191	206,250	483,279	436,588	$104,121	$1,126,836
Craig Ellis	Vice President and Portfolio Manager and Chief Investment Officer(2)	646,312	250,000	745,106	669,294	$169,061	$1,735,026
Susan Schulze	Vice President, Practice Management(2)	71,941	250,000	201,929	166,988	$77,918	$546,928
Georges Nasr	Vice President, Business Development(2)	-	75,000	18,414	18,414	$-	$54,750

(1) The Rollover Shares of each Key Executive will be exchanged in accordance with the terms and conditions of such Key Executive's Rollover Agreement and the Plan of Arrangement, and the number of Purchaser Shares to be received by each Key Executive is set forth in this column.
(2) Officer of a Subsidiary, Bellwether Investment Management Inc.

Change of Control Benefits

The employment agreements for the following Key Executives provide for the following termination payments after the occurrence of a change of control of the Corporation:

(a) Robert Sewell, President and Chief Executive Officer. If Mr. Sewell is terminated or resigns within twelve (12) months following a change of control of the Corporation, Mr. Sewell is entitled to: (a) twenty-four (24) months Revised Base Salary, (b) an amount equal to two times all incentive payments earned by Mr. Sewell in the financial year immediately preceding termination, and (c) all benefits shall continue for twenty-four (24) months following termination.

(b) Stephen Meehan, Director. If Mr. Meehan is terminated or resigns within twelve (12) months following a change of control of the Corporation, Mr. Meehan is to: (a) twenty-four (24) months Revised Base Salary; (b) an amount equal to two times all incentive payments earned by Mr. Meehan in the financial year immediately preceding termination; and (c) all benefits shall continue for twenty-four (24) months following termination.

Robert Sewell and Stephen Meehan have waived any change of control benefits they may be entitled to in connection with the Arrangement. Accordingly, neither Robert Sewell nor Stephen Meehan is expected to receive any change of control benefit in connection with the Arrangement.

Special Committee Fees

In connection with the discharge of the mandate of the Special Committee in relation to the transactions contemplated by the Arrangement Agreement, Christopher Dingle, as the chair of the Special Committee will be paid a fee of $5,000 per month and each other member of the Special Committee will be paid a fee of $4,000 for his or her service on the Special Committee.

Insurance and Indemnification

The Arrangement Agreement provides for certain insurance and indemnification entitlements in favour of the directors and officers of the Corporation. See “Key Agreements Relating to the Arrangement – The Arrangement Agreement – Insurance and Indemnification”.

Intentions of Directors and Executive Officers

As of the Record Date, the directors and Key Executives beneficially owned, or exercised control or direction over, an aggregate of 26,153,858 Common Shares, representing approximately 47.9% of the issued and outstanding Common Shares. All of such individuals have entered into Support and Voting Agreements pursuant to which they have agreed, subject to the terms thereof, to vote all Common Shares beneficially owned or controlled or directed by them in favour of the Arrangement Resolution and against any resolution submitted by any other Person that is inconsistent with the Arrangement. See “Key Agreements Relating to the Arrangement – Support and Voting Agreements”.

Arrangements between the Corporation and Security Holders

Except as otherwise described in this Circular, the Corporation has not made or proposed to be made any agreement, commitment or understanding with a security holder of the Corporation relating to the Arrangement.

KEY AGREEMENTS RELATING TO THE ARRANGEMENT

Arrangement Agreement

Summary of the Arrangement Agreement

The Arrangement Agreement and the Plan of Arrangement are the legal documents that govern the Arrangement. This section of this Circular describes the material provisions of the Arrangement Agreement but does not purport to be complete and may not contain all of the information about the Arrangement Agreement that is important to you. This summary is qualified in its entirety by the Arrangement Agreement, a copy of which is available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca, and the Plan of Arrangement which is appended hereto as Appendix B. We encourage you to read the Arrangement Agreement in its entirety.

The Arrangement Agreement establishes and governs the legal relationship between the Corporation and the Purchaser with respect to the transactions described in this Circular. It is not intended to be a source of factual, business or operational information about the Corporation and the Purchaser. In particular, the Arrangement Agreement contains representations and warranties made by the Parties which were made only for purposes of the Arrangement Agreement and as of specific dates. The assertions embodied in those representations and warranties are qualified by disclosures made between the Parties, including information in the confidential Corporation Disclosure Letter. Accordingly, Shareholders should not rely on the representations and warranties as characterizations of the actual state of facts, since they are modified in important part by the Corporation Disclosure Letter. The Corporation Disclosure Letter contains information that has been included in the Corporation’s general prior public disclosures, as well as potential additional non-public information.

Covenants

Conduct of Business of the Corporation

The Corporation covenants and agrees that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed, (ii) as specifically required by the Arrangement Agreement or (iii) as contemplated by any Pre-Acquisition Reorganization, the Corporation shall, and shall cause each of its Subsidiaries to, (a) conduct business in the Ordinary Course, in a proper and prudent manner and in accordance with Law, and (b) use commercially reasonable efforts to maintain and preserve its and its Subsidiaries' business organization, operations, assets, properties, employees, Authorizations, intellectual property, goodwill and relationships with all clients, suppliers, partners, employees, consultants, agents and independent contractors, Governmental Entities, creditors, lessors, lessees, licensors, licensees and other Persons with which the Corporation or any of its Subsidiaries has material business relations. The Corporation has also agreed to certain customary covenants in relation to the conduct of its business prior to the Effective Time and Shareholders should refer to the Arrangement Agreement for details regarding these additional negative and affirmative covenants given by the Corporation.

Covenants of the Corporation Relating to the Arrangement

The Corporation shall, and shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by the Corporation or its Subsidiaries under the Arrangement Agreement, cooperate with the Purchaser in connection therewith, and shall use its commercially reasonable efforts to perform all such other actions as may be necessary or desirable in order to consummate or make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Corporation shall, and shall cause its Subsidiaries to:

(a) use its commercially reasonable efforts to satisfy all conditions precedent in the Arrangement Agreement and carry out the terms of the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to the Arrangement Agreement or the Arrangement;

(b) use its commercially reasonable efforts to effect or obtain all necessary Authorizations, registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;

(c) prepare and file, as promptly as practicable, and in the event of the Required Regulatory Approvals, no later than five (5) Business Days after the date hereof, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals and use its reasonable best efforts to obtain and maintain all Regulatory Approvals, and provide or submit all documentation and information that is required, or in the opinion of the Purchaser, advisable, in connection with obtaining the Regulatory Approvals;

(d) use its commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, lift or rescind any injunction or other Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it or any of its Subsidiaries is a party or brought against it or any of its Subsidiaries or any of their directors or officers challenging the Arrangement or the Arrangement Agreement;

(e) use its commercially reasonable efforts to provide, obtain and maintain all third party or other notices, consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable to be obtained in

connection with the Arrangement or (ii) required in order to maintain its Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser;

(f) not take any action, or refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with the Arrangement Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement;

(g) assist in obtaining the resignations and releases (in a form satisfactory to the Purchaser, acting reasonably) of each member of the Board and each member of the board of directors of the Subsidiaries to the extent requested by the Purchaser, and causing them to be replaced by Persons nominated by the Purchaser effective as of the Effective Time;

(h) use commercially reasonable efforts to cause each of the directors and officers of the Corporation (other than the Rollover Shareholders and their associates) who own Common Shares to comply with and perform his or her obligations under their respective Support and Voting Agreement; and

(i) comply with the covenants set forth in the Corporation Disclosure Letter.

The Corporation shall promptly notify the Purchaser of:

(a) any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of facts which could reasonably be expected to have a Material Adverse Effect;

(b) any notice or other communication from any Person alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with the Arrangement Agreement or the Arrangement, or (ii) such Person is terminating or otherwise materially adversely modifying its relationship with the Corporation or any of its Subsidiaries as a result of the Arrangement or the Arrangement Agreement;

(c) any breach, default or termination, or any notice of breach, default, termination (or of any intention to cancel, terminate or otherwise modify or not renew its relationship with the Corporation or any of its Subsidiaries) (whether written or oral), by any party to any Material Contract or any Authorization by which the Corporation or any of its Subsidiaries is bound;

(d) any notice or other communication from any Governmental Entity in connection with the Arrangement Agreement (and, subject to Law, the Corporation shall contemporaneously provide a copy of any such written notice or communication to the Purchaser);

(e) any Action commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Corporation, its Subsidiaries, the funds or their assets that, if pending on the date of the Arrangement Agreement, would have been required to have been disclosed pursuant to the Corporation Disclosure Letter or that relate to the Arrangement Agreement or the Arrangement;

(f) any events, discussions, notices or changes with respect to any Action or Order by a Governmental Entity involving the Corporation or any of its Subsidiaries; or

(g) the Corporation shall consult with the Purchaser and give reasonable and due consideration to the comments formulated by the Purchaser with respect to any response to be sent or any actions or measures to be taken in connection with a situation described in Sections 4.2(4)(b) to 4.2(4)(f) of the Arrangement Agreement prior to sending any response or taking any actions or measures in relation thereto.

The Corporation will, in all material respects, subject to applicable Law, conduct itself so as to keep the Purchaser informed as to the material decisions outside of the Ordinary Course required to be made or actions required to be taken outside of the Ordinary Course with respect to the operation of its business, provided that such disclosure is not otherwise prohibited by reason of confidentiality obligation owed to a third party in which case it will be provided, subject to Law, to the Purchaser's outside legal counsel on an "external counsel" basis.

Covenants of the Purchaser Relating to the Arrangement

The Purchaser shall perform all obligations required or desirable to be performed by it under the Arrangement Agreement, cooperate with the Corporation in connection therewith, and shall use its commercially reasonable efforts to perform all such other actions as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Purchaser shall:

(a) use its commercially reasonable efforts to satisfy the conditions precedent in the Arrangement Agreement and carry out the terms of the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to the Arrangement Agreement or the Arrangement;

(b) use its commercially reasonable efforts, upon reasonable consultation with the Corporation, to oppose, lift or rescind any injunction, restraining or other Order, decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers and challenging the Arrangement or the Arrangement Agreement; and

(c) use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement or the transactions contemplated by the Arrangement Agreement.

Notwithstanding anything to the contrary in this Section 4.2 of the Arrangement Agreement, the Purchaser and its affiliates are under no obligation to: (i) take any steps or actions that would, in their reasonable discretion, affect their right to own, use or exploit their respective businesses, operations or assets or the right of the Corporation and its Subsidiaries to own, use or exploit their respective businesses, operations or assets; (ii) negotiate or agree to the sale, divestiture or disposition by the Purchaser of its business, operations or assets or those of its affiliates, the Corporation or the Corporation's Subsidiaries; or (iii) negotiate or agree to any form of behavioural remedy including an interim or permanent hold separate order.

Insurance and Indemnification

Prior to the Effective Time, the Corporation shall purchase, in consultation with the Purchaser, customary "tail" policies of directors' and officers' liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Corporation and its Subsidiaries which are in effect immediately prior to the Effective Time and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Time and the Purchaser shall, or shall cause the Corporation and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Time; provided that the Purchaser shall not be

required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 250% of the Corporation's current annual aggregate premium for policies currently maintained by the Corporation or its Subsidiaries.

The Purchaser shall cause the Corporation or the applicable Subsidiary of the Corporation to honour all rights to indemnification now existing in favour of present and former employees, officers and directors of the Corporation and its Subsidiaries to the extent that they are contained in their Constating Documents and acknowledges that such rights, to the extent that they are contained in their Constating Documents, shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Time.

If the Corporation or any of its Subsidiaries or any of their respective successors or assigns following the Effective Time (i) consolidates or amalgamates with or merges or liquidates into any other Person and is not a continuing or surviving corporation or entity of such consolidation, amalgamation, merger or liquidation, or (ii) transfers all or substantially all of its properties and assets to any Person, the Purchaser shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Corporation or its Subsidiaries) assumes all of the obligations set forth in Section 4.11 of the Arrangement Agreement.

Representations and Warranties

The Arrangement Agreement contains customary representations and warranties made by the Corporation including with respect to the following: organization and qualification; corporate authorization; execution and binding obligation; governmental Authorization; CFIUS; no conflict and non-contravention; capitalization; shareholders' and similar agreement; Subsidiaries; Securities Law matters; financial statements; disclosure controls and internal control over financial reporting; minute books; auditor; no undisclosed liabilities; Confidentiality Agreements; long-term and derivative transactions; related party transactions; no "collateral benefits"; absence of certain changes or events; compliance with Laws; Authorizations and licenses; Fairness Opinion; brokers; Board and Special Committee approval; Material Contracts; real property; personal property; intellectual property; restrictions on conduct of business; litigation; environmental matters; employees; collective agreements; employee plans; insurance; market conduct; trust funds and appointments; compensation disclosure; taxes; money laundering; anti-corruption; clients, suppliers and agents; cybersecurity and privacy; business systems; non-arm's length transactions; funds; investment advisers matters; funds available; and disclosure.

The Arrangement Agreement also contains customary representations and warranties of the Purchaser including with respect to the following: organization and qualification; corporate authorization; execution and binding obligation; governmental Authorization; non-contravention; litigation; security ownership; financing; and Limited Guarantee.

Conditions to Closing

Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of the Parties:

(a) Arrangement Resolution. The Arrangement Resolution has been approved and adopted by the Shareholders at the Meeting in accordance with the Interim Order.

(b) Interim and Final Order. The Interim Order and the Final Order have each been obtained on terms consistent with the Arrangement Agreement, and have not been set aside or modified in a manner unacceptable to either the Corporation or the Purchaser, each acting reasonably, on appeal or otherwise.

(c) Illegality. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent), in each case, which is in effect and which prevents, prohibits or makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Corporation or the Purchaser from consummating the Arrangement or any of the other transactions contemplated in the Arrangement Agreement.

(d) Required Regulatory Approvals. The Required Regulatory Approvals shall have been obtained and be in full force and effect.

Conditions in Favour of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) Representations and Warranties of the Corporation. (i) The representations and warranties of the Corporation set forth in Paragraphs (1) [Organization and Qualification], (2) [Corporate Authorization], (3) [Execution and Binding Obligation], (6)(a) [No Conflict/ Non-Contravention], (7) [Capitalization], (9) [Subsidiaries] and (24) [Brokers] of Schedule C of the Arrangement Agreement shall be true and correct in all respects as of the date of the Arrangement Agreement and as of the Effective Time as if made at and as of such time, (ii) the representations and warranties of the Corporation set forth in Paragraphs (5) [CFIUS], (10) [Securities Law Matters], (11) [Financial Statements], (12) [Disclosure Controls and Internal Controls over Financial Reporting] and (33)(k) [Employees] of Schedule C of the Arrangement Agreement shall be true and correct in all material respects (and, for this purpose, any reference to "material", "Material Adverse Effect" or other concepts of materiality in such representations and warranties shall be disregarded) as of the date of the Arrangement Agreement and as of the Effective Time as if made at and as of such time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), and (iii) the other representations and warranties of the Corporation set forth in the Arrangement Agreement shall be true and correct in all respects (and, for this purpose, any reference to "material", "Material Adverse Effect" or other concepts of materiality in such representations and warranties shall be disregarded) as of the date of the Arrangement Agreement and as of the Effective Time as if made at and as of such time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except in the case of this clause (iii) where the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect, and the Corporation has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Corporation (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.

(b) Performance of Covenants by the Corporation. The Corporation has fulfilled or complied in all material respects with each of the covenants of the Corporation contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Corporation (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.

(c) No Legal Action. There is no Action or Order pending or threatened by any Person (other than the Purchaser) in any jurisdiction that is reasonably likely to:

(i) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on, the Purchaser's ability to acquire, hold, or exercise full rights of ownership over, any Common Shares, including the right to vote the Common Shares;

(ii) impose terms or conditions on completion of the Arrangement or on the ownership or operation by the Purchaser of the business or assets of the Purchaser, its affiliates and related entities, the Corporation or any of its Subsidiaries and related entities, or compel the Purchaser to dispose of or hold separate any of the business or assets of the Purchaser, its affiliates and related entities, the Corporation or any of its Subsidiaries and related entities as a result of the Arrangement; or

(iii) prevent or delay the consummation of the Arrangement, or if the Arrangement is consummated, have a Material Adverse Effect.

(d) Dissent Rights. Dissent Rights have not been exercised with respect to more than 10% of the issued and outstanding Common Shares, excluding, for the purpose of such calculation, the Rollover Shares held by the Rollover Shareholders, and the Corporation shall have delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Corporation (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.

(e) Debentureholders Approval. The Debentureholders Approval shall have been obtained.

(f) Material Adverse Effect. There shall have not occurred a Material Adverse Effect with respect to the Corporation and its Subsidiaries, taken as a whole.

Conditions in Favour of the Corporation

The Corporation is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Corporation and may only be waived, in whole or in part, by the Corporation in its sole discretion:

(a) Representations and Warranties of the Purchaser. The representations and warranties of the Purchaser set forth in the Arrangement Agreement shall be true and correct in all respects as of the date of the Arrangement Agreement and as of the Effective Time as if made at and as of such time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not materially impede completion of the Arrangement, and the Purchaser have delivered a certificate confirming same to the Corporation, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Corporation and dated the Effective Date.

(b) Performance of Covenants by the Purchaser. The Purchaser has fulfilled or complied in all material respects with each of the covenants of the Purchaser contained in the Arrangement Agreement to be fulfilled or complied with by the Purchaser on or prior to the Effective Time, and the Purchaser has delivered a certificate confirming same to the Corporation, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Corporation and dated the Effective Date.

(c) Deposit of Consideration. Subject to obtaining the Final Order and the satisfaction or waiver of the other conditions precedent contained herein in its favour (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), the Purchaser has deposited or caused to be deposited with the Depositary in

escrow in accordance with Section 2.10 of the Arrangement Agreement the funds required to effect payment in full of the aggregate Consideration to be paid pursuant to the Arrangement.

Non-Solicitation Covenants

Non-Solicitation

Except as expressly provided in article 5 of the Arrangement Agreement, the Corporation will not, and will cause its Subsidiaries not to, directly or indirectly, through any of its Representatives or affiliates, or otherwise, and will not permit any such Person to:

(a) solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, Books and Records or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(b) enter into, continue or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser, the Equity Financing Sources, the Rollover Shareholders and their affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(d) accept, approve, endorse, recommend or publicly propose to accept endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than five (5) Business Days following such public announcement or public disclosure will not be considered to be in violation of this Section 5.1 of the Arrangement Agreement provided that the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by press release before the end of such five (5) Business Day period (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the Meeting)); or

(e) accept or enter into or publicly propose to enter into any agreement, understanding or arrangement with any Person (other than the Purchaser) in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement).

Acquisition Proposals

Notification of Acquisition Proposals

If the Corporation or any of its Subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of any inquiry, proposal, request or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Corporation or any of its Subsidiaries, including but not limited to information, access, or disclosure relating to the properties, facilities and Books and Records, the Corporation shall immediately notify the Purchaser, at first orally, and then promptly and in any event within 24 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and copies of documents, correspondence or other material received in respect of, from or on behalf of any such Person.

The Corporation shall keep the Purchaser promptly and fully informed of the status of developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser copies of all material correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence communication to the Corporation on behalf of any Person making such Acquisition Proposal, inquiry, proposal, offer or request.

Responding to an Acquisition Proposal

Notwithstanding Section 5.1 of the Arrangement Agreement, if prior to obtaining the approval of the Arrangement Resolution by the Shareholders, the Corporation receives a bona fide unsolicited written Acquisition Proposal, the Corporation (i) may contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (ii) subject to entering into a confidentiality and standstill agreement with such Person containing a customary standstill and that is otherwise on terms no less favourable to the Corporation than those found in the Confidentiality Agreement, may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, or Books and Records, if and only if:

(a) the Special Committee first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to constitute a Superior Proposal and, after consultation with its outside counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties;

(b) such Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Corporation or any of its Subsidiaries;

(c) the Corporation has been, and continues to be, in compliance with its obligations under Article 5 of the Arrangement Agreement;

(d) any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to the Purchaser; and

(e) the Corporation promptly provides the Purchaser with:

(i) prior written notice stating the Corporation's intention to participate in such discussions or negotiations and to provide such copies, access or disclosure and that the Board has determined that failure to take such action would be inconsistent with its fiduciary duties;

(ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(b) of the Arrangement Agreement;

(iii) and any material non-public information concerning the Corporation or its Subsidiaries provided to such other Person which was not previously provided to the Purchaser.

Right to Match

If the Corporation receives an Acquisition Proposal that constitutes a Superior Proposal, the Board may at any time prior to the approval of the Arrangement Resolution by the Shareholders, subject to compliance

with Article 7 and Section 8.2 of the Arrangement Agreement, withdraw or modify the Board Recommendation and enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Corporation or any of its Subsidiaries;

(b) the Corporation has been, and continues to be, in compliance with its obligations under article 5 of the Arrangement Agreement;

(c) the Corporation has delivered to the Purchaser a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to withdraw or modify the Board Recommendation and enter into such definitive agreement with respect to such Superior Proposal, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (the "Superior Proposal Notice");

(d) the Corporation has provided the Purchaser a copy of the proposed definitive agreement for the Superior Proposal and all ancillary and supporting materials, including any financing documents supplied to the Corporation in connection therewith;

(e) at least five (5) full Business Days (the "Matching Period") have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials set forth in section 5.4(1)(d) of the Arrangement Agreement;

(f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with section 5.4(2) of the Arrangement Agreement, to offer to amend the terms of the Arrangement Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(g) after the Matching Period, the Board (i) has determined in good faith, after consultation with the Corporation's outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under section 5.4(2) of the Arrangement Agreement); and (ii) has determined in good faith, after consultation with its outside legal counsel, that the failure by the Board to recommend that the Corporation withdraw or modify the Board Recommendation and enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and

(h) prior to or concurrently with withdrawing or modifying of the Board Recommendation and entering into such definitive agreement, the Corporation terminates the Arrangement Agreement pursuant to section 7.2(3)(b) thereof and pays the Termination Fee.

During the Matching Period, or such longer period as the Corporation may approve (in its sole discretion) in writing for such purpose: (a) the Purchaser shall have the opportunity (but not the obligation) to offer to amend the Arrangement and the Arrangement Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal and the Board shall, in consultation with outside legal counsel and financial advisors, review any offer made by the Purchaser under Section 5.4(1)(f) of the Arrangement Agreement to amend the terms of the Arrangement Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Corporation shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser to make such amendments to the terms of

the Arrangement Agreement, the Plan of Arrangement or the Financing as would enable the Purchaser to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Corporation shall promptly so advise the Purchaser and the Corporation, and the Purchaser shall amend the Arrangement Agreement to reflect such offer made by the Purchaser and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 of the Arrangement Agreement, and the Purchaser shall be afforded a new full five (5) Business Days Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials set forth in Section 5.4(1)(d) of the Arrangement Agreement with respect to the new Superior Proposal from the Corporation.

The Board shall promptly reaffirm the Board Recommendation and the Special Committee's recommendation by press release after any Acquisition Proposal which the Board has determined not to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines that a proposed amendment to the terms of the Arrangement Agreement, the Plan of Arrangement or the Financing as contemplated under Section 5.4(2) of the Arrangement Agreement would result in an Acquisition Proposal no longer being a Superior Proposal. The Corporation shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment on the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser and its counsel.

If the Corporation provides a Superior Proposal Notice to the Purchaser on a date that is less than 10 Business Days before the Meeting, the Corporation shall either proceed with or shall postpone the Meeting, as directed by the Purchaser, to a date that is not more than 15 Business Days after the scheduled date of the Meeting.

Nothing contained in Article 5 of the Arrangement Agreement shall (a) prohibit the Board from responding through a directors' circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal, or (b) prevent the Board from making any disclosure to the Shareholders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that such disclosure is required under Law, provided, however, in either of the cases set forth in clauses (a) and (b) of this paragraph, that (i) the Corporation shall provide the Purchaser and its outside legal counsel legal with a reasonable opportunity to review the form and content of such circular or other disclosure and shall make all reasonable amendments as requested by the Purchaser and its counsel and (ii) notwithstanding that the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation other than as permitted by Section 5.4(1) of the Arrangement Agreement.

Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated prior to the Effective Time by:

(a) the mutual written agreement of the Parties; or
(b) either the Corporation or the Purchaser if:

(i) No Required Shareholder Approval. The Required Shareholder Approval is not obtained at the Meeting in accordance with the Interim Order; provided that a Party may not terminate the Arrangement Agreement pursuant to Section 7.2(2)(a) of the Arrangement Agreement [No Required Shareholder Approval] if the failure to obtain the Required Shareholder Approval has been caused by, or is a result of, a

breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement;

(ii) Illegality. After the date of the Arrangement Agreement, any Law (including in connection with the Required Regulatory Approvals) is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the Corporation or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided the enactment, making, enforcement or amendment of such Law has not been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement; or

(iii) Occurrence of Outside Date. The Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate the Arrangement Agreement pursuant to the Arrangement Agreement's Section 7.2(2)(c) [Occurrence of Outside Date] if the failure of the Effective Time to so occur on or prior to the Outside Date has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement;

(i) Breach of Representation or Warranty or Failure to Perform Covenant by the Purchaser. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under the Arrangement Agreement occurs that would cause any condition in Section 6.3(1) [Purchaser Representations and Warranties Condition] or Section 6.3(2) [Purchaser Covenants Condition] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured on or prior to the Outside Date in accordance with the terms of Section 4.10(3) thereof; provided that the Corporation is not then in breach of the Arrangement Agreement so as to directly or indirectly cause any condition in Section 6.2(1) [Corporation Representations and Warranties Condition] or Section 6.2(2) [Corporation Covenants Condition] of the Arrangement Agreement not to be satisfied;

(ii) Superior Proposal. Prior to the approval of the Arrangement Resolution by the Shareholders, the Board authorizes the Corporation, in accordance with and subject to the terms of the Arrangement Agreement, to make a Change in Recommendation and enter into a definitive written agreement with respect to a Superior Proposal, provided the Corporation is then in compliance with Article 5 of the Arrangement Agreement and that, prior to or concurrent with such termination, the Corporation pays the Termination Fee in accordance with Section 8.2 thereof; or

(iii) Failure to Deposit Consideration. (A) All of the conditions in Section 6.1 [Mutual Conditions Precedent] and Section 6.2 [Additional Conditions Precedent to the Obligations of the Purchaser] of the Arrangement Agreement are and continue to be satisfied or waived by the applicable Party or Parties during the five (5) Business Day period described below (excluding conditions that, by their terms, are to be satisfied at the Effective Time, but are capable of being satisfied at the Effective Time), (B) the Corporation has irrevocably confirmed to the Purchaser in writing that (x) other than Section 6.3(3) of the Arrangement, all conditions set forth in

Section 6.3 [Additional Conditions Precedent to the Obligations of the Corporation] thereof are satisfied (excluding conditions that, by their terms, are to be satisfied at the Effective Time, but are capable of being satisfied at the Effective Time), and (y) it stands ready, willing and able to consummate the Arrangement and (C) the Purchaser does not provide, or cause to be provided to the Depositary with sufficient funds to complete the transactions contemplated by the Arrangement Agreement as required by Section 2.10 of the Arrangement Agreement within five (5) Business Days following the later of the date on which Closing should have occurred pursuant to Section 2.9(2) thereof and the date of receipt of the confirmation provided for in paragraph (B); or

(d) the Purchaser if:

(i) Breach of Representation or Warranty or Failure to Perform Covenant by the Corporation. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Corporation under the Arrangement Agreement occurs that would cause any condition in Section 6.2(1) [Corporation Representations and Warranties Condition] or Section 6.2(2) [Corporation Covenants Condition] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 4.10(2) thereof; provided that the Purchaser is not then in breach of the Arrangement Agreement so as to directly or indirectly cause any condition in Section 6.3(1) [Purchaser Representations and Warranties] or Section 6.3(2) [Purchaser Covenants Condition] the Arrangement Agreement not to be satisfied;

(ii) Change in Recommendation or Superior Proposal. Prior to the approval of the Arrangement Resolution by the Shareholders, (A) the Board or the Special Committee fails to unanimously recommend or withdraws, amends, modifies or qualifies, or publicly proposes or states an intention to withdraw, amend, modify or qualify, the Board Recommendation, (B) the Board or the Special Committee accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five (5) Business Days (or beyond the third Business Day prior to the date of the Meeting, if sooner), (C) the Board or the Special Committee fails to publicly recommend or reaffirm the Board Recommendation within five (5) Business Days after having been requested in writing by the Purchaser to do so (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the Meeting) (collectively, a "Change in Recommendation") or (D) the Corporation breaches Article 5 of the Arrangement Agreement in any material respect;

(iii) Dissent Rights. The condition set forth in Section 6.2(4) [Dissent Rights] of the Arrangement Agreement is not capable of being satisfied by the Outside Date;

(iv) Debentureholders Approval. The condition set forth in Section 6.2(5) [Debentureholders Approval] of the Arrangement Agreement is not capable of being satisfied by the Outside Date; or

(v) Material Adverse Effect. There has occurred a Material Adverse Effect.

Termination Fees

Upon the occurrence of a Termination Fee Event or a Corporation Expense Fee Event, the Corporation shall pay the Purchaser the Termination Fee in accordance with Section 8.2(3) of the Arrangement Agreement or the Corporation Expense Fee in accordance with Section 8.2(4) of the Arrangement Agreement, as applicable, and upon the occurrence of a Reverse Termination Fee Event, the Purchaser shall pay the Corporation the Reverse Termination Fee in accordance with Section 8.2(7) of the Arrangement Agreement.

For the purposes of the Arrangement Agreement, "Termination Fee" means a one-time fee in an amount equal to $4,875,100, and "Termination Fee Event" means the termination of the Arrangement Agreement:

(a) by the Purchaser, pursuant to Section 7.2(4)(b) of the Arrangement Agreement [Change in Recommendation or Superior Proposal];

(b) by the Corporation pursuant to section 7.2(3)(b) of the Arrangement Agreement [Superior Proposal];

(c) by any Party pursuant to any subsection of Section 7.2 of the Arrangement Agreement if at such time the Purchaser is entitled to terminate the Arrangement Agreement pursuant to Section 7.2(4)(b) of the Arrangement Agreement [Change in Recommendation or Superior Proposal]; or

(d) (A) by the Corporation or the Purchaser pursuant to Section 7.2(2)(a) of the Arrangement Agreement [No Required Shareholder Approval] or Section 7.2(2)(c) [Occurrence of Outside Date], or (B) by the Purchaser pursuant to Section 7.2(4)(a) of the Arrangement Agreement [Breach of Representation or Warranty or Failure to Perform Covenant by the Corporation] if, in either of the cases set forth in clause (A) or (B) of this paragraph:

(i) prior to such termination, an Acquisition Proposal is made or publicly announced or otherwise publicly disclosed by any Person (other than the Purchaser, the Equity Financing Sources or any of their respective affiliates) or any Person (other than the Purchaser, the Equity Financing Sources or any of their respective affiliates) shall have publicly announced an intention to make an Acquisition Proposal; and

(ii) within 12 months following the date of such termination, (i) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated or effected, or (ii) the Corporation or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a contract, other than a confidentiality agreement permitted by and in accordance with Section 5.3(1) of the Arrangement Agreement, in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated or effected (whether or not within 12 months after such termination);

for the purpose of section 8.2(2)(d) of the Arrangement Agreement, the term "Acquisition Proposal" shall have the meaning assigned to such term in section 1.1 of the Arrangement Agreement, except that references to 20% or more shall be deemed to be references to 50% or more.

The Termination Fee shall be paid by the Corporation to the Purchaser as follows, by wire transfer of immediately available funds to an account designated in writing by the Purchaser, if a Termination Fee Event occurs due to:

(a) a termination of the Arrangement Agreement described in Section 8.2(2)(a) of the Arrangement Agreement or Section 8.2(2)(c) of the Arrangement Agreement, within five (5) Business Days of the occurrence of such Termination Fee Event;

(b) a termination of the Arrangement Agreement described in section 8.2(2)(b) of the Arrangement Agreement, prior to or concurrently with such termination; and

(c) a termination of the Arrangement Agreement described in Section 8.2(2)(d) of the Arrangement Agreement, on or prior to the earlier of the consummation of the Acquisition Proposal or the entering into of the contract referred to in Section 8.2(2)(d) of the Arrangement Agreement.

Upon the occurrence of a Corporation Expense Fee Event, the Corporation shall pay to the Purchaser the Corporation Expense Fee in accordance with Section 8.2(5) of the Arrangement Agreement. For the purposes of the Arrangement Agreement, "Corporation Expense Fee" means a one-time fee in an amount equal to (i) $1,000,000 in the case of the Corporation Expense Fee Event specified in Section 8.2(4)(a) of the Arrangement Agreement or (ii) $3,250,000 in the case of the Corporation Expense Fee Event specified in Section 8.2(4)(b) of the Arrangement Agreement, and "Corporation Expense Fee Event" means the termination of the Arrangement Agreement:

(a) by the Corporation or the Purchaser pursuant to Section 7.2(2)(c) of the Arrangement Agreement [Occurrence of Outside Date] if, as of the time of the termination, (i) the condition in Section 6.1(4) of the Arrangement Agreement [Required Regulatory Approvals] is not satisfied (unless the failure of such condition to be satisfied has been caused by, or is a result of, a breach by the Purchaser of any of its representations or warranties or the failure of the Purchaser to perform any of its covenants or agreements under the Arrangement Agreement), and (ii) all of the other conditions set forth in Section 6.1 [Mutual Conditions Precedent] have been satisfied or waived by the Corporation and the Purchaser (other than the condition set forth in Section 6.1(3) of the Arrangement Agreement [Illegality] only insofar as the Law or Order relates to the Required Regulatory Approvals; or

(b) by the Purchaser pursuant to Section 7.2(4)(d) of the Arrangement Agreement [Debentureholders Approval].

If a Corporation Expense Fee Event occurs, the Corporation Expense Fee shall be paid by the Corporation to the Purchaser, by wire transfer of immediately available funds to an account designated in writing by the Purchaser at least two (2) Business Days prior to the date of such payment, within five (5) Business Days of such occurrence of the Corporation Expense Fee Event.

Reverse Termination Fee

For the purposes of the Arrangement Agreement, "Reverse Termination Fee" means a one-time fee in an amount equal to $4,875,100, and "Reverse Termination Fee Event" means the termination of the Arrangement Agreement:

(a) by the Corporation pursuant to Section 7.2(3)(c) [Failure to Deposit Consideration] of the Arrangement Agreement; or

(b) by the Corporation pursuant to Section 7.2(3)(a) [Breach of Representation or Warranty or Failure to Perform Covenant by the Purchaser] of the Arrangement Agreement if the termination by the Corporation results from a wilful breach on the part of the Purchaser.

If a Reverse Termination Fee Event occurs, the Purchaser shall pay or cause to be paid to the Corporation, by wire transfer of immediately available funds to an account designated in writing by the Corporation, the Reverse Termination Fee within five (5) Business Days following such Reverse Termination Fee Event, it being understood that in no event shall the Purchaser be required to pay the Reverse Termination Fee on more than one occasion.

Amendments

The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties (included as contemplated in Section 4.9(1) [Existing Debentures Payoff]) of the Arrangement Agreement, without further notice to or authorization on the part of the Shareholders, and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) modify any representation or warranty contained in the Arrangement Agreement or in any document delivered pursuant to the Arrangement Agreement;
(c) modify any of the covenants or agreements contained in the Arrangement Agreement and waive or modify performance of any of the covenants of the Parties; and/or
(d) modify conditions contained in the Arrangement Agreement;

provided, however, that any amendment, supplement, waiver or other modification of Section 8.1, Section 8.3, Section 8.9, Section 8.11, Section 8.12(2), Section 8.14 or Section 8.16 of the Arrangement Agreement (or any provision, including any definition, of the Arrangement Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of any of the foregoing provisions) shall not be amended, supplemented, waived or otherwise modified in a manner that is adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources.

Governing Law

The Arrangement Agreement will be governed by, interpreted and enforced in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein.

Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Support and Voting Agreements

Each of the Supporting Shareholders has entered into a Support and Voting Agreements with the Purchaser. The Supporting Shareholders collectively beneficially own or exercise control or direction over (i) approximately 73.0% of the Common Shares eligible to vote in the Special Resolution Vote and (ii) excluding the Rollover Shareholders and the other Shareholders whose votes are excluded for purposes of the minority vote required pursuant to MI 61-101, approximately 5.0% of the Common Shares eligible to vote in the Minority Approval Vote. The following summary of the Support and Voting Agreements is qualified in its entirety by the Support and Voting Agreements, copies of which are available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

D&O Support and Voting Agreements

Each director and officer of the Corporation that owns Common Shares (other than the Key Executives, who entered into Rollover Shareholder Support and Voting Agreement described below) has entered into D&O Support and Voting Agreements with the Purchaser.

Under the D&O Support and Voting Agreements, each director and officer of the Corporation who holds Common Shares but is not rolling over any of their Common Shares has agreed, subject to the terms thereof, to, among other things, (a) to vote or to cause to be voted the Common Shares comprising the securities held by such person: (i) in favour of the Arrangement Resolution, and any other matter that could reasonably be expected to facilitate the Arrangement and any proposal to adjourn or postpone the Meeting if such adjournment or postponement is proposed pursuant to and in compliance with the provisions of the Arrangement Agreement; and (ii) against any Acquisition Proposal and any other matter which could reasonably be expected to impede, frustrate, interfere with, postpone, prevent, adversely affect or delay the completion of the Arrangement or the other transactions contemplated by the Arrangement Agreement, (b) except as contemplated by the Arrangement Agreement or upon the settlement of awards or other equity incentive securities of the Corporation, not to, directly or indirectly, (i) option, offer, sell, assign, transfer, distribute, exchange, gift, dispose of, pledge, encumber, grant a security interest in, hypothecate, appoint, encumber or otherwise convey or dispose of any securities of such person listed on their D&O Support and Voting Agreement; (ii) enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the any securities of such person listed on their D&O Support and Voting Agreement, or any right or interest therein (legal or equitable), to any person or group of persons; (iii) enter into any contract, option or other arrangement or undertaking with respect to the transfer of any securities of such person listed on their D&O Support and Voting Agreement; or (iv) agree to do any of the foregoing or take any action that would reasonably be expected to restrict or otherwise adversely affect the undersigned's legal power, authority and right to comply with and perform its covenants and obligations under this letter agreement, (c) not to, directly or indirectly, through any representative or other third party, (i) solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, assets, facilities, books or records of the Corporation or any of its Subsidiaries) any inquiry, proposal or offer from any person that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any person (other than the Purchaser and its affiliates) regarding any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iii) support, endorse or accept, or publicly propose to support, endorse or accept any Acquisition Proposal; (iv) provide any confidential information relating to the Corporation to any person or group of persons in connection with any actual or potential Acquisition Proposal; (v) solicit proxies or become a participant in a solicitation of proxies in opposition to or in competition with the Arrangement; (vi) requisition or join in any requisition of any meeting of Shareholders securityholders; or (vii) otherwise co-operate in any way with any effort or attempt by any other person or group of persons to do or seek to do any of the foregoing, and (d) not exercise any rights of dissent provided under any applicable Law or otherwise, including any Dissent Rights, in connection with the Arrangement or any other corporate transaction considered at the Meeting.

The D&O Support and Voting Agreements terminate in certain customary circumstances, including in connection with the termination of the Arrangement Agreement in accordance with its terms.

The respective Shareholders have entered into their respective D&O Support and Voting Agreements solely in their capacities as holders of securities of the Corporation and their obligations thereunder do not limit or affect in any way any actions of such Shareholder may take in his or her capacity as a director or officer of the Corporation or limit or restrict in any way the exercise of his or her fiduciary duties in such capacity in accordance with the provisions of the Arrangement Agreement.

Rollover Shareholder Support and Voting Agreements

Each of the Rollover Shareholders has entered into a Rollover Shareholder Support and Voting Agreement with the Purchaser.

Under the Rollover Shareholder Support and Voting Agreement, each of the Rollover Shareholders has agreed, subject to the terms thereof, to, among other things, (i) from time to time until the expiry of the Rollover Shareholder Support and Voting Agreement, at any meeting of any of the Shareholders at which the securities held by the Rollover Shareholder are entitled to vote, including the Meeting or any adjournment or postponement thereof, and in any written consent of the Shareholders, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the securities held by the Rollover Shareholder in favour of the approval, consent, ratification and adoption of the Arrangement Resolution, (ii) not, directly or indirectly, (A) offer, sell, assign, transfer, distribute, exchange, gift, dispose of, pledge, encumber, grant a security or voting interest in, hypothecate, appoint, encumber or (other than pursuant to the Arrangement Agreement and Plan of Arrangement) otherwise convey or dispose of any securities held by the Rollover Shareholder, (B) enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the securities held by the Rollover Shareholder, or any right or interest therein (legal or equitable), to any Person or group of Persons, (C) enter into any Contract, option or other arrangement or undertaking with respect to the Transfer of any securities held by the Rollover Shareholder, and (iii) not, directly or indirectly, (A) grant any proxy, power of attorney or other right to vote any securities of such person listed on their Rollover Shareholder Support and Voting Agreement (other than the grant of any proxy or voting instruction form in accordance with the Rollover Shareholder Support and Voting Agreement), (B) deposit any of the securities of such person listed on their Rollover Shareholder Support and Voting Agreement into a voting trust or enter into any voting agreement or arrangement, voting trust, vote pooling or other agreement with respect to the right to vote the securities of such person listed on their Rollover Shareholder Support and Voting Agreement (other than the Rollover Shareholder Support and Voting Agreement), or (C) call any meeting of Shareholders or other securityholders of the Corporation.

The Rollover Shareholder Support and Voting Agreement, other than that Rollover Shareholder Support and Voting Agreement entered into by Robert Sewell and Stephen Meehan, automatically terminate upon the earliest of the Effective Time or in connection with the termination of the Arrangement Agreement in accordance with its terms. The Rollover Shareholder Support and Voting Agreement entered into by Robert Sewell and Stephen Meehan are "hard" lock up agreements which do not permit them to accept any competing proposals to acquire the Common Shares until January 5, 2026.

The Key Executives have entered into their respective Rollover Shareholder Support and Voting Agreement solely in their capacities as holders of securities of the Corporation and their obligations thereunder do not restrict, limit, prohibit or affect in any way the exercise of such Key Executive's fiduciary duties in such capacity.

Rollover Agreements

The Rollover Shareholders are members of senior management and key advisors of the Corporation that the Special Committee, the Management Group and Sagard consider important to the continued success of the business of the Corporation and that were selected based on their level of historic involvement with the Corporation and their understanding of the industry in which the Corporation operates.

Each of the Rollover Shareholders has entered into a Rollover Agreement with the Purchaser pursuant to which, among other things, each such Rollover Shareholder has agreed, subject to the terms thereof, to exchange their Rollover Shares for the Rollover Consideration in lieu of the cash Consideration, as contemplated by the Plan of Arrangement. An aggregate of 29,923,485 Rollover Shares beneficially owned by the Rollover Shareholders are subject to the Rollover Agreements. All such rollovers will occur at a value equal to the Consideration. It is expected that the Rollover Shareholders will own approximately $66.7\%$ of the issued and outstanding Purchaser Shares immediately following the closing of the Arrangement and the transactions contemplated by the Rollover Agreements. Pursuant to the terms of the Rollover Agreements, following closing of the Arrangement, the Purchaser and the Rollover Shareholders, among others, intend to enter into various agreements and arrangements relating to, among other things, the ownership of the Purchaser Shares, and, in the case of the Key Executives, executive compensation and similar matters (collectively, the "Post-Closing Rollover Shareholder Agreements").

Debentureholder Consent and Support Agreement

Each of the holders of 2027-2028 Debentures has entered into a Debentureholder Consent and Support Agreement with the Purchaser pursuant to which, among other things, such holder of 2027-2028 Debentures has irrevocably agreed to (i) subject to the terms thereof, requests that, in accordance with Article 4 of each holder's 2027 Debenture or 2028 Debenture, the Corporation redeem such holder's 2027 Debenture or 2028 Debenture (the "Redemption") by paying the outstanding principal amount plus accrued and unpaid interest with respect to each of holder's 2027 Debenture or 2028 Debenture, the whole subject to, and effective as of the date of, the consummation of the Arrangement; and (ii) appoint Robert Sewell to act as Agent (as such term is defined in the applicable 2027-2028 Debentures) to represent and make binding decisions for and on behalf of all holders of the applicable 2027-2028 Debentures (including the such holder) in all dealings with the Corporation, including such acts and formalities considered necessary or advisable in connection with the completion of the Redemption and the Arrangement, which may include agreeing to procedures relating to the repayment of the 2027-2028 Debentures, appointing a paying agent in respect of the redemption of the 2027-2028 Debentures and waiving any breach by the Corporation of any provisions contained in the 2027-2028 Debentures or any default in the observance or performance of any covenant, agreement or condition of the 2027-2028 Debentures.

CERTAIN LEGAL MATTERS

Implementation of the Arrangement and Timing

The Arrangement will be implemented by way of a Court-approved plan of arrangement under the OBCA pursuant to the terms of the Arrangement Agreement. The following procedural steps must be taken in order for the Arrangement to become effective: (i) the Required Shareholders' Approval must be obtained, (ii) the Court must grant the Final Order approving the Arrangement, (iii) all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived by the appropriate Party, and (iv) Articles of Arrangement in the form prescribed by the OBCA must be filed with the Director.

Except as otherwise provided in, and subject to the terms and conditions of, the Arrangement Agreement, the Corporation will file the Articles of Arrangement with the Director as soon as reasonably practicable (and in any event not later than five Business Days) after the satisfaction or waiver by the appropriate Party of the conditions precedent set forth in the Arrangement, unless another time or date is agreed to in writing by the Parties.

It is currently anticipated that the Arrangement will be completed during the third quarter of 2025. However, completion of the Arrangement is dependent on many factors, and it is not possible at this time to determine precisely when or if the Arrangement will become effective. As provided under the Arrangement Agreement, the Arrangement cannot be completed later than the Outside Date, without triggering termination rights under the Arrangement Agreement, unless such Outside Date is extended to a later date with the consent of both Parties.

Court Approval and Completion of the Arrangement

Interim Order

The Arrangement requires approval by the Court under section 182 of the OBCA. Prior to the mailing of this Circular, the Corporation obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters, including, but not limited to: (i) the Required Shareholders' Approval, (ii) the Dissent Rights available to registered Shareholders, (iii) the notice requirements with respect to the presentation of the application to the Court for the Final Order, (iv) the ability of the Corporation to adjourn or postpone the Meeting from time to time in accordance with the terms of the Arrangement Agreement without the need for additional approval of the Court, and (v) unless required by Law or the Court, that the Record Date for the Shareholders entitled to notice of and to vote at the Meeting will not change in respect

or as a consequence of any adjournment or postponement of the Meeting. A copy of the Interim Order is attached as Appendix D to this Circular.

Final Order

Subject to the terms of the Arrangement Agreement, following the approval of the Arrangement Resolution by Shareholders, the Corporation will make an application to the Court for the Final Order. A motion for the Final Order approving the Arrangement is expected to be presented via videoconference or as the Court may direct on August 20, 2025 at 10:00 a.m. (Toronto time) (or at such other time that the Court may determine) before the Court (Commercial Division), sitting in the City of Toronto, of the Ontario Superior Court of Justice (Commercial List) (the "Final Hearing"). A copy of the Notice of Application for the Final Order is set forth in Appendix E to this Circular. Any Shareholder who wishes to appear or be represented and to present evidence or arguments at the Final Hearing must serve and file a notice of intention to appear by no later than four (4) days before the Final Hearing, in the manner as set out in the Interim Order and satisfy any other requirements of the Court. At the Final Hearing, the Court will consider, among other things, the fairness of the Arrangement. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. In the event that the Final Hearing is postponed, adjourned or rescheduled then, subject to any further order of the Court, only those persons having previously served a notice of appearance in compliance with the Notice of Application and the Interim Order will be given notice of the postponement, adjournment or rescheduled date.

Securities Law Matters

Application of MI 61-101

The Corporation is a reporting issuer in Alberta, British Columbia and Ontario and, accordingly, is subject to the applicable Securities Laws of such provinces. Among other things, the securities regulatory authorities in certain of the provinces of Canada have adopted MI 61-101 to regulate certain transactions, including issuer bids, insider bids, related party transactions and business combinations, to ensure equality of treatment among shareholders, generally by requiring enhanced disclosure, approval by a majority of shareholders (excluding "interested parties" and their joint actors) and, in certain instances, independent valuations and approval and oversight of the transaction by a special committee of independent directors.

The protections afforded by MI 61-101 apply to, among other transactions, "business combinations" (as defined in MI 61-101). A "business combination", for an issuer, includes an arrangement as a consequence of which the interest of a holder of an equity security of the issuer may be terminated without the holder's consent, regardless of whether the equity security is replaced with another security, in circumstances where a "related party" (as defined in MI 61-101, which includes directors and senior officers of the Corporation and Shareholders holding over 10% of the Common Shares) of the issuer (i) would, as a consequence of the transaction, directly or indirectly acquire the issuer or the business of the issuer, or combine with the issuer, through an amalgamation, arrangement or otherwise, whether alone or with "joint actors" (as defined in MI 61-101), (ii) is a party to any "connected transaction" (as defined in MI 61-101) to the transaction, or (iii) is entitled to receive, directly or indirectly, as a consequence of the transaction, (A) consideration per equity security that is not identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class (a "Different Consideration") or (B) a "collateral benefit" (as defined in MI 61-101). As discussed below, the Arrangement constitutes a "business combination" for purposes of MI 61-101.

Collateral Benefits

A "collateral benefit" is broadly defined for purposes of MI 61-101 to mean, subject to certain specified exclusions, any benefit that a related party of the issuer is entitled to receive, directly or indirectly, as a consequence of the transaction, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of the issuer or of another person, regardless of the existence of any

offsetting costs to the related party or whether the benefit is provided, or agreed to, by the issuer or another party to the transaction. To the knowledge of the Corporation, the "collateral benefits" to be received by "related parties" of the Corporation are described below.

Under MI 61-101, a benefit received by a related party of the Corporation is not considered to be a collateral benefit if the benefit is received solely in connection with the related party's services as an employee, director or consultant of the Corporation or an affiliated entity and (i) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the Arrangement, (ii) the conferring of the benefit is not, by its terms, conditional on the related party supporting the Arrangement in any manner, (iii) full particulars of the benefit are disclosed in this Circular, and (iv) either (A) at the time the Arrangement was agreed to, the related party and its associated entities beneficially own or exercise control or direction over less than 1% of the outstanding Common Shares (the "1% Exemption"), or (B) (x) the related party discloses to the independent committee the amount of consideration that the related party expects it will be beneficially entitled to receive, under the terms of the Arrangement, in exchange for the Common Shares beneficially owned by the related party, (y) the independent committee, acting in good faith, determines that the value of the benefit net of any offsetting costs to the related party, is less than 5% of the value referred to in (x), and (z) the independent committee's determination is disclosed in this Circular (the "5% Exemption").

Formal Valuation

Under MI 61-101, unless an exemption is available, an issuer proposing to carry out a business combination is required to obtain a formal valuation of the "affected securities" (as defined in MI 61-101) from an independent valuator if, among other things, an "interested party" (as defined in MI 61-101) would, as a consequence of the business combination, directly or indirectly acquire the issuer or the business of the issuer, or combine with the issuer, through an amalgamation, arrangement or otherwise, whether alone or with "joint actors". However, given that the Common Shares of the Corporation are listed on the TSXV, which is not a "specified market" as such term is used in MI 61-101, a formal valuation is not required.

Minority Approval

Under MI 61-101, an issuer is not permitted to carry out a "business combination" unless it has obtained "minority approval" (as defined in MI 61-101) of every class of "affected securities" (as defined in MI 61-101) of the issuer, in each case, voting separately as a class in accordance with MI 61-101. In determining whether minority approval of a "business combination" has been obtained, an issuer is required to exclude the votes attached to affected securities that, to the knowledge of the issuer or any "interested party" or their respective directors or senior officers, after reasonable inquiry, are beneficially owned or over which control or direction is exercised by, among others, any "interested party" and any "joint actor" of an "interested party".

Each of the Rollover Shareholders has entered into a Rollover Agreement with the Purchaser pursuant to which, among other things, each such Rollover Shareholder has agreed, subject to the terms thereof, to exchange their Rollover Shares for the Rollover Consideration in lieu of the cash Consideration, as contemplated by the Plan of Arrangement. See "Key Agreements Relating to the Arrangement – Rollover Agreements". As a result, the Special Committee has determined that each Rollover Shareholder will be receiving Different Consideration and, as a result, the votes attached to the Common Shares which are beneficially owned, directly or indirectly, or over which control or direction is exercised by each of the Rollover Shareholders and their related parties and joint actors will be excluded for the purposes of the Minority Approval Vote, irrespective of whether such Shareholders are officers or otherwise also receiving, or fall within an exception to the definition of, a "collateral benefit" for purposes of MI 61-101.

To the knowledge of the directors of the Corporation, after reasonable inquiry, a total of 39,137,835 Common Shares, representing approximately 71.6% of the issued and outstanding Common Shares, are beneficially owned or controlled or directed by the Rollover Shareholders, as detailed in the table below. As a result, the votes attached to such Common Shares will be excluded for the purposes of determining

whether the Corporation has obtained "minority approval" for purposes of MI 61-101 pursuant to the Minority Approval Vote.

Furthermore, in accordance with the terms of the Arrangement Agreement and the Arrangement, each Option (whether vested or unvested) outstanding immediately prior to the Effective Time, shall have their vesting dates accelerated and become exercisable in full by such holder in exchange for (i) in case of Options that are not Rollover Shareholders Options, a cash payment from the Corporation equal to the amount by which the Consideration exceeds the exercise price thereof, subject to applicable withholdings, and (ii) in case of Rollover Shareholders Options, the Rollover Shareholders Options Cash Consideration and the Rollover Shareholders Options Share Consideration, as further detailed under "The Arrangement – Implementation of the Arrangement - with respect to the Options". By virtue of the acceleration of the vesting dates of the Options, senior officers and directors of the Corporation holding Options may be considered to be receiving a "collateral benefit" pursuant to MI 61-101. However, with the exception of Robert Sewell, Stephen Meehan, Carlo Panella, Wayne Wiggins and Craig Ellis who would not benefit from either the 1% Exemption or the 5% Exemption, such benefits would fall either within the 1% Exemption or the 5% Exemption. Additionally, certain senior officers of the Corporation, being Robert Sewell, Susan Schulze, and Juliana Varpalotai-Xavier, hold Existing Debentures that are being repaid and redeemed earlier than their respective maturity dates in connection with the completion of the Arrangement, as more particularly described under "The Arrangement – Existing Debentures Payoff". Such early redemption may be considered a "connected transaction to the "business combination" pursuant to MI 61-101.

The Special Committee, having undertaken the analysis of (i) Shareholders that would receive Different Consideration, being the Rollover Shareholders, (ii) related parties that may receive a "collateral benefit" either as a result of the acceleration of the vesting dates of the Options or the related parties being Rollover Shareholders or (iii) related parties that may be party to a "connected transaction" as a result of the early payoff of the Existing Debentures, has determined that (i) all Rollover Shareholders and (ii) Wayne Wiggins will have their votes excluded from the Minority Approval Vote. To the knowledge of the directors of the Corporation, after reasonable inquiry, the votes attached to a total of 39,864,035 Common Shares, representing approximately 72.9% of the issued and outstanding Common Shares, will therefore be excluded for the purposes of determining whether the Corporation has obtained "minority approval" for purposes of MI 61-101 pursuant to the Minority Approval Vote, as detailed in the table below.

Shareholder	Number of Common Shares Beneficially Owned, Controlled or Directed as of the Record Date
Rollover Shareholders receiving Different Consideration
Robert Sewell	17,570,587
Stephen Meehan	6,089,778
Carlo Pannella	622,518
Craig Ellis	646,312
Susan Schulze	71,941
Julianna Varpalotai-Xavier	417,191
Georges Nasr(1)	0
2140256 Ontario Inc. / Mark Parlee	2,179,300
2140259 Ontario Inc. / Richard Heinrich	2,135,500
Alan Cameron	2,856,400

Shareholder	Number of Common Shares Beneficially Owned, Controlled or Directed as of the Record Date
Howard Haskings	1,418,300
Fabio Ventolini	2,000,000
William Shutt	1,372,516
Mister Retirement Ltd. / Daniel Beyaert	36,900
3004177 Nova Scotia Ltd. / Robert Boutilier	733,450
David Owen	308,000
Janine Guenther	28,955
Alan Futsey	650,187
Total Rollover Shareholder Votes	39,137,835
Related parties (not already excluded by virtue of being Rollover Shareholders) receiving collateral benefits
Wayne Wiggins	726,200
Total Votes Excluded	39,864,035

(1) Mr. Nasr does not own Common Shares as of the record date, he has opted to roll Common Shares that he will receive following the exercise of his Options for Commons Shares pursuant to his Rollover Agreement, as further detailed under "The Arrangement – Implementation of the Arrangement – with respect to the Options".

Prior Valuations

There has been no prior valuation (as defined in MI 61- 101) of the Corporation, the Common Shares or the Corporation's material assets in the 24 months prior to the date of this Circular.

Prior Offers

The Corporation has not received any bona fide offers (as contemplated in MI 61-101) during the 24 months preceding the entry into of the Arrangement Agreement.

Stock Exchange Delisting and Reporting Issuer Status

RISK FACTORS

The following risk factors should be carefully considered by Shareholders in evaluating the approval of the Arrangement Resolution:

Risks Relating to the Corporation

Until the time that the Arrangement is completed, or in the event that the Arrangement is not completed, the Corporation will continue to face the risks that it currently faces with respect to its affairs, business and

operations and future prospects. Such risk factors are set forth and described in the Corporation's management's discussion and analysis for the year ended December 31, 2024, which have been filed under the Corporation's profile on SEDAR+ at www.sedarplus.ca.

Risks Related to the Arrangement

The completion of the Arrangement is subject to conditions precedent and other approvals that must be satisfied or waived

There can be no certainty that all conditions precedent to the Arrangement will be satisfied or waived, nor can there be any certainty of the timing of their satisfaction or waiver. Failure to complete the Arrangement could materially negatively impact the trading price of the Common Shares.

The completion of the Arrangement is subject to a number of conditions precedent, some of which are outside the Corporation's control, including receipt of the Final Order. At the hearing on the Final Order, the Court will consider whether to approve the Arrangement based on the applicable legal requirements and the evidence before the Court. Other conditions precedent which are outside of the Corporation's control include, without limitation, the receipt of the Required Shareholders' Approval, the receipt of the Required Regulatory Approvals, and holders of no more than 10% of the issued and outstanding Common Shares having exercised Dissent Rights. There can be no certainty, nor can the Corporation provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, or, if satisfied or waived, that they will be satisfied or waived in a timely manner (and, in any event, prior to the Outside Date). Failure to complete the Arrangement could have a material adverse effect on the Corporation and the market price of the Common Shares.

The Required Shareholders' Approval may not be obtained

To become effective, the Arrangement Resolution must be approved by both the Special Resolution Vote and the Minority Approval Vote. Although the Rollover Shareholders have entered into Support and Voting Agreements with the Purchaser pursuant to which they have agreed, subject to the terms thereof, to vote their Common Shares in favour of the Arrangement Resolution and against any resolution submitted by any other Person that is inconsistent with the Arrangement, the votes attached to the Common Shares beneficially owned or controlled or directed by the Rollover Shareholders, and any other Shareholders whose votes are excluded for purposes of the minority vote, which represents approximately 72.9% of the issued and outstanding Common Shares, will be excluded from the Minority Approval Vote. If the Required Shareholders' Approval is not obtained, the consequent failure to complete the Arrangement could adversely affect the trading price of the Common Shares.

The Arrangement Agreement may be terminated in certain circumstances and the Corporation may be required to pay termination fees in connection with such termination

Each of the Corporation and the Purchaser has the right, in certain circumstances, to terminate the Arrangement Agreement. Accordingly, there can be no certainty, nor can the Corporation provide any assurance, that the Arrangement Agreement will not be terminated by either of the Corporation or the Purchaser prior to the completion of the Arrangement. If the Arrangement Agreement is terminated, the Corporation's business, financial condition or results of operations could also be subject to various material adverse consequences, including that the Corporation would remain liable for significant costs relating to the Arrangement including, among others, legal, accounting and printing expenses. Under the Arrangement Agreement, the Corporation is required to pay to the Purchaser the Termination Fee in the event the Arrangement Agreement is terminated following the occurrence of a Termination Fee Event. The payment of any of these amounts could have an adverse effect on the Corporation's financial condition following any such termination of the Arrangement Agreement. See "Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination Fees".

The Termination Fee payable by the Corporation in certain circumstances under the Arrangement Agreement may discourage third parties from attempting to acquire the Common Shares

Under the Arrangement Agreement, the Corporation is required to pay the Termination Fee in the event the Arrangement Agreement is terminated in certain circumstances following the occurrence of a Termination Fee Event. Although the Board and the Special Committee believe that such amounts are reasonable, they may discourage other parties from submitting proposals with respect to an alternative transaction and may otherwise discourage other parties from attempting to acquire the Common Shares, even if those parties would otherwise be willing to offer greater value than that offered under the Arrangement. See “Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination Fees”.

The completion of the Arrangement is uncertain and such uncertainty may impact the Corporation’s business relationships

As the Arrangement is dependent upon the satisfaction of a number of conditions precedent, its completion is uncertain. In response to this uncertainty, the Corporation’s customers, clients, distributors, suppliers and others may delay or defer decisions concerning the Corporation and may seek to modify or terminate their business relationships with the Corporation. Any delay or deferral of those decisions could adversely affect the business and operations of the Corporation, regardless of whether the Arrangement is ultimately completed. Since the completion of the Arrangement is subject to uncertainty, officers and employees of the Corporation may experience uncertainty about their future roles with the Corporation. Similarly, uncertainty may adversely affect the Corporation’s ability to attract or retain key personnel. In the event the Arrangement Agreement is terminated, the Corporation’s relationships with customers, clients, distributors, suppliers, landlords, employees and other stakeholders may be adversely affected. Changes in such relationships could adversely affect the business and operations of the Corporation.

The Corporation’s directors and executive officers may have interests in the Arrangement that are different from those of Shareholders

In considering the unanimous recommendation that Shareholders vote FOR the Arrangement Resolution, Shareholders should be aware that certain directors and executive officers of the Corporation have agreements or arrangements that provide them with interests in the Arrangement that differ from, or are in addition to, those of Shareholders, generally. See “The Arrangement – Interests of Certain Persons in the Arrangement” and “Certain Legal Matters – Securities Law Matters”.

The Board established a Special Committee comprised of independent directors as a procedural safeguard to evaluate the Arrangement and advise the full Board with respect to the Arrangement. The unanimous recommendation of the Board was based, in part, on the unanimous recommendation of the Special Committee that the Arrangement is fair and reasonable to the Shareholders (other than the Rollover Shareholders in respect of the Rollover Shares) and in the best interests of the Corporation.

If the Corporation is unable to complete the Arrangement or if completion of the Arrangement is delayed, there could be an adverse effect on the Corporation’s business, financial condition, operating results and the trading price of its Common Shares

A substantial delay or a failure in completing the Arrangement could have an adverse effect on the business, financial condition or operating results of the Corporation or could result in the termination of the Arrangement Agreement. If, among other things, the Required Shareholders’ Approval is not obtained, the Corporation otherwise fails to satisfy, or fails to obtain a waiver of the satisfaction of, the conditions precedent set forth in the Arrangement Agreement, a Material Adverse Effect in respect of the Corporation occurs or any legal proceeding results in enjoining the transactions contemplated by the Arrangement Agreement, the Corporation could be subject to various adverse consequences, including that the Corporation would remain liable for significant costs relating to the Arrangement, including, among others, legal, accounting, financial advisory and printing expenses.

If the Arrangement is not completed, the trading price of the Common Shares may decline to the extent that the trading price reflects a market assumption that the Arrangement will be completed. If the Arrangement is not completed and the Board decides to seek another merger or business combination, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the Consideration to be paid pursuant to the Arrangement.

In addition, a substantial delay in completing the Arrangement or failure to complete the Arrangement could have an impact on the Corporation's current business relationships (including with current and prospective customers, clients, distributors, suppliers, employees, partners and others).

The Corporation is restricted from taking certain actions under the Arrangement Agreement

Under the Arrangement Agreement, the Corporation must generally conduct its business in the ordinary course, consistent in nature and scope with past practice of the Corporation, and prior to the completion of the Arrangement or the termination of the Arrangement Agreement, the Corporation is subject to certain covenants prohibiting the Corporation from taking certain actions without the prior consent of the Purchaser, and requiring the Corporation to take other actions, which in either case may delay or prevent the Corporation from pursuing business opportunities that may arise or preclude actions that would otherwise be advisable if the Corporation were to remain a publicly-traded issuer. See "The Arrangement Agreement – Covenants – Conduct of Business of the Corporation".

The pending Arrangement may divert the attention of management and impact the Corporation's ability to attract or retain key personnel or impact relationships with customers or suppliers

The Arrangement could cause the attention of management of the Corporation to be diverted from the day-to-day operations of the Corporation. These disruptions could be exacerbated by a delay in the completion of the Arrangement and could have an adverse effect on the business, operating results or prospects of the Corporation.

The conditions set forth in the Equity Commitment Letter and/or Debt Commitment Letter may not be satisfied or events may occur which prevents the financing contemplated thereby from being consummated

Although the Arrangement Agreement does not contain a financing condition, there is a risk that the conditions set forth in the Equity Commitment Letter and/or Debt Commitment Letter may not be satisfied or that other events may arise which could prevent the Purchaser from consummating such financings. Since the Purchaser is a special purpose entity with limited assets, if the Purchaser is unable to consummate such financings, the Corporation expects that the Purchaser may not be able to fund the Consideration required to complete the Arrangement. In the event the Arrangement cannot be completed due to the failure of the Purchaser to fund the Consideration, the Purchaser will, subject to limited exceptions, be obligated to pay the Reverse Termination Fee and the Shareholders will not receive the Consideration.

The Corporation will incur costs

Certain costs related to the Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by the Corporation even if the Arrangement is not completed.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the principal Canadian federal income tax considerations in respect of the Arrangement generally applicable to a Shareholder who, for purposes of the Tax Act at all relevant times, (i) deals at arm's length with each of the Corporation and the Purchaser, (ii) is not affiliated with the Corporation or the Purchaser, (iii) holds its Common Shares as capital property, and (iv) disposes of such Common Shares under the Arrangement (a "Holder"). The Common Shares will generally be capital

property to a Holder unless the Holder holds such Common Shares in the course of carrying on a business or the Holder acquired such Common Shares as part of an adventure or concern in the nature of trade.

This summary is based upon the current provisions of the Tax Act in force as of the date hereof and an understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the "CRA") made publicly available prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals") and assumes that all Tax Proposals will be enacted in the form proposed. However, there can be no assurance that the Tax Proposals will be enacted in their current form, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in law or administrative practice, whether by legislative, regulatory, administrative or judicial decision or action, nor does it take into account or consider other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from the Canadian federal income tax considerations described herein.

This summary is not applicable to a Holder (i) that is a "financial institution" (as defined in the Tax Act) for the purposes of the "mark-to-market property" rules contained in the Tax Act), (ii) that is a "specified financial institution" (as defined in the Tax Act), (iii) an interest in which is, or whose Common Shares are, a "tax shelter investment" (as defined in the Tax Act), (iv) that made a "functional currency" election under section 261 of the Tax Act, (v) that is a Rollover Shareholder, (vi) that is exempt from Tax under Part I of the Tax Act, (vii) that acquired Common Shares pursuant to an Option or other equity-based employment compensation plan, (viii) that has or will enter into a "derivative forward agreement", a "synthetic disposition agreement", or a "dividend rental arrangement" (each as defined in the Tax Act) in respect of the Common Shares, (ix) that is a "foreign affiliate" (as defined in the Tax Act) of a taxpayer resident in Canada, or (x) that is a partnership. Such Holders should consult their own tax advisors.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. This summary is not exhaustive of all Canadian federal income tax considerations. Consequently, Shareholders are urged to consult their own tax advisors for advice regarding the income tax consequences to them of disposing of their Common Shares under the Arrangement, having regard to their own particular circumstances, and any other consequences to them of such transactions under Canadian federal, provincial, local and foreign tax laws.

This summary does not address the tax consequences to holders of Options. Such holders should consult their own tax advisors.

Holders Resident in Canada

The following portion of the summary is generally applicable to a Holder who, at all relevant times, is, or is deemed to be, resident in Canada for purposes of the Tax Act and any applicable income tax treaty or convention (a "Resident Holder").

Certain Resident Holders whose Common Shares might not otherwise be considered capital property may, in certain circumstances, make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have the Common Shares and all other "Canadian securities" as defined in the Tax Act owned by such Resident Holder in the taxation year in which the election is made, and in all subsequent taxation years, deemed to be capital property. Resident Holders should consult with their own tax advisors for advice with respect to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

Disposition of Common Shares under the Arrangement

Generally, a Resident Holder who disposes of Common Shares to the Purchaser will realize a capital gain (or a capital loss) equal to the amount by which the by which the proceeds of disposition to the Resident

Holder exceed (or are less than) the aggregate of the adjusted cost base to the Resident Holder of such Common Shares and any reasonable costs of disposition. The taxation of capital gains and capital losses is discussed below under the heading "Capital Gains and Capital Losses".

Dissenting Resident Holders of Common Shares

A Resident Holder who validly exercises Dissent Rights under the Arrangement (a "Dissenting Resident Holder") will be deemed to have transferred its Common Shares to the Purchaser and will be entitled to receive a payment from the Purchaser of an amount equal to the fair value of the Dissenting Resident Holder's Common Shares.

In general, a Dissenting Resident Holder will realize a capital gain (or capital loss) to the extent that such payment (other than any portion thereof that is interest awarded by a court) exceeds (or is less than) the aggregate of the adjusted cost base of the Common Shares to the Dissenting Resident Holder and any reasonable costs of the disposition. The taxation of capital gains and capital losses is discussed below under the heading "Capital Gains and Capital Losses". A Dissenting Resident Holder will be required to include in computing its income any interest awarded by a court in connection with the Arrangement.

Capital Gains and Capital Losses

Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a "taxable capital gain") realized by the Resident Holder in such taxation year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an "allowable capital loss") realized in a taxation year from taxable capital gains realized by the Resident Holder in the year. Allowable capital losses in excess of taxable capital gains 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 years to the extent and in the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a Common Share may be reduced by the amount of any dividends which have been received (or are deemed to have been received) by it on such Common Share (and, in certain circumstances, a share exchanged for such share) to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a corporation is a member of a partnership or beneficiary of a trust that owns such Common Share, directly or indirectly through a partnership or trust. Resident Holders to whom these rules may apply should consult their own tax advisors.

Additional Refundable Tax

A Resident Holder that is a "Canadian-controlled private corporation" (as defined in the Tax Act) throughout the year or a "substantive CCPC" (as defined in the Tax Act) at any time in a taxation year, may be liable to pay an additional tax on its "aggregate investment income" (as defined in the Tax Act) for the year, which includes amounts in respect of taxable capital gains and interest. Such additional tax may be refundable in certain circumstances. Such Resident Holders should consult their own tax advisors in this regard.

Alternative Minimum Tax

Capital gains realized by individuals and certain trusts may give rise to a liability for alternative minimum tax under the Tax Act. Resident Holders should consult their own tax advisors with respect to the potential application of alternative minimum tax having regard to their own particular circumstances.

Holders Not Resident in Canada

The following portion of the summary is generally applicable to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty, and at all relevant times, is not, and is not deemed to be, a

resident of Canada and does not use or hold, and is not deemed to use or hold, Common Shares in connection with carrying on a business in Canada (a "Non-Resident Holder"). This summary does not apply to a Non-Resident Holder that is an insurer that carries on (or is deemed to carry on) an insurance business in Canada and elsewhere or that is an "authorized foreign bank" (as defined in the Tax Act). Such Non-Resident Holders should consult their own tax advisors.

Disposition of Common Shares under the Arrangement

A Non-Resident Holder should not be subject to tax under the Tax Act on any capital gain, or entitled to deduct any capital loss, realized on the disposition of Common Shares to the Purchaser under the Arrangement unless such Common Shares constitute "taxable Canadian property" and do not constitute "treaty-protected property" (each as defined in the Tax Act) of the Non-Resident Holder at the time of disposition.

In general, the Common Shares will not constitute taxable Canadian property of a Non-Resident Holder at the time of their disposition provided that (a) the Common Shares are listed on a "designated stock exchange" within the meaning of the Tax Act (which currently includes the TSXV) at that time and (b) at no time during the 60-month period immediately preceding the time of disposition was it the case that the following two conditions were satisfied concurrently: (i) the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm's length, a partnership in which the Non-Resident Holder or a non-arm's length person held a membership interest directly or indirectly through on or more partnerships, or the Non-Resident Holder together with all such persons or partnerships, owned 25% or more of the issued Common Shares, and (ii) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, "Canadian resource properties", or "timber resource properties" (both as defined in the Tax Act), and options in respect of, interests or rights in any such properties. Notwithstanding the foregoing, Common Shares may be deemed to be taxable Canadian property in certain circumstances specified in the Tax Act.

Even if the Common Shares were considered to be taxable Canadian property of a Non-Resident Holder as described above, the Non-Resident Holder may be exempt from tax under the Tax Act on any gain on the disposition of Common Shares if the Common Shares constitute "treaty protected property" (as defined in the Tax Act). Generally, Common Shares owned by a Non-Resident Holder will be treaty-protected property if the gain from the disposition of such Common Shares would, because of an applicable income tax treaty or convention between Canada and another country, be exempt from tax under the Tax Act.

In the event that Common Shares constitute taxable Canadian property and are not treaty-protected property to a particular Non-Resident Holder, the tax consequences are as described above under "Holders Resident in Canada – Disposition of Common Shares under the Arrangement" and "Holders Resident in Canada – Capital Gains and Capital Losses". A Non-Resident Holder who disposes of taxable Canadian property that is not treaty-protected property will have to file a Canadian income tax return for the year in which the disposition occurs, regardless of whether the Non-Resident Holder is liable for Canadian tax on such disposition. Non-Resident Holders whose Common Shares are taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances, including whether their Common Shares constitute treaty-protected property and as to any related tax compliance requirements and procedures.

Dissenting Non-Resident Holders

A Non-Resident Holder who validly exercises Dissent Right under the Arrangement (a "Dissenting Non-Resident Holder") will be deemed to have transferred such Dissenting Non-Resident Holder's Common Shares to the Purchaser and will be entitled to receive a payment from the Purchaser of an amount equal to the fair value of the Dissenting Non-Resident Holder's Common Shares. Dissenting Non-Resident Holders will generally be subject to the same treatment described above under the headings "Holders Not Resident in Canada – Disposition of Common Shares under the Arrangement".

Any interest paid or deemed to be paid to a Dissenting Non-Resident Holder should not be subject to Canadian withholding tax provided that such interest is not "participating debt interest" (as defined in the Tax Act). Non-Resident Holders who intend to dissent from the Arrangement should consult their own tax advisors.

DISSENTING SHAREHOLDERS' RIGHTS

If you are a registered Shareholder, you are entitled to dissent from the Arrangement Resolution in the manner provided in section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement.

The following description of the Dissent Rights of Shareholders is not a comprehensive statement of the procedures to be followed by a Dissenting Holder who seeks payment of the "fair value" of such holder's Common Shares and is qualified in its entirety by the reference to the full text of the Interim Order which is attached as Appendix D to this Circular, the full text of the Plan of Arrangement which is attached as Appendix B to this Circular and the full text of section 185 of the OBCA which is attached as Appendix F to this Circular. A Shareholder who intends to exercise Dissent Rights should carefully consider and strictly comply with the provisions of section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement. Failure to strictly comply with such provisions, as modified by the Interim Order and the Plan of Arrangement, and to adhere to the procedures established therein may result in the loss of all rights thereunder. It is suggested that Shareholders wishing to avail themselves of their rights under those provisions seek their own legal advice, as failure to comply strictly with them may prejudice their right of dissent.

The Court hearing the application for the Final Order has the discretion to alter the Dissent Rights described herein based on the evidence presented at such hearing.

Under the Interim Order, a registered Shareholder who fully complies with the dissent procedures under section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, is entitled, when the Arrangement becomes effective, in addition to any other rights such Shareholder may have, to dissent and to be paid the fair value of such holder's Common Shares, determined as of the close of business on the last Business Day before the day on which the Arrangement Resolution is adopted. A registered Shareholder may exercise Dissent Rights only with respect to all of the Common Shares held by such Shareholder or on behalf of any one beneficial owner and registered in the Dissenting Holder's name.

Persons who are beneficial owners of Common Shares registered in the name of an Intermediary who wish to dissent should be aware that only the registered holder of such Common Shares is entitled to dissent. Accordingly, a beneficial owner of Common Shares desiring to exercise Dissent Rights must make arrangements for the Common Shares beneficially owned by such beneficial owner to be registered in the holder's name prior to the Record Date or, alternatively, make arrangements for the registered holder of such holder's Common Shares to dissent on such beneficial owner's behalf.

A registered Shareholder wishing to exercise Dissent Rights with respect to the Arrangement must send to the Corporation a Dissent Notice, which Dissent Notice must be received by the Corporation, c/o Investors Relations Department, 1295 Cornwall Road, Unit A3, Oakville, Ontario, L6J 7T5, or by email at [email protected] with a copy to WeirFoulds, 4100 - 66 Wellington Street West, TD Bank Tower, Toronto, Ontario, M5K 1B7, Attention: Jay Tomar, or by email at [email protected] by no later than 5:00 p.m. (Eastern time) on August 12, 2025 (or by 5:00 p.m. on the second Business Day immediately preceding the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the dissent procedures described in this Circular, the Interim Order, the Plan of Arrangement and section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement.

No Shareholder who has voted in favour of the Arrangement, either at the Meeting or by proxy, shall be entitled to dissent with respect to the Arrangement.

A Dissenting Holder may only exercise Dissent Rights with respect to all the Common Shares held by or on behalf of the Dissenting Holder.

Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Common Shares held by them to the Purchaser and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all liens, and if they: (i) ultimately are entitled to be paid fair value for such Common Shares by the Purchaser, shall be paid the fair value of such Common Shares, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights; and (ii) ultimately are not entitled, for any reason, to be paid fair value for such Common Shares by the Purchaser, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares who did not deposit with the Depositary a duly completed Letter of Transmittal (and shall be entitled to receive the Consideration in the same manner as such non-dissenting holder of Common Shares).

The filing of a Dissent Notice does not deprive a registered Shareholder of the right to vote at the Meeting; however, a registered Shareholder who has submitted a Dissent Notice and who votes in favour of the Arrangement Resolution will no longer be considered a Dissenting Holder with respect to the Common Shares voted in favour of the Arrangement Resolution. If such Dissenting Holder votes in favour of the Arrangement Resolution in respect of a portion of the Common Shares registered in such Dissenting Holder's name or held by same on behalf of any one beneficial owner, such vote approving the Arrangement Resolution will be deemed to apply to the entirety of the Common Shares held by such Dissenting Holder in such Dissenting Holder's name or in the name of that beneficial owner, given that section 185 of the OBCA provides there is no right of partial dissent. A vote against the Arrangement Resolution will not constitute a Dissent Notice.

Within 10 days after the approval of the Arrangement Resolution, the Corporation is required to notify each Dissenting Holder that the Arrangement Resolution has been approved. Such notice is not required to be sent to a registered Shareholder holding Common Shares who voted for the Arrangement Resolution or who has, or was deemed to have, withdrawn a Dissent Notice previously filed. A Dissenting Holder must, within 20 days after the Dissenting Holder receives notice that the Arrangement Resolution has been approved or, if the Dissenting Holder does not receive such notice, within 20 days after the Dissenting Holder learns that the Arrangement Resolution has been approved, send a Demand for Payment containing the Dissenting Holder's name and address, the number of Common Shares held by the Dissenting Holder, and a Demand for Payment of the fair value of such Dissent Shares. Within 30 days after sending a Demand for Payment, the Dissenting Holder must send to the Depositary or the Corporation, c/o Investors Relations Department, 1295 Cornwall Road, Unit A3, Oakville, Ontario, L6J 7T5, or by email at [email protected] with a copy to WeirFoulds, 4100 - 66 Wellington Street West, TD Bank Tower, Toronto, Ontario, M5K 1B7, Attention: Jay Tomar, or by email at [email protected] the certificates representing the Dissent Shares. A Dissenting Holder who fails to send the certificates representing the Dissent Shares has no right to make a claim under section 185 of the OBCA. The Corporation will endorse on certificates received from a Dissenting Holder a notice that the holder is a Dissenting Holder under section 185 of the OBCA and will forthwith return the certificates to the Dissenting Holder.

On the filing of a Demand for Payment (and in any event upon the Effective Date), a Dissenting Holder ceases to have any rights in respect of its Dissent Shares, other than the right to be paid the fair value of its Dissent Shares as determined pursuant to section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, except where, prior to the date at which the Arrangement becomes effective: (i) the Dissenting Holder withdraws, or is deemed to have withdrawn, its Demand for Payment before the Corporation makes an Offer to Pay to the Dissenting Holder, (ii) an Offer to Pay is not made and the Dissenting Holder withdraws, or is deemed to have withdrawn, its Demand for Payment, or (iii) the Board revokes the Arrangement Resolution, in which case the Corporation will reinstate the Dissenting Holder's rights in respect of its Dissent Shares as of the date the Demand for Payment was sent. Pursuant to the Plan of Arrangement, in no case will the Corporation, the Purchaser or any other Person be required to recognize any Dissenting Holder as a Shareholder after the Effective Date, and the names of such Shareholders will be deleted from the list of registered Shareholders at the Effective Date. In addition to any other restrictions under section 185 of the OBCA, none of the following shall be entitled to exercise

Dissent Rights: (i) the Shareholders who vote or have instructed a proxy holder to vote such Common Shares in favour of the Arrangement Resolution, and (ii) Rollover Shareholders and other Shareholders who entered into Support and Voting Agreements.

No later than seven days after the later of the Effective Date and the date on which a Demand for Payment of a Dissenting Holder is received, each Dissenting Holder who has sent a Demand for Payment must be sent a written Offer to Pay for its Dissent Shares in an amount considered by the Board to be the fair value thereof, accompanied by a statement showing how the fair value was determined. Every Offer to Pay in respect of Common Shares must be on the same terms.

Payment for the Dissent Shares of a Dissenting Holder must be made within 10 days after an Offer to Pay has been accepted by a Dissenting Holder, but any such Offer to Pay lapses if a written acceptance thereof is not received within 30 days after the Offer to Pay has been made. If an Offer to Pay for the Dissent Shares of a Dissenting Holder is not made, or if a Dissenting Holder fails to accept an Offer to Pay that has been made, an application to the Court to fix a fair value for the Dissent Shares of Dissenting Holders may be made by the Corporation within 50 days after the Effective Date or within such further period as the Court may allow. If no such application is made, a Dissenting Holder may apply to the Court for the same purpose within a further period of 20 days or within such further period as the Court may allow. A Dissenting Holder is not required to give security for costs in such an application.

Shareholders who are considering exercising Dissent Rights should be aware that there can be no assurance that the fair value of the Common Shares as determined under applicable provisions of the OBCA (as modified by the Interim Order and the Plan of Arrangement) will be more than or equal to the consideration under the Arrangement. In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Holder of consideration for such Dissenting Holder's dissenting shares.

THE ABOVE IS ONLY A SUMMARY OF THE PROVISIONS OF THE OBCA PERTAINING TO THE DISSENT RIGHTS, AS MODIFIED BY THE INTERIM ORDER AND THE PLAN OF ARRANGEMENT, WHICH ARE TECHNICAL AND COMPLEX. IF YOU ARE A SHAREHOLDER HOLDING COMMON SHARES AND WISH TO DIRECTLY OR INDIRECTLY EXERCISE DISSENT RIGHTS, YOU SHOULD SEEK YOUR OWN LEGAL ADVICE AS FAILURE TO STRICTLY COMPLY WITH THE PROVISIONS OF THE OBCA, AS MODIFIED BY THE INTERIM ORDER AND THE PLAN OF ARRANGEMENT, MAY PREJUDICE YOUR DISSENT RIGHTS AND RESULT IN THE LOSS OR UNAVAILABILITY OF THE RIGHT TO DISSENT. WE URGE ANY SHAREHOLDER WHO IS CONSIDERING DISSENTING TO THE ARRANGEMENT TO CONSULT THEIR OWN TAX ADVISOR WITH RESPECT TO THE INCOME TAX IMPLICATIONS TO A DISSENTING HOLDER.

INFORMATION CONCERNING THE PURCHASER PARTIES

The Purchaser

The Purchaser was incorporated under the OBCA and is an entity controlled by Sagard. The Purchaser was formed solely for the purpose of engaging in the transactions contemplated by the Arrangement Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Arrangement Agreement. The Purchaser's registered office is located at 199 Bay Street, Commerce Court West, Suite 5300, Toronto, Ontario, M5L1B9, Canada.

Sagard

INFORMATION CONCERNING THE CORPORATION

General

Lorne Park is a corporation formed under the laws of the province of Ontario, having its head office in Oakville, Ontario. Lorne Park was created to bring together boutique investment management and wealth advisory firms in order to deliver robust, cost-effective investment solutions to affluent investors, foundations, estates and trusts. Lorne Park seeks to create better alignment between investment managers and wealth advisors while providing them with additional resources to accelerate their growth.

The Common Shares are listed on the TSXV under the trading symbol “LPC”. Lorne Park is a reporting issuer in Ontario, British Columbia and Alberta and as of the date of this Notice, is not noted in default on the lists of reporting issuers maintained by the Ontario, British Columbia and Alberta securities commissions. Lorne Park is the parent corporation of Bellwether, Bellwether Estate and Insurance Services Inc. (“Bellwether Estate”) and Bellwether Investment Management USA, Inc. (“Bellwether USA”). Bellwether Estate is registered as an insurance agent corporation with the Financial Services Commission of Ontario. Bellwether USA is a Delaware corporation that holds investments in USA based Securities and Exchange Commission registered investment advisory firms.

The Corporation’s head office is located at 1295 Cornwall Road, Unit A3, Oakville, Ontario, L6J 7T5.

Description of Share Capital

The Corporation’s authorized share capital consists of an unlimited number of Common Shares. All classes of shares in the capital of the Corporation are without nominal or par value. As of the Record Date, there were 54,653,575 Common Shares and no preferred shares issued and outstanding. Each Common Share confers the right to one vote and entitles the holder thereof as of the Record Date to one vote per Common Share at the Meeting.

Dividend Policy

The Corporation has a dividend policy that aims to provide a consistent stream of income to Shareholders, while also reinvesting profits for growth. The declaration, amount and payment of future cash dividends are subject to the Board’s continuing determination that the payment of dividends is in the best interests of the Corporation, its shareholders and is in compliance with all laws and agreements of the Corporation applicable to the declaration and payment of cash dividends. The ability of the Corporation to pay future dividends will be reviewed on a quarterly basis taking into consideration actual and forecasted cash flows and the macroeconomic outlook at that point in time.

Other than the ordinary course quarterly dividend of the Corporation, the Corporation, in accordance with the Arrangement Agreement, does not intend to declare or pay dividends or any other distributions on the Common Shares until the completion of the Arrangement. The table below describes the dividend payments declared and made by the Corporation over 2 years prior to the date of this Circular.

Dividend Payment Date	Record Date	Amount of Dividend per Common Share
July 31, 2023	July 17, 2023	$0.007
October 31, 2023	October 17, 2023	$0.007
January 31, 2024	January 17, 2024	$0.007
April 30, 2024	April 16, 2024	$0.007
July 31, 2024	July 17, 2024	$0.008
October 31, 2024	October 17, 2024	$0.008
January 31, 2025	January 17, 2025	$0.008
April 30, 2025	April 16, 2025	$0.01

Ownership of Securities

The names of the directors, officers and other insiders of the Corporation, the positions held by them with the Corporation and the number and percentage of outstanding Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by each of them and, where known after reasonable enquiry, by their respective associates or affiliates, are set out in the following table. The table also sets out the number of Options held by each of them, prior to the Arrangement:

Name	Position with the Corporation	Common Shares	% of Common Shares	Options
Robert Sewell	President and CEO	17,570,587	32.15%	625,000
Stephen Meehan	Director	6,089,778	11.14%	350,000
David Brown	Director	170,000	0.31%	310,000
Christopher Dingle	Chairman	315,611	0.58%	545,000
James Williams	Director	147,420	0.27%	95,000
Peter Patchet	Director	102,500	0.19%	105,000
Carlo Pannella	Chief Financial Officer	622,518	1.14%	375,000
Julianna Varpalotai-Xavier	Chief Operating Officer and Chief Compliance Officer at Bellwether	417,191	0.76%	206,250
Craig Ellis	VP and Portfolio Manager and Chief Investment Officer at Bellwether	646,312	1.18%	250,000
Susan Schulze	VP Practice Management at Bellwether	71,941	0.13%	250,000
Wayne Wiggins	VP and Portfolio Manager at Bellwether	726,200	1.33%	160,000
Georges Nasr	VP Corporate Development at Bellwether	0	0.00%	75,000

Commitments to Acquire Securities of the Corporation

Except as otherwise described in this Circular, none of the Corporation and its directors and executive officers or, to the knowledge of the directors and executive officers of the Corporation, any of their respective associates or affiliates, any other insiders of the Corporation or their respective associates or affiliates or any person acting jointly or in concert with the Corporation has made any agreement, commitment or understanding to acquire securities of the Corporation.

Previous Purchases and Sales

Other than as described below, except pursuant to the exercise of Options, no Common Shares or other securities of the Corporation have been purchased or sold by the Corporation during the twelve (12)-month period preceding the date of this Circular.

Date	Nature of Distribution	Debentures	Interest Rate	Maturity

August 15, 2024	Private placement of non-convertible debentures	Aggregate principal amount of $3,764,000	7.8% per annum, paid semi-annually	August 15, 2029

Previous Distributions

Except as disclosed below, no Common Shares were distributed by the Corporation in the last five years.

Date	Nature of Distribution	Number of Common Shares	Aggregate Issue/Exercise Price per Common Share	Gross Proceeds to the Corporation
July 10, 2020	Debenture warrants exercised	750	$0.50	$375
July 23, 2020	Debenture warrants exercised	54,500	$0.50	$27,250
August 7, 2020	Debenture warrants exercised	510,750	$0.50	$255,375
August 14, 2020	Debenture warrants exercised	137,500	$0.50	$68,750
September 30, 2020	Debenture warrants exercised	8,000	$0.53	$4,240
March 5, 2021	Exercise of Options	5,000	$0.40	$2,000
May 6, 2021	Exercise of Options	50,000	$0.30	$15,000
July 30, 2021	Exercise of Options	7,500	$0.40	$3,000
November 3, 2021	Private placement of Common Shares pursuant to the ESSP	90,779	$0.71	$64,453
November 5, 2021	Exercise of Options	25,000	$0.40	$10,000
February 28, 2022	Exercise of Options	500,000	$0.30	$150,000
February 28, 2022	Exercise of Options	100,000	$0.40	$40,000
February 28, 2022	Exercise of Options	125,000	$0.40	$50,000
February 28, 2022	Exercise of Options	150,000	$0.43	$64,500
February 28, 2022	Exercise of Options	150,000	$0.30	$45,000
February 28, 2022	Exercise of Options	125,000	$0.40	$50,000
February 28, 2022	Exercise of Options	50,000	$0.30	$15,000
February 28, 2022	Exercise of Options	50,000	$0.30	$15,000
February 28, 2022	Exercise of Options	20,000	$0.60	$12,000
March 3, 2022	Private placement of Common Shares pursuant to the ESSP	72,215	$0.93	$67,160
April 1, 2022	Exercise of Options	50,000	$0.40	$20,000

Date	Nature of Distribution	Number of Common Shares	Aggregate Issue/Exercise Price per Common Share	Gross Proceeds to the Corporation
April 6, 2022	Exercise of Options	10,000	$0.40	$4,000
April 6, 2022	Exercise of Options	5,000	$0.75	$3,750
April 6, 2022	Exercise of Options	1,250	$0.95	$1,188
July 28, 2022	Private placement of Common Shares pursuant to the ESSP	71,876	$1.20	$86,251
August 10, 2022	Private placement	415,000	$1.45	$601,750
August 19, 2022	Exercise of Options	5,718	$0.40	Cashless exercise of 10,000 Options
November 21, 2022	Exercise of Options	5,048	$1.30	Cashless exercise of 18,750 Options
March 1, 2023	Private placement of Common Shares pursuant to the ESSP	94,193	$1.30	$122,451
March 27, 2023	Exercise of Options	67,654	$0.30	Cashless exercise of 125,000 Options
March 27, 2023	Exercise of Options	5,668	$0.40	Cashless exercise of 10,000 Options
March 27, 2023	Exercise of Options	278,863	$0.30	Cashless exercise of 500,000 Options
March 27, 2023	Exercise of Options	100,000	$0.40	$40,000
March 27, 2023	Exercise of Options	27,420	$0.30	Cashless exercise of 50,000 Options
June 14, 2023	Debenture warrants exercised	17,500	$1.35	$23,625
September 15, 2023	Private placement of Common Shares pursuant to the ESSP	91,708	$1.25	$114,635
October 5, 2023	Exercise of Options	877	$0.95	Cashless exercise of 5,000 Options
May 14, 2024	Exercise of Options	20,000	$0.60	$12,000
May 14, 2024	Exercise of Options	25,000	$0.75	$18,750
June 21, 2024	Private placement of Common Shares pursuant to the ESSP	121,060	$1.44	$174,326
June 26, 2024	Exercise of Options	2,500	$1.50	$3,750
November 5, 2024	Exercise of Options	10,245	$0.60	Cashless exercise of 25,000 Options
January 31, 2025(1)	Private placement of Common Shares pursuant to the ESSP	104,324	$1.35	$140,837

Note:
(1) The Corporation repurchased and cancelled these 104,324 Common Shares on June 5, 2025 at the same price as the issue price being $1.35 per Common Share.

Trading in Common Shares

The Common Shares are listed and posted for trading on the TSXV under the symbol "LPC". The following table summarizes the high and low closing market prices and the trading volumes of the Common Shares on the TSXV for each of the periods indicated:

Month	Price Range		Volume
	High	Low
July 2024	1.45	1.15	46,701
August 2024	-	-	0
September 2024	1.45	1.45	300
October 2024	1.45	1.26	6,200
November 2024	1.4	1.26	12,928
December 2024	1.4	1.35	10,000
January 2025	1.5	1.35	31,067
February 2025	1.49	1.3	3,350
March 2025	1.5	1.4	25,850
April 2025	1.5	1.35	6,600
May 2025	1.5	1.35	11,560
June 2025	2.2	1.49	56,291
July 2025(1)	2.2	2.2	51,900

Note:
(1) The information presented for July 2025 is until July 11, 2025.

The closing price of the Common Shares on the TSXV on July 11, 2025 was $2.20.

Management Contracts

Except as otherwise described elsewhere in this Circular, to the knowledge of the directors and executive officers of the Corporation, no director or officer of the Corporation, or person who beneficially owns, or controls or directs, directly or indirectly, more than 10% of the Common Shares, or director or officer of such person, or associate or affiliate of the foregoing has any interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries.

Indebtedness of Directors and Executive Officers

The Corporation's management is not aware of any material interest of any director or executive officer or anyone who has held office as such since the beginning of the last financial year or of any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting, except as disclosed herein.

Interest of Informed Persons in Material Transactions

since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries.

Interest of Certain Persons and Companies in Matters to be Acted Upon

Material Changes in the Affairs of the Corporation

Except as described in this Circular, the directors and executive officers of the Corporation are not aware of any plans or proposals for material changes in the affairs of the Corporation.

DEPOSITARY, TRANSFER AGENT AND REGISTRAR

Odyssey will act as the Depositary for the receipt of share certificates (or other necessary information and confirmation for a book-entry transfer) representing Common Shares, and related Letters of Transmittal and the payments to be made to Shareholders pursuant to the Arrangement. The Depositary will receive reasonable and customary compensation for its services in connection with the Arrangement, will be reimbursed for certain out-of-pocket expenses and will be indemnified by the Corporation against certain liabilities under applicable Securities Laws and expenses in connection therewith.

No fee or commission is payable by any Shareholder who transmits its Common Shares directly to the Depositary. Except as set forth above or elsewhere in this Circular, the Corporation will not pay any fees or commissions to any broker or dealer or any other person for soliciting deposits of Common Shares pursuant to the Arrangement.

Computershare is acting as the transfer agent and registrar for the Corporation at its offices located in Toronto, Canada.

LEGAL MATTERS

Certain legal matters in connection with the Arrangement will be passed upon for the Corporation by WeirFoulds LLP, and for the Purchaser and Sagard by Stikeman Elliott LLP.

AUDITOR

MNP LLP, located at 111 Richmond Street West, Suite 300, Toronto, Ontario, M5H 2G4, is the Corporation's auditor and has confirmed that it is independent of the Corporation within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

ADDITIONAL INFORMATION

Additional financial and other information relating to the Corporation is available under the Corporation's profile on SEDAR+ at www.sedarplus.ca and on the Corporation's website at www.lpcp.ca. Information on the Corporation's website is not incorporated by reference in this Circular.

Financial information concerning the Corporation is included in the Corporation's consolidated financial statements and management's discussion and analysis for its most recently completed financial year and other continuous disclosure documents which are available under the Corporation's profile on SEDAR+ at www.sedarplus.ca. Additional copies of this Circular and the documents referred to in the preceding sentence are available upon written request to the Corporation, without charge where applicable, by e-mailing [email protected]. The Corporation may require the payment of a reasonable charge if the request is made by a person who is not a Shareholder.

QUESTIONS AND FURTHER ASSISTANCE

If you have any questions regarding the information contained in this Circular or need assistance voting or completing your form of proxy or voting information form, please contact the Transfer Agent, by phone at (905) 337-2227 or via email at [email protected]

If you have any questions or need assistance completing the Letter of Transmittal, please contact the Depositary, by phone at (587) 885-0960 or via email at [email protected].

APPROVAL BY THE DIRECTORS

The Board of the Corporation approved the contents of the Circular and the delivery of the necessary documents to the shareholders.

(s) Christopher Dingle

Christopher Dingle
Chair of the Board of Directors and
the Special Committee

GLOSSARY OF TERMS

"1% Exemption" has the meaning ascribed thereto under "Certain Legal Matters – Securities Law Matters – Collateral Benefits".

"5% Exemption" has the meaning ascribed thereto under "Certain Legal Matters – Securities Law Matters – Collateral Benefits".

"1934 Act" has the meaning ascribed thereto under "Notice to United States Shareholders".

"Acquisition Proposal" means, other than the transactions contemplated by the Arrangement Agreement and other than any transaction involving only the Corporation and one or more of its Subsidiaries or among one or more of its Subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Purchaser (or any of its affiliates or any Person acting in concert with the Purchaser or any of its affiliates) after the date of the Arrangement Agreement relating to (i) any direct or indirect sale, disposition, alliance or joint venture (or any lease, license, long-term supply agreement or other arrangement having the same economic effect as a sale or disposition), in a single transaction or a series of transactions, of assets (including shares of Subsidiaries of the Corporation) representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Corporation and its Subsidiaries; (ii) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning, or exercising control or direction over, 20% or more of any class of voting or equity securities of the Corporation or any of its Subsidiaries (or securities convertible into or exchangeable for such voting or equity securities) then outstanding (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exchangeable or exercisable for such voting or equity securities); (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Corporation or any of its Subsidiaries; or (iv) any other similar transaction or series of transactions involving the Corporation or any of its Subsidiaries.

"Action" means, with respect to any Person, any litigation, legal or regulatory action, lawsuit, claim, audit, hearing, examination, enquiry, investigation, contractual dispute resolution process or other proceeding (whether civil, administrative, investigative, appellate, quasi-criminal or criminal) before any Governmental Entity against or involving such Person or its business, operations, directors or officers or affecting its assets.

"Advisors" means the advisors which have joined the platform of the Corporation and which have a partnership or agency relationship with the Corporation or any of its Subsidiaries. The Corporation Disclosure Letter contains a list of the Advisors as of the date of the Arrangement Agreement.

"affiliate" has the meaning specified in National Instrument 45-106 Prospectus Exemptions, as in effect on the date of the Arrangement Agreement.

"allowable capital loss" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Capital Gains and Capital Losses".

"Arrangement" means an arrangement under section 182 of the OBCA in accordance with the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or made at the direction of the Court in the Final Order with the prior consent of the Corporation and the Purchaser, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement dated June 5, 2025, between the Corporation and the Purchaser (including the Schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

"Arrangement Resolution" means the special resolution approving the Plan of Arrangement to be considered at the Meeting, substantially in the form attached hereto as Appendix A to this Circular.

"Articles of Arrangement" means the articles of arrangement of the Corporation in respect of the Arrangement, required by the OBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.

"associate" has the meaning specified in the Securities Act (Ontario) as in effect on the date of the Arrangement Agreement.

"Authorization" means, with respect to any Person, any Order, permit, approval, certification, accreditation, consent, waiver, registration (including registration under NI 31-103), license or similar authorization of, or agreement with, any Governmental Entity, including whether by expiry or termination of an applicable waiting period or otherwise, that is binding upon, required to be obtained or made by, or applicable to such Person, or its business, assets or securities.

"Bellwether" has the meaning ascribed thereto under "Election of Directors".

"Bellwether Estate" has the meaning ascribed thereto under "Information Concerning the Corporation - General".

"Bellwether USA" has the meaning ascribed thereto under "Information Concerning the Corporation - General".

"BMO" has the meaning ascribed thereto under "The Arrangement - Background to the Arrangement"

"Board" means the board of directors of the Corporation as constituted from time to time.

"Board Recommendation" has the meaning ascribed thereto under "The Arrangement - Recommendation of the Board".

"Books and Records" means the books and records of the Corporation and its Subsidiaries, including books of account and Tax records, whether in written or electronic form, and whether retained internally or otherwise.

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or Montreal, Québec.

"Broadridge" means Broadridge Financial Solutions, Inc.

"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

"CFIUS" means the Committee on Foreign Investment in the United States and each member agency acting on its behalf.

"Change in Recommendation" has the meaning ascribed thereto under "Key Agreements Relating to the Arrangement - Arrangement Agreement - Termination of the Arrangement Agreement".

"Circular" means the Notice of Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

"Common Shares" means the common shares in the capital of the Corporation.

"Compensation and Corporate Governance Committee" has the meaning ascribed thereto under "Directors' and Officers' Compensation – Compensation Policy".

"Competition Act" means the Competition Act (Canada), R.S.C. 1985, c. C-34, as amended.

"Competitive Process" has the meaning ascribed thereto under "The Arrangement – Background to the Arrangement".

"Computershare" means Computershare Trust Company of Canada;

"Confidentiality Agreement" means the confidentiality agreement dated August 9, 2024, between the Corporation and Sagard.

"Consent Deadline" means as soon as reasonably practicable after the date of the Arrangement Agreement, but in any event prior to June 26, 2025.

"Consideration" means the consideration per Share to be received by the Shareholders (other than Rollover Shareholders in respect of their Rollover Shares) pursuant to the Plan of Arrangement consisting of $2.23 in cash per Share, without interest.

"Constating Documents" means, in respect of a Person, articles of incorporation, amalgamation, arrangement or continuation, as applicable, certificates of incorporation, certificate of formation, by-laws, operating agreements or other constating documents and all amendments thereto, of such Person.

"Contract" means any written or oral agreement, commitment, engagement, contract, license, lease, obligation, undertaking or other right or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound or affected or to which any of their respective properties or their assets is subject, together with any amendment, modification or supplement thereto.

"Corporation", "Lorne Park", "we", "our" and "us" means Lorne Park Capital Partners Inc., a corporation existing under the OBCA.

"Corporation Disclosure Letter" means the disclosure letter dated the date of the Arrangement Agreement and delivered by the Corporation to the Purchaser contemporaneously with the execution of the Arrangement Agreement.

"Corporation Expense Fee" has the meaning ascribed thereto under "Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination Fees".

"Corporation Expense Fee Event" has the meaning ascribed thereto under "Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination Fees".

"Court" means the Superior Court of Justice (Commercial List) of the Province of Ontario.

"CRA" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations".

"D&O Support and Voting Agreement" means each support and voting agreement entered into between the Purchaser and a director or officer of the Corporation (other than the Rollover Shareholders or their affiliates) substantially in the form of Schedule F of the Arrangement Agreement.

"Debentureholder Consent and Support Agreement" means a debentureholder consent and support agreement entered into among the Purchaser, the Corporation and any of the Debentureholders substantially in the form of Schedule E of the Arrangement Agreement.

"Debentureholders" means the registered holders of the 2027-2028 Debentures.

"Debentureholders Approval" means (i) the execution of Debentureholder Consent and Support Agreements by all Debentureholders prior to the Consent Deadline, or (ii) the approval of the Debenture Arrangement Resolution by the Debentureholders at the Debentureholders Meeting, as applicable.

"Debentureholders Meeting" means a meeting of the Debentureholders.

"Debenture Arrangement Resolution" means one or more resolutions approving the Plan of Arrangement as amended pursuant to Section 4.9(1) of the Arrangement Agreement.

"Debt Commitment Letter" has the meaning ascribed thereto under "The Arrangement – Sources of Funds for the Arrangement – Financing Commitment Letters".

"Debt Financing Sources" means the Persons that have committed to provide or arrange the Debt Financing or otherwise have entered into agreements pursuant to the Debt Commitment Letter or in connection with all or any part of the Debt Financing described therein (or any alternative debt financings), including the parties to any commitment letters (including the Debt Commitment Letter), engagement letters, joinder agreements, credit agreements or other agreements entered into pursuant thereto or relating thereto, together with their affiliates and their and their affiliates' respective Representatives, controlling persons and the successors and assigns of any of the foregoing.

"Demand for Payment" means a written notice containing a Dissenting Holder's name and address, the number and type of Common Shares in respect of which that Dissenting Holder dissents and a demand for payment of the fair value of such Common Shares.

"Depositary" means Odyssey, in its capacity as depositary for the Arrangement, or such other Person as the Corporation and the Purchaser agree to engage as depositary for the Arrangement.

"Different Consideration" has the meaning ascribed thereto under "Certain Legal Matters – Securities Laws Matters – Application of MI 61-101".

"Director" means the Director appointed pursuant to section 278 of the OBCA.

"Dissent Notice" means a written objection to the Arrangement Resolution provided by a Dissenting Holder in accordance with the dissent procedure set out under section 185 of the OBCA.

"Dissent Rights" means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

"Dissent Shares" means those Common Shares in respect of which Dissent Rights have been exercised by the registered Shareholders in accordance with section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement.

"Dissenting Holder" means a registered Shareholder as of the Record Date who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately determined to be entitled to be paid the fair value of its Common Shares, but only in respect of the Common Shares in respect of which Dissent Rights are validly exercised by such registered Shareholder.

"Dissenting Non-Resident Holder" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dissenting Non-Resident Holders".

"Dissenting Resident Holder" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holders of Common Shares".

"DRS Statement" has the meaning ascribed thereto under "Frequently Asked Questions".

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" means 12:01 a.m. (Eastern time) on the Effective Date, or such other time as the Parties agree to in writing.

"Equity Commitment Letter" has the meaning ascribed thereto under "The Arrangement – Sources of Funds for the Arrangement – Financing Commitment Letters".

"Equity Financing Sources" means the equity financing source identified in the Equity Commitment Letter, and any other Person which becomes a financing source in respect of, the Equity Financing pursuant to the Equity Commitment Letter.

"ESSP" has the meaning ascribed thereto under "Directors' and Officers' Compensation – Long Term Incentive Compensation – Stock Options and Employee Stock Savings Plan".

"Existing Debentures" means, collectively, the 2027 Debentures, 2028 Debentures and the 2029 Debentures.

"Fairness Opinion" means the opinion of KPMG to the effect that, as of the date of such opinion, the Consideration to be received by the Shareholders (other than the Rollover Shareholders) is fair, from a financial point of view, to such Shareholders, a copy of which is appended to this Circular as Appendix C.

"Final Hearing" has the meaning ascribed thereto under "Certain Legal Matters – Court Approval and Completion of the Arrangement – Final Order".

"Final Order" means the final order of the Court pursuant to section 182 of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Corporation and the Purchaser, each acting reasonably) on appeal.

"Financing Commitments" has the meaning ascribed thereto under "The Arrangement – Sources of Funds for the Arrangement – Financing Commitment Letters".

"Financing Sources" has the meaning ascribed thereto under "The Arrangement – Sources of Funds for the Arrangement – Financing Commitment Letters".

"forward-looking statements" has the meaning ascribed thereto under "Forward Looking Information and Statements".

"Governmental Entity" means (a) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, corporation, board, bureau, commissioner, minister, cabinet, governor in council, ministry, agency or instrumentality, domestic or foreign; (b) any subdivision, agent, commission, board or authority of any of the foregoing; (c) any quasi-governmental or private body including any tribunal, commission, regulatory agency, rule or regulation-making entity or self-regulatory

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organization exercising any legislative, judicial, administrative, regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any Securities Authority or stock exchange, including the TSXV.

"Holder" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations".

"IFRS" means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.

"Initial Proposal" has the meaning ascribed thereto under "The Arrangement – Background to the Arrangement".

"Initial Response" has the meaning ascribed thereto under "The Arrangement – Background to the Arrangement".

"Insurance Business" means the business conducted by Bellwether Estate on the Closing or during the three (3) years preceding the Closing.

"Interim Order" means the interim order of the Court pursuant to section 182 of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

"Interested Parties" has the meaning ascribed thereto under "The Arrangement – Background to the Arrangement".

"Intermediary" has the meaning ascribed thereto under "Frequently Asked Questions".

"IPC" has the meaning ascribed thereto under "Election of Directors".

"Key Executives" means Robert Sewell, Stephen Meehan, Carlo Pannella, Craig Ellis, Susan Schulze, Georges Nasr, and Julianna Varpalotai-Xavier.

"KPMG" means KPMG LLP.

"KPMG Engagement Agreement" has the meaning ascribed thereto under "The Arrangement – Fairness Opinion".

"Law" means, with respect to any Person, any and all applicable domestic or foreign national, federal, provincial, state, municipal or local law (statutory, civil, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, Order or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and all policies, guidelines, notices and protocols of any Governmental Entity, as amended, whether or not having the force of law.

"Letter of Transmittal" means the form of letter of transmittal accompanying this Circular sent to Shareholders in respect of the exchange of their Common Shares, pursuant to the Arrangement.

"Limited Guarantee" has the meaning ascribed thereto under "The Arrangement – Sources of Funds for the Arrangement – Limited Guarantee".

"Loan" has the meaning ascribed thereto under "Approval of the Corporation's Stock Option Plan".

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"Management Group" has the meaning ascribed thereto under "The Arrangement – Background to the Arrangement".

"Matching Period" has the meaning ascribed thereto under "Key Agreements Relating to the Arrangement – Arrangement Agreement – Acquisition Proposals - Right to Match".

"Material Adverse Effect" means, in respect of the Corporation, any fact, state of facts, change, event, occurrence, effect, development or circumstance that, individually or in the aggregate with other such facts, state of facts, changes, events, occurrences, effects, development or circumstances (i) is or would reasonably be expected to be material and adverse to the business, operations, affairs, results of operations, assets, properties, capitalization, cash flow, condition (financial or otherwise), obligations or liabilities (contingent or otherwise) of the Corporation and its Subsidiaries, taken as a whole, or (ii) materially impairs or delays, or would reasonably be expected to materially impair or delay, the performance by the Corporation of its covenants and agreements under the Arrangement Agreement or impair or delay the Corporation's ability to consummate the Arrangement by the Outside Date; except, in the case of (i) above, any such fact, state of facts, change, event, occurrence, effect, development or circumstance resulting from or arising in connection with:

(a) any change, event, occurrence, effect, development or circumstance generally affecting the industries in which the Corporation and its Subsidiaries operate;

(b) any change in global, national or regional political conditions, including in Canada or the United States (including the outbreak or escalation of war or acts of terrorism) or in general economic, political, regulatory or market conditions or in national or global financial or capital markets, including in Canada or the United States;

(d) any adoption, proposal, implementation or change in Law, including changes to IFRS, or in any interpretation of Law, by any Governmental Entity;

(e) any natural disaster;

(f) any epidemic, pandemic or disease outbreak (and any worsening thereof);

(g) the failure by the Corporation in and of itself to meet any internal or public projections, forecasts, guidance or estimates of revenues or earnings (it being understood that the cause underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred);

(h) any action taken which is required to be taken pursuant to the Arrangement Agreement or upon the written request of the Purchaser;

(i) any loss or threatened loss of, or adverse change or threatened adverse change in the relationship of the Corporation or its subsidiaries with any employees of the Corporation, Advisors or clients, in each case, only to the extent resulting from the announcement or performance of the Arrangement Agreement or the consummation of the Arrangement; or

(j) any change in the market price or trading volumes of any securities of the Corporation (it being understood that the causes underlying such change in market price or trading volumes may be taken into account in determining whether a Material Adverse Effect has occurred);

provided, however, that with respect to clauses (a) through to and including (e), such matter does not have a materially disproportionate effect on the Corporation and its Subsidiaries, taken as a whole, relative to

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other comparable companies or entities operating in the markets and in the industries in which the Corporation and its Subsidiaries operate; and unless expressly provided in any particular section of the Arrangement Agreement, references in certain sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Material Adverse Effect” has occurred.

“Material Contract” means any Contract:

(a) that if terminated or modified would materially impact the ability of the Corporation or any of its Subsidiaries to carry on its business in the Ordinary Course or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect;

(b) relating directly or indirectly to (i) Indebtedness currently outstanding or which may become outstanding, or (ii) the guarantee of any liabilities or obligations of another Person;

(c) restricting the incurrence of Indebtedness by the Corporation or any of its Subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of the Corporation or any of its Subsidiaries, or restricting the payment of dividends by the Corporation or by any of its Subsidiaries;

(d) under which the Corporation or any of its Subsidiaries has received payment in excess of $500,000 during the fiscal year ended December 31, 2024, or expects to receive payments in excess of $500,000 in any 12-month period;

(e) under which the Corporation or any of its Subsidiaries has made payments in excess of $250,000 during the fiscal year ended December 31, 2024, or is obligated to make payments in excess of $500,000 in any 12-month period;

(f) that is a partnership agreement, limited liability company agreement, joint venture agreement or similar agreement or arrangement relating to the formation, creation or operation of any partnership, limited liability company or joint venture;

(g) with any Person with whom the Corporation or any of its Subsidiaries does not deal at arm’s length, other than the Corporation or any wholly-owned Subsidiary of the Corporation;

(h) with a Governmental Entity;

(i) relating to any litigation or settlement thereof which does or could have actual or contingent obligations or entitlements of the Corporation or any of its Subsidiaries in excess of $500,000 with respect to which (i) any such obligations or entitlements have not been fully satisfied prior to the date of the Arrangement Agreement; or (ii) material conditions precedent to the settlement thereof have not been satisfied;

(j) providing for any termination, retention, severance, any payments payable in connection with, or in relation to, a change in control of the Corporation, or any other payments or benefits that would be triggered by the Arrangement;

(k) in respect of the Corporation’s Intellectual Property (as defined in the Arrangement Agreement), the Corporation Software (as defined in the Arrangement Agreement) (in each case, excluding any off-the-shelf or other widely available Software (as defined in the Arrangement Agreement) that is available on non-discriminatory terms for a one time or annual fee (whichever is higher) of not more than $500,000 each) or any data owned by, licensed to or used by the Corporation or any of its Subsidiaries;

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(I) under which the Corporation or any of its Subsidiaries may (i) hire, engage, promote or terminate any director, executive officer or advisor, or any employee or independent contractor with an annual base salary or remuneration in excess of $100,000; (ii) make any changes to the terms and conditions of employment applicable to any group of employees, as reflected in work rules, employee handbooks, policies and procedures, or otherwise; or (iii) implement or announce any material layoffs (temporary or permanent), reductions-in-force, furloughs or work schedule changes;

(m) providing for indemnification of any officer, director or employee by the Corporation or any of its Subsidiaries;

(n) providing for the purchase, sale or exchange of, or option or right of first refusal to purchase, sell or exchange (including any put, call or similar right), any property, business, division or product line, or asset where the purchase or sale price or agreed value or fair market value of such property, business or asset exceeds $250,000;

(o) that obligates the Corporation or any of its Subsidiaries to make any capital investment, commitment or expenditure in excess of $250,000;

(p) that contains provisions relating to Data Security and Privacy Requirements (as defined in the Arrangement Agreement) which, if breached, could result in material liabilities or obligations on the part of the Corporation or any of its Subsidiaries;

(q) that limits or restricts (or would restrict following the Effective Time) (A) the ability of the Corporation or any of its affiliates to engage in any line of business or activities, as applicable, or carry on business or activities, as applicable, in any geographic area or market or field, including exclusivity or non-solicitation obligations (excluding any customary non-solicitation provisions with clients, suppliers or partners), (B) the scope of Persons to whom the Corporation or any of its affiliates may deliver services or conduct business, or (C) that creates an exclusive dealing arrangement or right of first offer or refusal or "most favoured nation" obligation or exclusivity or similar preferential rights.

(r) that requires the consent of any other party to the Contract to a change in control of the Corporation or any of its Subsidiaries;

(s) that is a Lease (as defined in the Arrangement Agreement);

(t) that is a shareholder agreement (or equivalent), including any settlement, nomination rights or similar agreement;

(u) relating to any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments which individually or in the aggregate exceeds $500,000;

(v) which has been or would be required by Securities Laws to be filed by the Corporation with any Securities Authority;

(w) that is a partnership agreement, agency agreement, consultancy agreement or any other type of Contract with Advisors;

(x) that is made with insurance carriers or with an insurance broker or a managing general agent in connection with the Insurance Business;

(y) that is made out of the Ordinary Course; or

(z) that is otherwise material to the Corporation and its Subsidiaries, taken as a whole; and includes each of the Contracts listed (or which ought to have been listed) in the Corporation Disclosure Letter.

"Meehan Employment Agreement" has the meaning ascribed thereto under "Directors' and Officers' Compensation – Employment Contracts".

"Meeting" means the annual and special meeting of Shareholders, including any adjournment or postponement of such annual and special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Circular and agreed to in writing by the Purchaser.

"MI 61-101" means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

"Minority Approval Vote" has the meaning ascribed thereto under "The Arrangement – Shareholders' Approval of the Arrangement".

"Named Executive Officers" or "NEOs" has the meaning ascribed thereto under "Directors' and Officers' Compensation".

"NDA" has the meaning ascribed thereto under "The Arrangement – Background to the Arrangement".

"NI 31-103" means National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations.

"Non-Resident Holder" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada".

"Notice of Application" means the notice of application of the Final Order, a copy of which is attached as Appendix E to this Circular.

"Notice of Meeting" means the notice of the annual and special meeting of Shareholders dated July 14, 2025 accompanying this Circular.

"OBCA" means the Business Corporations Act (Ontario).

"Odyssey" means Odyssey Trust Company.

"Offer to Pay" means a written offer to a Dissenting Holder to pay the fair value for the number of Common Shares in respect of which that Shareholder exercises Dissent Rights.

"Option" means the outstanding options to purchase Common Shares issued pursuant to the Stock Option Plan.

"Order" means any order, injunction, judgment, decree, determination, decision, writ, consent, stipulation, award or ruling of, or agreement (including any settlement agreement, disciplinary agreement, consent or conciliation agreement, or memoranda of understanding) with, any Governmental Entity.

"Ordinary Course" means, with respect to an action taken by the Corporation or one of its Subsidiaries, that such action is consistent with the past practices of the Corporation or such Subsidiary and is taken in the ordinary course of the normal day-to-day operations of the business of the Corporation or such Subsidiary.

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"Outside Date" means November 5, 2025 or such later date as may be agreed to in writing by the Parties, provided that if the Closing has not occurred by November 5, 2025 solely as a result of the failure to satisfy the condition set forth in Section 6.1(4) [Required Regulatory Approvals] of the Arrangement Agreement and no Required Regulatory Approval has been denied by a non-appealable decision of a Governmental Entity, then the Purchaser or the Corporation may elect by notice in writing delivered to the other Party by no later than 5:00 p.m. (Eastern Standard Time) on a date that is on or prior to such date, to extend the Outside Date for a period of 30 days; provided further that, notwithstanding the foregoing, a Party shall not be permitted to extend the Outside Date if the failure to satisfy any such condition has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement.

"Pannella Employment Agreement" has the meaning ascribed thereto under "Directors' and Officers' Compensation – Employment Contracts".

"Parties" means the Corporation and the Purchaser and "Party" means any one of them.

"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

"Phase I" has the meaning ascribed thereto under "The Arrangement – Background to the Arrangement".

"Phase II" has the meaning ascribed thereto under "The Arrangement – Background to the Arrangement".

"Plan of Arrangement" means the plan of arrangement substantially in the form of Appendix B to this Circular, and any amendments or variations to such plan made in accordance with its terms, the terms of the Arrangement Agreement or made at the direction of the Court in the Final Order with the prior consent of the Corporation and the Purchaser, each acting reasonably.

"Post-Closing Rollover Shareholder Agreements" has the meaning ascribed thereto under "Key Agreements Relating to the Arrangement – Rollover Agreements".

"Potential Transaction" has the meaning ascribed thereto under "The Arrangement – Background to the Arrangement".

"Pre-Acquisition Reorganization" means such reorganizations of the Corporation's corporate structure, capital structure, business, operations and assets or such other transactions, including amalgamation or liquidation, as the Purchaser may request, acting reasonably.

"Proxy Deadline" has the meaning ascribed thereto under "Information Concerning the Meeting and Voting – Appointment of Proxyholders".

"Purchaser" means 1001252840 Ontario Inc.

"Purchaser Shares" means common shares in the capital of the Purchaser.

"Record Date" has the meaning ascribed thereto under "Information Concerning the Meeting and Voting – Date, Time and Place of Meeting".

"Representative" means, with respect to any Person, any officer, director, employee, representative (including any financial, legal or other advisor) or agent of such Person or of any of its Subsidiaries.

"Required Regulatory Approvals" means the receipt of non-objection of the Ontario Securities Commission, the Alberta Securities Commission and the Manitoba Securities Commission (as principal

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regulators) to the proposed acquisition of the Corporation by the Purchaser pursuant to sections 11.9 and 11.10 of NI 31-103.

"Required Shareholders' Approval" has the meaning ascribed thereto under "The Arrangement – Shareholders' Approval of the Arrangement".

"Resident Holder" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada".

"Reverse Termination Fee" has the meaning ascribed thereto under "Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination Fees".

"Reverse Termination Fee Event" has the meaning ascribed thereto under "Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination Fees".

"Revised Base Salary" means the base salary plus the amount of any incentive payment for the immediately preceding fiscal year.

"Rollover Agreements" means an agreement entered into between the Purchaser, and a Rollover Shareholder for the transfer of Rollover Shares to the Purchaser in connection with the Arrangement.

"Rollover Condition" has the meaning ascribed thereto under "The Arrangement – Background to the Arrangement".

"Rollover Consideration" means the consideration described in an applicable Rollover Agreement and payable to a Rollover Shareholder for the transfer the Rollover Shares of such Rollover Shareholder.

"Rollover Shareholders" means Alan Cameron, Fabio Ventolini, Howard Haskings, Mark Parlee, Richard Heinrich, William Shutt, Daniel Beyaert, Robert Boutilier, David Owen, Janine Guenther, Alan Fustey and the Key Executives.

"Rollover Shareholders Options" means the Options held by certain Rollover Shareholders that have been elected by such Rollover Shareholders to be exercised for Common Shares under the terms of the Plan of Arrangement, as set forth in the applicable Rollover Agreement to which such Rollover Shareholder is a party.

"Rollover Shareholders Options Cash Consideration" means an amount of cash equal to the applicable withholdings required to be made as a result of the exercise of the Rollover Shareholders Options by the Rollover Shareholders.

"Rollover Shareholders Options Share Consideration" means a number of Common Shares (it being understood that, for the purpose of this definition, such number will be equal to a fractional number of Common Shares) equal to, in respect of each Rollover Shareholders Option: (i) the positive difference, if any, between (A) the Consideration, and (B) the sum of any exercise price applicable to such Rollover Shareholders Option and the applicable withholdings required to be made as a result of the surrender of such Rollover Shareholders Option, divided by (ii) the Consideration.

"Rollover Shareholder Support and Voting Agreement" means each of the support and voting agreements entered into between the Purchaser and the Rollover Shareholders.

"Rollover Shares" means the Common Shares, including the Rollover Shareholders Options Share Consideration, to be transferred and assigned by a Rollover Shareholder to the Purchaser in accordance with the terms of the applicable Rollover Agreement to which such Rollover Shareholder is a party.

"Sagard" means Sagard Private Equity Canada LP.

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"Second Proposal" has the meaning ascribed thereto under "The Arrangement – Background to the Arrangement".

"Securities Authority" means the Ontario Securities Commission and any other applicable securities commission or securities regulatory authority of a province or territory of Canada

"Securities Laws" means the Securities Act (Ontario) and the rules, regulations and published policies thereunder, any other applicable Canadian provincial and territorial securities Laws, and, where applicable, applicable securities laws and regulations or other jurisdictions and the rules and policies of the TSXV.

"Sewell Employment Agreement" has the meaning ascribed thereto under "Directors' and Officers' Compensation – Employment Contracts".

"Share Register" register of the Common Shares maintained by or on behalf of the Corporation.

"Shareholders" means the registered or beneficial holders of Common Shares, as the context requires.

"Special Resolution Vote" has the meaning ascribed thereto under "The Arrangement – Shareholders' Approval of the Arrangement".

"Special Committee" means the special committee consisting of independent members of the Board formed in connection with the Arrangement and the other transactions contemplated by the Arrangement Agreement.

"Stock Option Plan" means the amended and restated stock option plan of the Corporation adopted on May 20, 2022, as amended from time to time.

"Strategic Review Process" has the meaning ascribed thereto under "The Arrangement – Background to the Arrangement".

"Subsidiary" has the meaning specified in National Instrument 45-106 – Prospectus Exemptions as in effect on the date of the Arrangement Agreement.

"Superior Proposal" means any unsolicited bona fide written Acquisition Proposal from a Person or group of Persons who is dealing at arms' length (within the meaning of the Tax Act) with the Corporation to acquire, directly or indirectly, not less than all of the outstanding Common Shares or all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis that:

(a) complies with applicable Laws (including Securities Laws) and did not result from or involve a breach of article 5 of the Arrangement Agreement;

(b) is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person or group of Persons making such proposal;

(c) is not subject to any financing contingency and in respect of which it has been demonstrated to the satisfaction of the Board, acting in good faith (after receipt of advice from its financial advisors and its outside legal counsel) that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal;

(d) is not subject to any due diligence or access conditions; and

(e) the Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and financial advisors and after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other

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aspects of such Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal, would, if consummated in accordance with its terms and taking into account the risk of non-completion and other factors deemed relevant by the Board (including the Person or group of Persons making such Acquisition Proposal), result in a transaction which is (i) in the best interests of the Corporation and its stakeholders, and (ii) more favourable, from a financial point of view, to the Shareholders (other than the Rollover Shareholders) than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(2) of the Arrangement Agreement).

"Superior Proposal Notice" has the meaning ascribed thereto under "Key Agreements Relating to the Arrangement – Arrangement Agreement – Acquisition Proposals – Right to Match".

"Support and Voting Agreements" means each of the D&O Support and Voting Agreements and the Rollover Shareholder Support and Voting Agreements.

"Supporting Shareholders" means the Rollover Shareholders and other directors and officers of the Corporation that have entered into Support and Voting Agreements with the Purchaser,

"taxable capital gain" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Capital Gains and Capital Losses".

"Tax Act" means the Income Tax Act (Canada).

"Tax Proposals" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations".

"Termination Fee" has the meaning ascribed thereto under "Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination Fees".

"Termination Fee Event" has the meaning ascribed thereto under "Key Agreements Relating to the Arrangement – Arrangement Agreement – Termination Fees".

"Transfer Agent" means Computershare.

"Trustee" has the meaning ascribed thereto under "Directors' and Officers' Compensation – Long Term Incentive Compensation – Stock Options and Employee Stock Savings Plan".

"TSXV" means the TSX Venture Exchange.

"WeirFoulds" means WeirFoulds LLP.

"wilful breach" means a material breach that is a consequence of any act undertaken, or any omission or failure to take an act, by the breaching party with the actual knowledge that such act, or the omission or failure to take such act, would, or would be reasonably expected to, cause a breach of the Arrangement Agreement.

"2027 Debentures" means the 7% unsecured debentures of the Corporation issued on June 15, 2022, and maturing on June 15, 2027.

"2028 Debentures" means the 8.25% unsecured debentures of the Corporation issued on July 31, 2023, and maturing on July 31, 2028.

"2029 Debentures" means the 7.8% unsecured debentures of the Corporation issued on August 15, 2024, and maturing on August 15, 2029.

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"2027-2028 Debentures" means, collectively, the 2027 Debentures and the 2028 Debentures.

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CONSENT OF KPMG.

We refer to the fairness opinion of our firm dated June 4, 2025 (the “Fairness Opinion”) annexed as Appendix C to the management information circular dated July 14, 2025 (the “Circular”) of Lorne Park Capital Partners Inc. (“Lorne Park”) which we prepared for the Special Committee (as defined in the Circular) and the Board (as defined in the Circular) in connection with the Arrangement (as defined in the Circular). We hereby consent to the filing of the Fairness Opinion with the securities regulatory authorities in the provinces of Canada and the inclusion of the Fairness Opinion, and all references thereto, in the Circular. The Fairness Opinion was given as at June 4, 2025 and remains subject to the assumptions, qualifications and limitations contained therein. In providing our consent, we do not intend that any person other than the Special Committee and the Board shall be entitled to rely upon the Fairness Opinion.

(s) KPMG LLP

July 14, 2025

APPENDIX A
ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

(1) The arrangement (the "Arrangement") under Section 182 of the Business Corporations Act (Ontario) (the "OBCA") of Lorne Park Capital Partners Inc. (the "Corporation"), pursuant to the arrangement agreement (as it may from time to time be amended, modified or supplemented, the "Arrangement Agreement") between the Corporation and 1001252840 Ontario Inc. dated June 5, 2025, all as more particularly described and set forth in the management information circular of the Corporation dated July 14, 2025 (the "Circular") accompanying the notice of meeting and as it may from time to time be amended, modified or supplemented in accordance with the Arrangement Agreement, is hereby authorized, approved and adopted.

(2) The plan of arrangement (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms, the "Plan of Arrangement"), the full text of which is set out as Appendix B to the Circular, is hereby authorized, approved and adopted.

(3) The (i) Arrangement Agreement and all transactions contemplated therein, (ii) actions of the directors of the Corporation in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, as well as the Corporation's application for an interim order from the Ontario Superior Court of Justice (Commercial List) (the "Court"), are hereby ratified and approved.

(4) The Corporation is hereby authorized to apply for a final order from the Court to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement.

(5) Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Corporation or that the Arrangement has been approved by the Court, the directors of the Corporation are hereby authorized and empowered, at their discretion, without notice to or approval of the shareholders of the Corporation, (i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted thereby, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.

(6) Any director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation, to execute and deliver for filing with the Director under the OBCA articles of arrangement and to deliver or file all such other documents and instruments as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement or any such other document or instrument.

(7) Any director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute and deliver or cause to be executed and delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing.

A-1

B-1

APPENDIX B

PLAN OF ARRANGEMENT

[See attached.]

PLAN OF ARRANGEMENT UNDER SECTION 182
OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1
INTERPRETATION

1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

"Arrangement" means an arrangement under Section 182 of the OBCA in accordance with the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or Section 5.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior consent of the Corporation and the Purchaser, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement dated as of June 5, 2025 between the Purchaser and the Corporation (including the Schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms providing for, among other things, the Arrangement.

"Arrangement Resolution" means the special resolution approving this Plan of Arrangement to be considered at the Meeting, substantially in the form of Schedule B to the Arrangement Agreement.

"Articles of Arrangement" means the articles of arrangement of the Corporation in respect of the Arrangement, required by the OBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or Montreal, Québec.

"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

"Circular" means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

"Consideration" means the consideration per Share to be received by the Shareholders (other than Rollover Shareholders in respect of their Rollover Shares) pursuant to this Plan of Arrangement consisting of $2.23 in cash per Share, without interest.

"Corporation" means Lorne Park Capital Partners Inc., a corporation existing under the laws of the Province of Ontario.

"Court" means the Superior Court of Justice (Commercial List) of the Province of Ontario.

"Depository" means any Person as the Corporation and the Purchaser agree to engage as depositary for the Arrangement.

"Director" means the Director appointed pursuant to Section 278 of the OBCA.

"Dissent Rights" has the meaning specified in Section 3.1.

"Dissenting Shareholder" means a registered Shareholder (other than a Rollover Shareholder) who has validly exercised its Dissent Rights in compliance with Section 3.1 and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Right.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" means 12:01 a.m. (Eastern Time) on the Effective Date, or such other time as the Parties agree to in writing.

"Final Order" means the final order of the Court pursuant to Section 182 of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Corporation and the Purchaser, each acting reasonably) on appeal.

"Interim Order" means the interim order of the Court pursuant to Section 182 of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

"Letter of Transmittal" means the letter of transmittal sent to the Shareholders for use in connection with the Arrangement.

"Lien" means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment,

lien (statutory or otherwise), license, defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

"Meeting" means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Circular and agreed to in writing by the Purchaser.

"OBCA" means the Business Corporations Act (Ontario).

"Option" means the outstanding options to purchase Shares issued pursuant to the Stock Option Plan.

"OSC" means the Ontario Securities Commission.

"Parties" means the Corporation and the Purchaser and "Party" means any one of them.

"Plan of Arrangement" means this plan of arrangement and any amendments or variations made in accordance with the Arrangement Agreement or Section 5.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior consent of the Corporation and the Purchaser, each acting reasonably.

"Purchaser" means 1001252840 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario.

"Record Date" means the record date for determining Shareholders entitled to vote at the Meeting.

"Rollover Agreements" means an agreement entered into between the Purchaser, and a Rollover Shareholder for the transfer of Rollover Shares to the Purchaser in connection with the Arrangement.

"Rollover Consideration" means the consideration described in an applicable Rollover Agreement and payable to a Rollover Shareholder for the transfer the Rollover Shares of such Rollover Shareholder.

"Rollover Shareholders" means the Shareholders listed on Schedule H to the Arrangement Agreement, together with any other Shareholder who enters into a Rollover Agreement with the Purchaser.

"Rollover Shareholders Options" means the Options held by certain Rollover Shareholders that have been elected by such Rollover Shareholders to be exercised for Shares under the terms of this Plan of Arrangement, as set forth in the applicable Rollover Agreement to which such Rollover Shareholder is a party.

"Rollover Shareholders Options Share Consideration" means a number of Shares (it being understood that, for the purpose of this definition, such number will be equal to a fractional number of Shares) equal to, in respect of each Rollover Shareholders Option: (i) the positive difference, if any, between (A) the Consideration, and (B) the sum of any exercise price applicable to such Rollover Shareholders Option and the applicable withholdings required to be made as a result of the surrender of such Rollover Shareholders Option, divided by (ii) the Consideration.

"Rollover Shares" means the Shares, including the Rollover Shareholders Options Share Consideration, to be transferred and assigned by a Rollover Shareholder to the Purchaser in accordance with the terms of the applicable Rollover Agreement to which such Rollover Shareholder is a party.

"Securities Authority" means the OSC and any other applicable securities commission or securities regulatory authority of a province or territory of Canada.

"Shareholders" means the registered or beneficial holders of the Shares, as the context requires.

"Shares" means the common shares in the capital of the Corporation.

"Stock Option Plan" means the amended and restated stock option plan of the Corporation adopted on May 20, 2022, as amended from time to time.

"Tax Act" means the Income Tax Act (Canada).

"TSX-V" means the TSX Venture Exchange.

1.2 Certain Rules of Interpretation.

In this Plan of Arrangement, unless otherwise specified:

(1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

(2) Currency. All references to dollars or to $ are references to Canadian dollars. In the event that any amounts are required to be converted from a foreign currency to Canadian dollars, such amounts shall be converted using the most recent closing exchange rate of The Bank of Canada available before the relevant calculation date.

(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(4) Certain Phrases and References, etc. The words "including," "includes" and "include" mean "including (or includes or include) without limitation,". Unless stated otherwise, "Article," "Section," and "Schedule" followed by a number or letter mean and refer to the specified Article or Section of this Plan of Arrangement. The term "Plan of Agreement" and any reference in this Plan of Arrangement to this Plan of Arrangement or any other agreement or document includes, and is a reference to, this Plan of Arrangement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it.

(5) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

(6) Computation of Time. If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan of Arrangement, then the first day of the period is not counted, but the day of its expiry is counted. Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day.

(7) Time References. References to time are to local time, in Montréal, Québec and Toronto, Ontario.

ARTICLE 2

THE ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms part of the Arrangement Agreement.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective and be binding on the Corporation, the Purchaser, all registered and beneficial Shareholders (including Rollover Shareholders and Dissenting Shareholders), holders of Options and participants in the Stock Option Plan, the Depositary, the registrar and transfer agent of the Corporation and all other Persons, in each case, at and after the Effective Time, without any further act or formality required on the part of any Person.

2.3 Arrangement

Commencing at the Effective Time, each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further action, authorization or formality required on the part of any Person, in each case, effective as at five-minute intervals starting at the Effective Time, notwithstanding the time at which such event or transaction occurs or is deemed to occur under any Law or any certificate, instrument or other document issued pursuant thereto, except as may be expressly provided herein (and, for greater certainty, none of the following events will occur or will be deemed to occur unless all of the following events occur):

(a) with respect to the Options:

(ii) each Option outstanding immediately prior to the Effective Time, including the Options accelerated pursuant to Section 2.3(a)(i), but excluding the Rollover Shareholders Options, and that has not been duly exercised shall, without any further action, authorization or formality by or on behalf of the holder thereof, be deemed to be surrendered by such holder to the Corporation in exchange for a cash payment, subject to Section 4.3, from the Purchaser, on behalf of the Corporation, equal to the amount (if any) by which the Consideration exceeds the exercise price of such Option (for greater certainty, where such amount is nil, no

consideration shall be payable in respect thereof and neither the Corporation nor the Purchaser shall be obligated to pay to the holder of such Option any amount in respect of such Option); and

(iii) each Rollover Shareholders Option outstanding immediately prior to the Effective Time including the Rollover Shareholders Options accelerated pursuant to Section 2.3(a)(i), and that has not been duly exercised shall, without any further action, authorization or formality by or on behalf of the holder thereof, be deemed to be surrendered by such holder to the Corporation in exchange for the aggregate of, subject to Section 4.3, the Rollover Shareholders Options Cash Consideration and the Rollover Shareholders Options Share Consideration in respect of such Rollover Shareholder Option; and

(iv) each holder of Options shall cease to be the holder of such Options and shall cease to have rights as a holder of Options, other than the rights to be paid the consideration therefor as set out in this Section 2.3(a) and the Stock Option Plan shall be terminated in its entirety and be of no further force and effect;

(b) with respect to the Shares (other than the Rollover Shares):

(i) each outstanding Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised and not withdrawn shall be deemed to have been transferred and assigned by such Dissenting Shareholder without any further action, authorization or formality by or on behalf of the holder thereof to the Purchaser, and:

(1) such Dissenting Shareholder shall cease to be the holder of such Share and to have any rights as a Shareholder, other than the right to be paid fair value for such Share as set out in this Section 3.1;

(2) such Dissenting Shareholder's name shall be removed from the register of holders of Shares maintained by or on behalf of the Corporation; and

(3) the Purchaser shall be recorded in the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Shares so transferred, and shall be deemed to be the legal and beneficial owner thereof;

(ii) concurrently with the step in Section 2.3(b)(i) above, each outstanding Share (other than the Shares held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised and not withdrawn and the Rollover Shares) shall be deemed to have been transferred and assigned by the holder thereto without any further action, authorization or formality by or on behalf of the holder thereof, to the Purchaser in exchange for the Consideration, and:

(1) the holder of each such Share shall cease to be the holder thereof and to have any rights as a Shareholder, other than the right to be paid, subject to Section 4.3, the Consideration pursuant to this Section 2.3(b)(ii) and in accordance with this Plan of Arrangement;

(2) such holder's name shall be removed from the register of holders of Shares maintained by or on behalf of the Corporation; and

(3) the Purchaser shall be recorded in the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Shares

so transferred, and shall be deemed to be the legal and beneficial owner thereof;

(1) the registered holder of such Rollover Shares shall cease to be the registered holder thereof and to have any rights as a Shareholder in respect of such Rollover Shares so transferred, other than the right to be paid the Rollover Consideration pursuant to this Section 2.3(c) and in accordance with this Plan of Arrangement and the applicable Rollover Agreement;

(2) the name of each such Rollover Shareholder (as it relates to such holder's Rollover Shares) shall be removed from the register of the Shareholders maintained by or on behalf of the Corporation; and

(3) the Purchaser shall be recorded in the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Rollover Shares so transferred, and shall be deemed to be the legal and beneficial owner thereof.

2.4 Adjustment

The Consideration will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into or exchangeable or exercisable for Shares, but excluding the $0.01 per Share ordinary course quarterly dividend of the Corporation to be declared and paid on a quarterly basis in the Ordinary Course), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to the Shares (or securities convertible into or exchangeable or exercisable for Shares) occurring on or after the date of the Arrangement Agreement and prior to the Effective Time; provided, that nothing in this Section 2.4 shall, or shall be construed to, permit the Corporation to take any action that is restricted by any other provision of this Plan of Arrangement or the Arrangement Agreement.

2.5 Rounding

If the aggregate cash amount a Shareholder is entitled to receive under the Arrangement would otherwise include a fraction of $0.01, then the aggregate cash amount such Shareholder shall be entitled to receive shall be rounded down to the nearest whole $0.01. If the aggregate number of Shares a Rollover Shareholder is entitled to receive under Section 2.3(a)(iii) would otherwise include a fraction of a Share, then the aggregate number of Shares such Rollover Shareholder shall be entitled to receive shall be rounded down to the nearest whole Share

ARTICLE 3 RIGHTS OF DISSENT

3.1 Rights of Dissent

Each registered holder of Shares as of the Record Date may exercise dissent rights with respect to all Shares held by such holder ("Dissent Rights") in connection with the Arrangement pursuant to and in the manner set forth in section 185 of the OBCA, as modified by the Interim Order, the Final Order and this

Section 3.1, provided that, notwithstanding Section 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in Section 185(6) of the OBCA must be received by the Corporation not later than 5:00 p.m. (Eastern time) two Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time). Each Dissenting Shareholder that duly exercises such holder's Dissent Rights shall be deemed to have transferred the Shares held by such holder and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens (other than the right to be paid fair value for such Shares as set out in this Section 3.1), as provided in Section 2.3(b)(i) and if they:

(a) ultimately are entitled to be paid fair value for such Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(b)(i)); (ii) will be entitled to be paid the fair value of such Shares, less any amounts withheld pursuant to Section 4.3, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the Business Day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holder not exercised their Dissent Rights; or

(b) ultimately are not entitled, for any reason, to be paid fair value for such Shares, shall be deemed to have participated in the Arrangement on the same basis as a Shareholder that is not a Dissenting Shareholder and shall be entitled to receive only the consideration contemplated by Section 2.3(b)(ii) hereof that such Dissenting Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights.

3.2 Recognition of Dissenting Shareholders

(a) In no circumstances shall the Purchaser, the Corporation or any other Person be required to recognize a Person exercising Dissent Rights unless such Person (i) is the registered holder of those Shares as of the Record Date in respect of which such rights are sought to be exercised, (ii) has voted or instructed a proxyholder to vote all of its Shares against the Arrangement Resolution, and (iii) has strictly complied with the procedures for exercising Dissent Rights and has not withdrawn such dissent prior to the Effective Time.

(b) For greater certainty, in no case shall the Purchaser, the Corporation, the Depositary, the registrar and transfer agent in respect of the Shares or any other Person be required to recognize Dissenting Shareholders as holders of Shares in respect of which Dissent Rights have been validly exercised after the Effective Time, and the names of such Dissenting Shareholders shall be removed from the Corporation's central securities register in respect of those Shares at the same time as the event described in Section 2.3(b)(i) occurs.

(c) In addition to any other restrictions under the Interim Order or section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Options (in their capacity as holders of Options), (ii) holders of Shares who vote or have instructed a proxyholder to vote Shares in favour of the Arrangement Resolution, and (iii) any Person who is not a registered holder of Shares.

(d) Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, and shall be entitled to receive the Consideration to which Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(b)(ii) hereof.

ARTICLE 4

CERTIFICATES AND PAYMENTS

4.1 Payment and Delivery of Consideration

(a) Immediately prior to the filing of the Articles of Arrangement, the Purchaser shall provide a loan to the Corporation equal to the aggregate amount (less any cash on hand at the Corporation that can reasonably be used for such purpose as determined by the Corporation and the Purchaser, each acting reasonably) payable in cash by the Corporation to the holders of Options pursuant to Section 2.3(a). On or as soon as practicable after the Effective Date, the Corporation shall deliver to each holder of Options as reflected on the register maintained by or on behalf of the Corporation in respect of Options a cheque or cash payment (or process the payment through the Corporation's payroll systems or such other means as directed by the Purchaser, including with respect to the timing and manner of such delivery), if any, which such holder of Option has the right to receive under this Plan of Arrangement for such Options, less any amounts withheld pursuant to Section 4.3. For greater certainty, the Corporation shall be entitled to withhold, pursuant to Section 4.3, the entire amount of the Rollover Shareholders Options Cash Consideration payable to a holder of Rollover Shareholders Options in respect of the exercised of such Options pursuant to Section 2.3(a)(iii).

(b) The Purchaser shall, following receipt of the Final Order and immediately prior to the sending by the Corporation of the Articles of Arrangement to the Director, deposit or cause to be deposited with, the Depositary sufficient funds to be held in escrow (the terms and conditions of such escrow to be satisfactory to the Corporation and the Purchaser, each acting reasonably) to satisfy the aggregate Consideration payable to the Shareholders pursuant to this Plan of Arrangement (other than in respect of the share portion of the Rollover Consideration and Shares in respect of which Dissent Rights have been validly exercised and not withdrawn).

(c) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Shares that were transferred pursuant to Section 2.3(b)(ii), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, such Shareholder shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Shareholder, the cash amount which such holder has the right to receive (subject to Section 2.3(b)(ii)) under this Plan of Arrangement for such Shares, without interest, less any amounts withheld pursuant to Section 4.3, and any certificate so surrendered shall forthwith be cancelled.

(d) Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to the Effective Time represented Shares (other than (Rollover Shares and Shares in respect of which Dissent Rights have been validly exercised and not withdrawn) shall be deemed after the Effective Time to represent only the right to receive upon such surrender the cash amount in lieu of such certificate as contemplated in this Section 4.1 (subject to Section 2.3(b)(ii)), less any amounts withheld pursuant to Section 4.3. Any such certificate formerly representing Shares not duly surrendered on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Corporation or the Purchaser. On such date, all consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser or as directed by the Purchaser.

(e) Any payment made by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Time, and

any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable cash amount pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.

(f) No former holder of Shares or Options shall be entitled to receive any consideration with respect to such Shares or Options other than any cash payment or the Rollover Consideration to which such former holder of Shares or Options, as applicable, is entitled to receive pursuant to this Plan of Arrangement (if any), and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith. No dividend or other distribution declared or made on or after the Effective Time with respect to any securities of the Corporation with a record date on or after the Effective Date shall be delivered to the holder of any unsurrendered certificate which, immediately prior to the Effective Date, represented securities that were transferred pursuant to Section 2.3.

4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the register of holders of Shares maintained by or on behalf of the Corporation, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, the cash payment which such holder is entitled to receive for such Shares under this Plan of Arrangement. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such payment is to be delivered shall, as a condition precedent to the delivery of such payment, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such amount as the Purchaser may direct, or otherwise indemnify the Purchaser and the Depositary in a manner satisfactory to the Purchaser and the Depositary (acting reasonably) against any claim that may be made against the Purchaser or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3 Withholding Rights

Each of the Purchaser, the Corporation, the Depositary or any other Person that makes a payment hereunder shall be entitled to deduct and withhold from any amount otherwise payable under this Plan of Arrangement to any Person, such amounts as the Purchaser, the Corporation, the Depositary or any other Person determines, acting reasonably, are required to be deducted or withheld with respect to such payment under the Tax Act, or any provision of any applicable Law and shall remit such deduction and withholding amount to the appropriate Governmental Entity. To the extent that amounts are so properly deducted or withheld and remitted to the appropriate Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Plan of Arrangement as having been paid to such Person, in respect of which such deduction or withholding and remittance was made.

4.4 No Liens

Any exchange or transfer of securities, deemed or otherwise, in accordance with this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

ARTICLE 5
AMENDMENTS

5.1 Amendments to Plan of Arrangement

(a) The Corporation and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (i) be set out in writing, (ii) be approved by the Purchaser and the Corporation (subject to the Arrangement Agreement), each acting reasonably, (iii) be filed with the Court and, if made following the Meeting, approved by the Court, and (iv) be communicated to Shareholders if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Corporation or the Purchaser at any time prior to the Meeting (provided that the Purchaser or the Corporation (subject to the Arrangement Agreement), as applicable, shall have consented thereto in writing) with or without any other prior notice or communication to the Shareholders, and if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting shall be effective only if (i) it is consented to in writing by each of the Corporation and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Shareholders in the manner directed by the Court.

(d) Notwithstanding anything to the contrary contained herein, prior to the Effective Time, the Corporation and the Purchaser may, and following the Effective Time, the Purchaser may unilaterally, amend, modify and/or supplement this Plan of Arrangement at any time and from time to time without the approval of the Court, the Shareholders or any other Persons, provided that each such amendment, modification and/or supplement (a) must concern a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement, and (b) is not adverse to the economic interests of any Shareholders or holders of Options or, to the extent the amendment, modification and/or supplement is made following the Effective Time, former Shareholders or former holders of Options.

5.2 Termination

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 6
PARAMOUNTCY

From and after the Effective Time (i) this Plan of Arrangement shall take precedence and priority over any and all Shares and Options, (ii) the rights and obligations of registered and beneficial holders of Shares (including Rollover Shareholders and Dissenting Shareholders), Options, the Corporation, the Purchaser, the Depositary and any trustee or registrar and transfer agent for the Shares and Options, shall be solely as provided for in this Plan of Arrangement, and (iii) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Shares, and Options shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

ARTICLE 7
FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further action, authorization or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

C-1

APPENDIX C

FAIRNESS OPINION

[See attached.]

KPMG

KPMG LLP

Deal Advisory, Valuations

Bay Adelaide Centre

333 Bay Street, Suite 4600

Toronto, ON M5H 2S5

Telephone (416) 777-8500

Fax (416) 777-3891

Internet www.kpmg.ca

Private & Confidential

Special Committee of the Board of Directors of Lorne Park Capital Partners Inc.

1295 Cornwall Road Unit A3

Oakville, Ontario

June 4, 2025

To the Members of the Special Committee,

Introduction

KPMG LLP (“KPMG”) understands that Lorne Park Capital Partners Inc. (“LPCP” or the “Company”) proposes to enter into a definitive arrangement agreement (the “Arrangement Agreement”) with 1001252840 Ontario Inc. (the “Acquirer”), a subsidiary of Sagard Private Equity Canada L.P. (“Sagard”), which will acquire all the issued and outstanding common shares of the Company (the “Common Shares”). KPMG understands that pursuant to the Arrangement Agreement, the Acquirer will acquire all of the issued and outstanding Common Shares from the holders of the Common Shares (the “Shareholders”) for cash consideration of $2.23 per share in cash (the “Consideration”), other than certain Common Shares (the “Rollover Shares”) beneficially owned or controlled by the applicable Rollover Shareholders (as defined below) who enter into equity rollover agreements (the “Rollover Agreements”) with the Acquirer. This arrangement is subject to and in accordance with the terms of the Arrangement Agreement, the applicable Rollover Agreements, and the terms and conditions of a plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario). The “Rollover Shareholders” are defined as the shareholders listed in Schedule H of the Arrangement Agreement, together with any other shareholder who enters into a Rollover Agreement with the Acquirer.

KPMG has been engaged by the Special Committee of the Board of Directors of LPCP, acting on its own behalf and on behalf of the full board of directors of LPCP (respectively, the “Special Committee” and the “Board”) to provide an opinion on the fairness of the Consideration to be received by the Shareholders, other than the Rollover Shareholders, pursuant to the Arrangement Agreement, from a financial point of view, to such Shareholders (the “Fairness Opinion”). KPMG understands that the Fairness Opinion will be disclosed in the Information Circular (as defined below) and that the Fairness Opinion will be for the use of the Special Committee and the Board, and will be one factor, among others, that the Special Committee and the Board will consider in determining whether to recommend the Arrangement.

This Fairness Opinion is provided pursuant to the Engagement Agreement (as defined below). In that regard, pursuant to the Engagement Agreement, and at the request of the Special Committee, KPMG verbally delivered the Fairness Opinion to the Special Committee on June 4, 2025 (the “Opinion Date”).

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This Fairness Opinion provides the same opinion, in writing, as that given verbally by KPMG on the Opinion Date.

All dollar amounts mentioned herein are expressed in Canadian dollars unless otherwise stated.

Engagement of KPMG

KPMG was formally engaged by the Special Committee via a letter dated April 16, 2025 (the “Engagement Agreement”) to provide the Fairness Opinion. Under the Engagement Agreement, KPMG is to receive payment from LPCP for its services, which includes (i) a fixed fee payable prior to delivering a preliminary presentation to the Special Committee, and (ii) a fee payable upon completion of the draft Fairness Opinion. In addition, KPMG is to be reimbursed for reasonable out-of-pocket expenses and indemnified by the Special Committee for certain liabilities which may be incurred by KPMG in connection with the provision of its services. No part of KPMG's fee is contingent upon the conclusions reached in this Fairness Opinion or on the successful completion of the Arrangement.

KPMG understands that the Company will include the Fairness Opinion in any required management information circular (the “Information Circular”) that will be prepared in connection with the Arrangement and filed with the applicable Canadian securities regulatory authorities. KPMG has not been asked to opine on the fairness of the consideration under the Arrangement from the perspective of any other party. KPMG did not act as a financial advisor to LPCP concerning any aspect of the Arrangement, aside from preparing this Fairness Opinion. KPMG did not participate in the negotiation of the Arrangement.

Credentials of KPMG

KPMG is one of the world's largest professional services firms, offering a broad range of services. KPMG's valuation professionals have significant experience in valuing a broad range of companies for various purposes, including securities law compliance, fairness opinions, solvency opinions, mergers and acquisitions, corporate income tax purposes and litigation matters, amongst other things. The conclusion expressed herein is the view of KPMG as a firm and the form and content herein have been approved for release by a committee, each of whom is experienced in merger, acquisition, divestiture, valuation, and fairness opinion matters.

Independence of KPMG

KPMG has evaluated its independence based on the guidance in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Considering the provisions of Section 6.1 of MI 61-101, KPMG confirms its independence. KPMG is not the auditor of LPCP, Sagard nor the Acquirer. Furthermore, KPMG has not advised Sagard or the Acquirer in connection with the Arrangement. KPMG’s fees for this engagement are not contingent upon its findings, and KPMG does not have any financial interest in the completion of the offer.

In the ordinary course of business, KPMG including its affiliates have performed and continue to perform advisory and tax services for Sagard; however, no services have been rendered in connection with the Arrangement. No professional involved in this engagement has provided services to Sagard or the Acquirer, and additional measures were implemented to prevent unauthorized disclosure of confidential information. Therefore, KPMG is independent and free of any conflict of interest in providing the Fairness Opinion.

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Scope of Review

In connection with preparing and rendering the Fairness Opinion, KPMG has reviewed, and where deemed appropriate, relied upon, or undertaken, among other things, the following:

A draft of the Arrangement Agreement between LPCP and the Acquirer dated June 4, 2025;
Audited annual financial statements of LPCP and related management discussion and analysis for the fiscal years ended December 31, 2020, 2021, 2022, 2023, and 2024;
Unaudited financial statements of LPCP and related management discussion and analysis for the fiscal quarter ended March 31, 2025;
Various internal financial information and other data relating to the business and financial prospects of LPCP, including financial forecasts, prepared by management of LPCP (“Management”);
Discussions with the following members of Management of LPCP concerning the Arrangement, including the terms of the Arrangement and the financial forecasts including the current and future prospects of LPCP, including potential acquisitions:

(a) Mr. Bob Sewell, President and Chief Executive Officer; and,
(b) Mr. Carlo Pannella, Chief Financial Officer.

Discussions with the following members of the Special Committee regarding relevant matters:

(a) Mr. Chris Dingle, Chairman of the Board;
(b) Mr. David Brown, Director of the Board; and,
(c) Mr. Peter Patchet, Director of the Board.

Publicly-available historical business and financial information relating to LPCP, including public filings of LPCP, and historical market prices and trading volumes of LPCP Common Shares considered relevant;
Publicly-available information, including stock market data and financial information, relating to selected companies comparable to LPCP considered relevant;
Understanding of the process undertaken by BMO Capital Markets on behalf of Management to solicit offers to acquire the non-insider shares of the Company, including review of a summary of preliminary offers received from unrelated investors;
General industry and economic information obtained from other sources considered reliable and appropriate by KPMG in the circumstance; and,
Such other information and analyses as we considered relevant and appropriate in the circumstance.

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KPMG’s procedures consisted primarily of inquiry, review, analysis, and discussion of this information. KPMG has not, to the best of our knowledge, been denied access to any information that was made available to the Acquirer by LPCP. KPMG’s analysis was limited to information that LPCP had access to, discussions with Management, and publicly available information. KPMG has not audited or otherwise verified the information provided.

Prior Valuations

The Company has represented to KPMG that there have not been any prior independent appraisals or valuations (as defined in MI 61-101) of the Company or its material assets or liabilities in the preceding 24 months, and that no such valuation or appraisal has been commissioned, or is in the course of preparation, by LPCP or any of its affiliates.

Assumptions and Limitations

The Fairness Opinion is subject to the following assumptions, limitations, restrictions, and qualifications, any changes to which could have a significant impact on the Fairness Opinion:

The Fairness Opinion has been provided for the use of the Special Committee of LPCP and for inclusion in the Information Circular and any Disclosure Document (as defined below) to be sent to the Shareholders in connection with the Arrangement, provided such documents are provided to KPMG and the disclosure therein relating to KPMG and the Fairness Opinion are approved by KPMG, acting reasonably. The Fairness Opinion may not be used or relied upon by any other parties without the express prior written consent of KPMG. KPMG will assume no responsibility for losses incurred by LPCP, its directors, Shareholders, or any other parties as a result of the circulation, publication, reproduction, or use of this letter contrary to the provisions of this paragraph.
The Fairness Opinion does not constitute a recommendation for LPCP, the Acquirer, or where applicable, their respective shareholders to support or reject the Arrangement and is limited to the fairness of the Consideration to be received by the Shareholders (other than the Rollover Shareholders), pursuant to the Arrangement, from a financial point of view, not addressing the strategic or legal merits of the Arrangement. The Fairness Opinion does not address the relative merits of the Arrangement as compared to any other transactions involving the Company or the prospects or likelihood or any alternative transaction or any other possible transaction involving the Company, its assets or its securities. The Fairness Opinion does not provide assurance that the best possible price or transaction was obtained. Nothing contained herein is to be construed as a legal interpretation, and opinion on any contract or document, or a recommendation to invest or divest.
KPMG has not been engaged to prepare and has not prepared a formal valuation of the Company or any of its securities or assets, and the Fairness Opinion should not be construed as such. KPMG has, however, conducted such analyses as it considered necessary in the circumstances. The Fairness Opinion is not, nor should it be construed as, advice as to the price at which the Common Shares of LPCP may trade at any future date.
KPMG was not engaged to review any legal, tax or accounting aspects of the Arrangement and has relied upon, without any independent verification or investigation, the assessment by the Company and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters.

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In preparing the Fairness Opinion, KPMG has assumed that: (i) the final executed form of the Arrangement Agreement does not differ in any material respect from the June 4, 2025 draft of the Arrangement Agreement that was shared with KPMG; (ii) the parties to the Arrangement Agreement will comply in all material respects with all of the material terms of the Arrangement Agreement; and, (iii) the Arrangement Agreement will be consummated in accordance with the terms and conditions of the Arrangement Agreement without any adverse waiver or amendment of any material term or condition thereof.
KPMG has relied upon the completeness, accuracy and fair presentation of all the financial and other information, data, advice, opinions and representations obtained by it from public sources or provided to it or adopted by or on behalf of the Company and its directors, officers, advisors or otherwise (collectively, the “Information”) and KPMG has assumed that this Information did not omit to state any material fact or any fact necessary to be stated to make that Information not misleading. The Fairness Opinion is conditional upon the completeness, accuracy and fair presentation of such Information including as to the absence of any undisclosed material fact or change. Subject to the exercise of professional judgment and except as expressly described herein, KPMG has not attempted to independently verify or investigate the completeness, accuracy, or fair presentation of any of the Information.
With respect to financial and operating forecasts, projections, financial models, estimates and/or budgets provided to KPMG and used in the analyses supporting the Fairness Opinion, KPMG has noted that projecting future results of any company is inherently subject to uncertainty. KPMG has assumed that such forecasts, projections, financial models, estimates and/or budgets were reasonably prepared consistent with industry practice on a basis reflecting the best currently available assumptions, estimates and judgments of management of the Company as to the future financial performance of the Company and are (or were at the time and continue to be) reasonable in the circumstances. In rendering the Fairness Opinion, KPMG expresses no view as to the reasonableness of such forecasts, projections, financial models, estimates and/or budgets or the assumptions on which they are based.
The Chief Executive Officer and Chief Financial Officer of LPCP have made certain representations to KPMG in an officers’ certificate, among other things, with the intention that KPMG may rely thereon in connection with the preparation of the Fairness Opinion, including that:

(a) Subject to paragraph (b) below, the Information provided by, or on behalf of the Company or any of its subsidiaries or its advisors to KPMG for the purpose of preparing the Fairness Opinion was, at the date such information was provided to KPMG, and is now, complete, true and correct in all material respects, and did not and does not contain any untrue statement of a material fact in respect of the Company and its subsidiaries or the Arrangement and did not and does not omit to state a material fact in respect of the Company, its subsidiaries, or the Arrangement necessary to make the Information not misleading in light of the circumstances under which it was made or provided (except to the extent that any such Information has been superseded by Information subsequently delivered to KPMG);

(b) With respect to any portions of the Information that constitute budgets, strategic plans, financial forecasts, projections, models or estimates, such portions of the Information (i) were prepared using the probable courses of actions to be taken or events reasonably expected to occur during the period covered thereby; (ii) were prepared using the assumptions identified therein, which in the reasonable belief of the management of the Company are (or were at the time of preparation and

continue to be) reasonable in the circumstances; (iii) were reasonably prepared on a basis reflecting the best currently available estimates and judgments of Management as to matters covered thereby at the time thereof; (iv) reasonably present the views of Management of the financial prospects and forecasted performance of the Company, its subsidiaries, and the Arrangement and are consistent with historical operating experience of the Company and its subsidiaries; and (v) are not, in the reasonable belief of Management, misleading in any material respect in light of the assumptions used or in light of any developments since the time of their preparation and with reference to the circumstances in which such budgets, strategic plans, financial forecasts, projections, models and/or estimates were provided to KPMG;

(c) Since the dates on which the Information was provided to KPMG, there has been no material change (as such term is defined in the Securities Act (Ontario)), financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company or any of its subsidiaries and there is no new material fact which is of a nature as to render any portion of the Information or any part thereof untrue or misleading in any material respect or which would have or which would reasonably be expected to have a material effect on the Fairness Opinion;

(d) Since the dates on which the Information was provided to KPMG by the Company, no material transaction has been entered into by the Company or any of its subsidiaries and neither the Company nor any of its subsidiaries has any material plans to enter into a material transaction, other than the Arrangement, except for transactions that have been disclosed to KPMG or generally disclosed, and Management is not aware of any circumstances or developments not disclosed in the Disclosure Documents (as defined below), including, without limitation, legal proceedings or government orders, decrees, laws or regulations, that could reasonably be expected to have a material effect on the assets, liabilities, financial condition, prospects, or affairs of the Company and its subsidiaries;

(e) Except as disclosed to KPMG, neither the Company nor any of its subsidiaries has any material contingent liabilities and there are no actions, suits, proceedings or inquiries pending or, to such officers' knowledge, threatened against or affecting the Company or its affiliates, at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency, or instrumentality which in any way materially affect the Company and its affiliates or the value of any of its securities;

(f) There are no material agreements, undertakings, commitments or understandings (whether written or oral, formal or informal) relating to the Arrangement, except as have been disclosed to KPMG;

(g) The contents of any and all documents prepared by the Company in connection with the Arrangement for filings with regulatory authorities or delivery or communication to shareholders of the Company (collectively, the "Disclosure Documents") have been, are, and will be true, complete and correct in all material respects and have not and will not contain any misrepresentation (as defined in the Securities Act (Ontario)) and the Disclosure Documents have complied, comply, and will comply with all requirements under applicable laws in all material respects;

(h) Each of the undersigned does not have any knowledge of any material facts not contained in or referred to in the Information provided to KPMG by the Company which could reasonably be

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expected to affect the Fairness Opinion, including the assumptions used, the scope of the review undertaken, or the conclusions reached; and,

(i) The Company has complied in all material respects with terms and conditions of the Engagement Agreement.

The Fairness Opinion is rendered as of the Opinion Date on the basis of securities markets, economic and general business and financial conditions prevailing on that date and the condition and prospects, financial and otherwise, of the Company as they were reflected in the Information (as defined below) and as they have been represented to KPMG in discussions with Management. It must be recognized that fair market value, and hence fairness from a financial point of view, changes from time to time, not only as a result of internal factors, but also because of external factors such as changes in the economy, competition and changes in consumer or investor preferences. KPMG disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Fairness Opinion which may come or be brought to KPMG’s attention after the Opinion Date. Without limiting the foregoing, in the event there is any material change in any fact or matter affecting the Fairness Opinion after the Opinion Date, KPMG reserves the right to change, modify or withdraw the Fairness Opinion, but does not assume any obligation to do so.
In the analyses and in preparing the Fairness Opinion, KPMG has made numerous assumptions with respect to expected industry performance, general business and economic conditions and other matters, many of which are beyond the control of KPMG or any party involved in the Arrangement.
KPMG has not solicited interest in the Common Shares (or net assets) of the Company in the marketplace to determine whether additional potential purchasers, for their own reasons, might perceive a value different from that considered in arriving at its Fairness Opinion.
KPMG believes that the Fairness Opinion must be considered and reviewed as a whole and that selecting portions of the analyses or factors considered by KPMG, without considering all the analyses and factors together, could create a misleading view of the process underlying the Fairness Opinion. The preparation of a fairness opinion is complex and is not necessarily amenable to partial analysis or summary description. Any attempt to do so may lead to undue emphasis on any particular factor or analysis. The Fairness Opinion should be read in its entirety.

Approach to Financial Fairness

In connection with the Fairness Opinion, KPMG has performed a variety of financial and comparative analysis, including those described below. The summary below is not intended to be a complete description of the factors considered or financial analyses performed by KPMG, nor does the order of analyses described represent relative importance or weight given to those analyses by KPMG. Instead, KPMG has made qualitative judgments based on its experience in rendering such opinions and on circumstances and information as a whole.

In its analysis, KPMG considered industry performance, general business, economic, market, political, and financial conditions, as well as other matters, many of which are beyond the control of LPCP. No company, transaction, or business used in KPMG’s analyses as a comparison is identical to the Company or the Arrangement, and evaluating the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other

Page 8

factors that could affect the sale of the Company, public trading of LPCP, or other values of the companies, business segments, or transactions being analyzed. The estimates contained in KPMG’s analyses, and the ranges of valuations resulting from any particular analysis, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favourable than those suggested by the analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, KPMG’s analyses and estimates are inherently subject to substantial uncertainty, and the Fairness Opinion is conditional upon the correctness of all of the assumptions indicated herein. This Fairness Opinion should be read in its entirety.

The assessment of fairness from a financial point of view must be determined in the context of the Arrangement. KPMG has based the Fairness Opinion on methods and techniques that KPMG considered appropriate in the circumstances:

Valuation analysis of the Common Shares based on the following methodologies:

(a) Income-based analysis: This specifically considers a discounted cash flow (“DCF”) approach and associated sensitivity analysis. The DCF analysis is used to determine the value of a company through the net present value of its future cash flows. It requires certain assumptions regarding, among other things, the projected free cash flows for each year of the projection period, as well as appropriate discount rates and terminal value calculations. When a company is expected to operate beyond the specified cash flow projection period, these subsequent projected results are accounted for by deriving a terminal value, which is calculated by capitalizing certain values as at the end of the forecast period, utilizing certain terminal cash flow methodologies, and then discounting such terminal value at an appropriate discount rate to calculate its net present value. As a basis for determining the Company’s projected free cash flows for the DCF analysis, KPMG reviewed Management’s projections for the fiscal years ending December 31, 2025 through December 31, 2030. KPMG’s DCF analysis of LPCP involved discounting to a present value, the projected free cash flows, including a terminal value, utilizing an appropriate range for the weighted average cost of capital (“WACC”) as the discount rate. The cost of equity component of the WACC was based on the Capital Asset Pricing Model. KPMG believes that the WACC range utilized reflects the risks inherent in LPCP’s business based on current market conditions, the competitive environment, and the risk associated with Management’s business plan and cash flow projections.

(b) Market analysis: This specifically considers the trading multiples of public comparable companies and the implied multiples of comparable precedent transactions. KPMG analyzed observable market metrics, specifically the enterprise value to earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples of certain comparable public companies and precedent transactions in the asset and wealth management industry, and assessed them in relation to LPCP in order to establish a range of enterprise value to EBITDA multiples for LPCP. In performing this analysis, KPMG analyzed: (i) historical and projected financial information of LPCP, as provided by Management; and (ii) certain publicly available financial information, which included financial data for LPCP and selected public companies and precedent transactions.

Premiums Analysis: The premiums analysis is used to determine premiums acquirers pay over a target company’s current market price. KPMG has considered the premium implied in the Consideration based on: (i) a comparison of the Consideration to the current and historical volume-weighted average

Page 9

price (“VWAP”) of the LPCP Common Shares; and (ii) an analysis of premiums paid in precedent transactions. KPMG reviewed publicly available information for premiums paid to shareholders of the acquired companies in recent select transactions of comparable wealth management companies and small-capitalization companies traded on TSX and TSXV with transaction values between $50 million and $1 billion that KPMG considered relevant for the last three years. This assessment was based on implied premiums as of one-day preceding the date of announcement of the transactions and based on the seven (7), ten (10), and thirty (30) day VWAP.

Other Factors and Analyses which KPMG has judged, based on its experience in rendering such opinions, to be relevant. More specifically, this included amongst other factors and analyses, the historic and current very low liquidity on the Common Shares and that based on a process undertaken by BMO Capital Markets on behalf of Management to solicit offers to acquire the non-insider shares of the Company, we understand that the Consideration significantly exceeds preliminary implied offers from other bidders.

Fairness Opinion

Based upon and subject to the foregoing and such other matters as KPMG considered relevant, KPMG is of the opinion that, as of the Opinion Date, the Consideration to be received by the Shareholders, other than the Rollover Shareholders, pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.

Yours very truly,

KPMG LLP

APPENDIX D INTERIM ORDER

[See attached.]

D-1

Court File No. CV-25-00746058-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

THE HONOURABLE ) THURSDAY, THE 10th
JUSTICE CAVANAGH ) DAY OF JULY, 2025

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, C. B 16, AS AMENDED;

AND IN THE MATTER OF RULE 14.05(2) and 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT OF LORNE PARK CAPITAL PARTNERS INC. INVOLVING 1001252840 ONTARIO INC.

LORNE PARK CAPITAL PARTNERS INC.
Applicant

INTERIM ORDER

THIS MOTION made by the Applicant, Lorne Park Capital Partners Inc. (“LPC”), for an interim order for advice and directions pursuant to section 182 of the Business Corporations Act, R.S.O. 1990, c. B 16, as amended, (the “OBCA”) was heard this day at 330 University Avenue, Toronto, Ontario by videoconference.

ON READING the Notice of Motion, the Notice of Application issued on June 24, 2025 and the affidavit of Christopher Dingle sworn on July 4, 2025, (the “Dingle Affidavit”), including the Plan of Arrangement, which is attached as Schedule C to the draft management information circular of LPC (the “Information Circular”), which is attached as Exhibit “A” to

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the Dingle Affidavit, and on hearing the submissions of counsel for LPC and counsel for 1001252840 Ontario Inc. (the “Purchaser”) and on being advised that the Director appointed under the OBCA (the “Director”) does not consider it necessary to appear,

Definitions

THIS COURT ORDERS that all definitions used in this Interim Order shall have the meaning ascribed thereto in the Information Circular or otherwise as specifically defined herein.

The Meeting

THIS COURT ORDERS that LPC is permitted to call, hold and conduct a special meeting (the “Meeting”) of the holders of voting common shares (the “Shareholders”) in the capital of LPC to be held at 66 Wellington Street West, Suite 4100, Toronto, Ontario M5K 1B7 on August 14, 2025 at 10:00 a.m. (Toronto time) in order for the Shareholders to consider and, if determined advisable, pass special and ordinary resolutions authorizing, adopting and approving, with or without variation, the Arrangement and the Plan of Arrangement (collectively, the “Arrangement Resolution”).
THIS COURT ORDERS that the Meeting shall be called, held and conducted in accordance with the OBCA, the notice of meeting of Shareholders, which accompanies the Information Circular (the “Notice of Meeting”) and the articles and by-laws of LPC, subject to what may be provided hereafter and subject to further order of this Court.
THIS COURT ORDERS that the record date (the “Record Date”) for determination of the Shareholders entitled to notice of, and to vote at, the Meeting shall be July 14, 2025.

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THIS COURT ORDERS that the only persons entitled to attend or speak at the Meeting shall be:

a) the Shareholders or their respective proxyholders;
b) the officers, directors, auditors and advisors of LPC;
c) representatives and advisors of the Purchaser;
d) the Director; and
e) other persons who may receive the permission of the Chair of the Meeting.

THIS COURT ORDERS that LPC may transact such other business at the Meeting as is contemplated in the Information Circular, or as may otherwise be properly before the Meeting.

Quorum

THIS COURT ORDERS that the Chair of the Meeting shall be determined by LPC and that the quorum at the Meeting shall be not less two persons present in person, each being a Shareholder entitled to vote thereat, or a duly appointed proxy or proxyholder for an absent Shareholder so entitled, holding or representing in the aggregate at least 10% of all issued and outstanding common shares enjoying voting rights at the Meeting.

Amendments to the Arrangement and Plan of Arrangement

THIS COURT ORDERS that LPC is authorized to make, subject to the terms of the Arrangement Agreement, and paragraph 9, below, such amendments, modifications or supplements to the Arrangement and the Plan of Arrangement as it may determine without any

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additional notice to the Shareholders, or others entitled to receive notice under paragraphs 12 and 13 hereof, provided same are to correct clerical errors or would not, if disclosed, reasonably be expected to affect a Shareholder’s decision to vote, and the Arrangement and Plan of Arrangement, as so amended, modified or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the Shareholders at the Meeting and shall be the subject of the Arrangement Resolution. Amendments, modifications or supplements may be made following the Meeting, but shall be subject to review and, if appropriate, further direction by this Court at the hearing for the final approval of the Arrangement.

THIS COURT ORDERS that, if any amendments, modifications or supplements to the Arrangement or Plan of Arrangement made after initial notice is provided as contemplated in paragraph 12 herein, which would, if disclosed, reasonably be expected to affect a Shareholder’s decision to vote for or against the Arrangement Resolution, notice of such amendment, modification or supplement shall be distributed, subject to further order of this Court, by press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as LPC may determine.

Amendments to the Information Circular

THIS COURT ORDERS that LPC is authorized to make such amendments, revisions and/or supplements to the draft Information Circular as it may determine and the Information Circular, as so amended, revised and/or supplemental, shall be the Information Circular to be distributed in accordance with paragraphs 12 and 13.

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Adjournments and Postponements

THIS COURT ORDERS that LPC, if it deems advisable and subject to the terms of the Arrangement Agreement, is specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of the Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as LPC may determine is appropriate in the circumstances. This provision shall not limit the authority of the Chair of the Meeting in respect of adjournments and postponements.

Notice of Meeting

THIS COURT ORDERS that, subject to the extent section 262(4) of the OBCA is applicable, in order to effect notice of the Meeting, LPC shall send the Information Circular (including the Notice of Application and this Interim Order), the Notice of Meeting, the form of proxy and the letter of transmittal, along with such amendments or additional documents as LPC may determine are necessary or desirable and are not inconsistent with the terms of this Interim Order (collectively, the "Meeting Materials"), as follows:

a) to the registered Shareholders at the close of business on the Record Date, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting, by one or more of the following methods:

i) by pre-paid ordinary or first class mail at the addresses of the Shareholders as they appear on the books and records of LPC, or its registrar and transfer agent, at the close of business on the Record Date

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and if no address is shown therein, then the last address of the person known to the Corporate Secretary of LPC;

ii) by delivery, in person or by recognized courier service or inter-office mail, to the address specified in (i) above; or

iii) by facsimile or electronic transmission to any Shareholder, who is identified to the satisfaction of LPC, who requests such transmission in writing and, if required by LPC, who is prepared to pay the charges for such transmission;

b) to non-registered Shareholders by providing sufficient copies of the Meeting Materials to intermediaries and registered nominees in a timely manner, in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer; and,

c) to the directors and auditors of LPC, and to the Director appointed under the OBCA, by delivery in person, by recognized courier service, by pre-paid ordinary or first class mail or, with the consent of the person, by facsimile or electronic transmission, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting;

d) to the Ontario Securities Commission, by electronic filing;

and that compliance with this paragraph shall constitute sufficient notice of the Meeting.

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THIS COURT ORDERS that LPC is hereby directed to distribute the Information Circular (including the Notice of Application, and this Interim Order) (collectively, the “Court Materials”) to the holders of Options, or other rights to acquire voting common shares of LPC, by any method permitted for notice to Shareholders as set forth in paragraphs 12(a) or 12(b), above, or by email concurrently with the distribution described in paragraph 12 of this Interim Order (provided that delivery need only be made once notwithstanding that a person may be entitled to the Court Materials under more than one paragraph thereof). Distribution to such persons shall be to their addresses as they appear on the books and records of LPC or its registrar and transfer agent at the close of business on the Record Date.
THIS COURT ORDERS that accidental failure or omission by LPC to give notice of the meeting or to distribute the Meeting Materials or Court Materials to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of LPC, or the non-receipt of such notice shall, subject to further order of this Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting. If any such failure or omission is brought to the attention of LPC, it shall use its best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.
THIS COURT ORDERS that LPC is hereby authorized to make such amendments, revisions or supplements to the Meeting Materials and Court Materials, as LPC may determine in accordance with the terms of the Arrangement Agreement (“Additional Information”), and that notice of such Additional Information may, subject to paragraph 9, above, be distributed by press release, newspaper advertisement, pre-paid ordinary mail, or by the method most reasonably practicable in the circumstances, as LPC may determine.

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THIS COURT ORDERS that distribution of the Meeting Materials and Court Materials pursuant to paragraphs 12 and 13 of this Interim Order shall constitute notice of the Meeting and good and sufficient service of the within Application upon the persons described in paragraphs 12 and 13 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Meeting Materials or the Court Materials or any portion thereof need be made, or notice given or other material served in respect of these proceedings and/or the Meeting to such persons or to any other persons, except to the extent required by paragraph 9, above.

Solicitation and Revocation of Proxies

THIS COURT ORDERS that LPC is authorized to use the letter of transmittal and proxies substantially in the form of the drafts accompanying the Information Circular, with such amendments and additional information as LPC may determine are necessary or desirable, subject to the terms of the Arrangement Agreement. LPC is authorized, at its expense, to solicit proxies, directly or through its officers, directors or employees, and through such agents or representatives as they may retain for that purpose, and by mail or such other forms of personal or electronic communication as it may determine. LPC may waive generally, in its discretion, the time limits set out in the Information Circular for the deposit or revocation of proxies by Shareholders, if LPC deems it advisable to do so.
THIS COURT ORDERS that Shareholders shall be entitled to revoke their proxies in accordance with section 110(4) of the OBCA (except as the procedures of that section are varied by this paragraph) provided that any instruments in writing delivered pursuant to s.110(4.1)(a) of the OBCA: (a) may be deposited at the registered office of LPC or with the transfer agent of LPC as set out in the Information Circular; and (b) any such instruments must

be received by LPC or its transfer agent not later than 10:00 a.m. (Toronto time) on the second business day immediately preceding the Meeting (or any adjournment or postponement thereof).

Voting

THIS COURT ORDERS that the only persons entitled to vote in person or by proxy on the Arrangement Resolution, or such other business as may be properly brought before the Meeting, shall be those Shareholders who hold voting common shares of LPC as of the close of business on the Record Date. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.
THIS COURT ORDERS that votes shall be taken at the Meeting on the basis of one vote per common share and that in order for the Plan of Arrangement to be implemented, subject to further Order of this Court, the Arrangement Resolution must be passed, with or without variation, at the Meeting by:

(i) an affirmative vote of at least two-thirds (66 and 2/3%) of the votes cast in respect of the Arrangement Resolution at the Meeting in person or by proxy by the Shareholders; and

(ii) a simple majority of the votes cast in respect of the Arrangement Resolution at the Meeting in person or by proxy by the Shareholders, other than any other persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special

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Transactions of the Canadian Securities Regulatory Authorities, but subject to the exemptions noted therein and any exemptions granted thereunder.

Such votes shall be sufficient to authorize LPC to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Information Circular without the necessity of any further approval by the Shareholders, subject only to final approval of the Arrangement by this Court.

THIS COURT ORDERS that in respect of matters properly brought before the Meeting pertaining to items of business affecting LPC (other than in respect of the Arrangement Resolution), each Shareholder is entitled to one vote for each voting common share held.

Dissent Rights

THIS COURT ORDERS that each registered Shareholder shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in accordance with section 185 of the OBCA (except as the procedures of that section are varied by this Interim Order and the Plan of Arrangement) provided that, notwithstanding subsection 185(6) of the OBCA, any Shareholder who wishes to dissent must, as a condition precedent thereto, provide written objection to the Arrangement Resolution to LPC in the form required by section 185 of the OBCA and the Arrangement Agreement, which written objection must be received by LPC c/o WeirFoulds LLP, 66 Wellington Street West, Suite 4100, TD Bank Tower, PO Box 35, Toronto, Ontario, M5K 1B7, Attention: Philip Cho / Lia Boritz or by email at [email protected] / [email protected] not later than 5:00 p.m. (Toronto time) on the

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date that is two (2) business days immediately preceding the Meeting (or any adjournment or postponement thereof), and must otherwise strictly comply with the requirements of the OBCA. For purposes of these proceedings, the “court” referred to in section 185 of the OBCA means this Court.

THIS COURT ORDERS that, notwithstanding section 185(4) of the OBCA, the Purchaser, not LPC, shall be required to offer to pay fair value, as of the last Business Day prior to the approval of the Arrangement Resolution, for voting common shares held by Shareholders who duly exercise Dissent Rights, and to pay the amount to which such Shareholders may be entitled pursuant to the terms of the Arrangement Agreement or Plan of Arrangement. In accordance with the Plan of Arrangement and the Information Circular, all references to the “corporation” in subsections 185(4) and 185(14) to 185(30), inclusive, of the OBCA (except for the second reference to the “corporation” in subsection 185(15)) shall be deemed to refer to the Purchaser in place of the “corporation”, and the Purchaser shall have all of the rights, duties and obligations of the “corporation” under subsections 185(14) to 185(30), inclusive, of the OBCA.
THIS COURT ORDERS that any Shareholder who duly exercises such Dissent Rights set out in paragraph 22 above and who:

i) is ultimately determined by this Court to be entitled to be paid fair value for his, her or its voting common shares, shall be deemed to have transferred those voting common shares as of the Effective Time, without any further act or formality and free and clear of all liens, claims, encumbrances, charges, adverse

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interests or security interests to the Purchaser for cancellation in consideration for a payment of cash from the Purchaser equal to such fair value; or

ii) is for any reason ultimately determined by this Court not to be entitled to be paid fair value for his, her or its voting common shares pursuant to the exercise of the Dissent Right, shall be deemed to have participated in the Arrangement on the same basis and at the same time as any non-dissenting Shareholder;

but in no case shall LPC, the Purchaser or any other person be required to recognize such Shareholders as holders of voting common shares of LPC at or after the date upon which the Arrangement becomes effective and the names of such Shareholders shall be deleted from LPC’s register of holders of voting common shares at that time.

Hearing of Application for Approval of the Arrangement

THIS COURT ORDERS that upon approval by the Shareholders of the Plan of Arrangement in the manner set forth in this Interim Order, LPC may apply to this Court for final approval of the Arrangement.
THIS COURT ORDERS that distribution of the Notice of Application and the Interim Order in the Information Circular, when sent in accordance with paragraphs 12 and 13 shall constitute good and sufficient service of the Notice of Application and this Interim Order and no other form of service need be effected and no other material need be served unless a Notice of Appearance is served in accordance with paragraph 27.
THIS COURT ORDERS that any Notice of Appearance served in response to the Notice of Application shall be served on the solicitors for LPC, with a copy to counsel for the

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Purchaser, as soon as reasonably practicable, and, in any event, no less than four (4) days before the hearing of this Application at the following addresses:

WEIRFOULDS LLP
66 Wellington St. W., Suite 4100
TD Bank Tower, PO Box 35
Toronto, ON M5K 1B7

Philip Cho (LSO #45615U)
[email protected]

Lia Boritz (LSO #70232D)
[email protected]
Tel: (416) 947-5067

Lawyers for the Applicant

STIKEMAN ELLIOTT LLP
5300 Commerce Court West
199 Bay Street
Toronto Ontario M5L 1B9

Samaneh Hosseini (LSO# 52554H)
[email protected]
Tel: (416) 869-5522

Lawyers for 1001252840 Ontario Inc.

THIS COURT ORDERS that, subject to further order of this Court, the only persons entitled to appear and be heard at the hearing of the within application shall be:

i) LPC;
ii) the Purchaser;
iii) the Director; and

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iv) any person who has filed a Notice of Appearance herein in accordance with the Notice of Application, this Interim Order and the Rules of Civil Procedure.

THIS COURT ORDERS that any materials to be filed by LPC in support of the within Application for final approval of the Arrangement may be filed up to one day prior to the hearing of the Application without further order of this Court.
THIS COURT ORDERS that in the event the within Application for final approval does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons who served and filed a Notice of Appearance in accordance with paragraph 27 shall be entitled to be given notice of the adjourned date.

Service and Notice

THIS COURT ORDERS that the Applicants and their counsel are at liberty to serve or distribute this Order, any other materials and orders as may be reasonably required in these proceedings, including any notices, or other correspondence, by forwarding true copies thereof by electronic message to LPC’s Shareholders, creditors or other interested parties and their advisors. For greater certainty, any such distribution or service shall be deemed to be in satisfaction of a legal or juridical obligation, and notice requirements within the meaning of clause 3(c) of the Electronic Commerce Protection Regulations, Reg. 81000-2-175 (SOR/DORS).

Precedence

THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing or collateral to

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the voting common shares, Options, or other rights to acquire voting common shares of LPC, or the articles or by-laws of LPC, this Interim Order shall govern.

Extra-Territorial Assistance

THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory or administrative body of the United States or other country to act in aid of and to assist this Court in carrying out the terms of this Interim Order.

Variance

THIS COURT ORDERS that LPC shall be entitled to seek leave to vary this Interim Order upon such terms and upon the giving of such notice as this Court may direct.

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO) AND IN THE MATTER OF RULE 14.05(2) and 14.05(3) OF THE RULES OF CIVIL PROCEDURE AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF LORNE PARK CAPITAL PARTNERS INC. INVOLVING 1001252840 ONTARIO INC.

Court File No. CV-25-00746058-00CL

| | ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceeding Commenced at Toronto |
| --- | --- |
| | INTERIM ORDER |
| | WEIRFOULDS LLP
Barristers & Solicitors
66 Wellington Street West, Suite 4100
PO Box 35, Toronto-Dominion Centre
Toronto, ON M5K 1B7

Philip Cho (LSO #45615U)
[email protected]

Lia Boritz (LSO #70232D)
[email protected]

Tel: 416.365.1110

Lawyers for the Applicant |

E-1

APPENDIX E

NOTICE OF APPLICATION

[See attached.]

Electronically issued / Délivré par voie électronique : 24-Jun-2025 Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-25-00746058-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, C. B.16, AS AMENDED

AND IN THE MATTER OF RULE 14.05(2) and 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT OF LORNE PARK CAPITAL PARTNERS INC. INVOLVING 1001252840 ONTARIO INC.

LORNE PARK CAPITAL PARTNERS INC.

Applicant

NOTICE OF APPLICATION

TO THE RESPONDENTS:

A LEGAL PROCEEDING HAS BEEN COMMENCED by the Applicant. The claim made by the Applicant appears on the following page.

THIS APPLICATION will come on for a hearing

☐ In person
☐ By telephone conference
☑ By video conference

at the following location:

Video Conference details to be provided

330 University Avenue

Toronto, ON M5G 1R7

On a day to be established by the Commercial List

Electronically issued / Délivré par voie électronique : 24-Jun-2025
Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-25-00746058-00CL

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IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with any documents in the application, you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure, serve it on the applicant's lawyer or, where the applicant does not have a lawyer, serve it on the applicant, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the applicant's lawyer or, where the applicant does not have a lawyer, serve it on the applicant, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but at least four days before the hearing.

IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE.

Date: June 24, 2025

Issued by _______
Local Registrar

Address of
court office: 330 University Avenue
9th Floor
Toronto, ON
M5G 1R7

Electronically issued / Délivré par voie électronique : 24-Jun-2025
Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-25-00746058-00CL

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TO: ALL HOLDERS OF COMMON SHARES OF LORNE PARK CAPITAL PARTNERS INC. AS AT JULY 14, 2025

AND TO: ALL HOLDERS OF OPTIONS OF LORNE PARK CAPITAL PARTNERS INC.

AND TO: THE DIRECTORS OF LORNE PARK CAPITAL PARTNERS INC.

AND TO: THE AUDITOR FOR LORNE PARK CAPITAL PARTNERS INC.

AND TO: THE DIRECTOR APPOINTED UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO)

AND TO: 1001252840 ONTARIO INC.
c/o Stikeman Elliott LLP
199 Bay Street
Suite 5300, Commerce Court West
Toronto, Ontario M5L 1B9

Samaneh Hosseini, Aniko Pelland and Antoine Champagne
Tel: (416) 869-5522
Email: [email protected]

Electronically issued / Délivré par voie électronique : 24-Jun-2025 Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-25-00746058-00CL

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APPLICATION

The Applicant, Lorne Park Capital Partners Inc. ("LPC"), makes an application for:

(a) an order pursuant to section 182 of the Business Corporations Act (Ontario), RSO 1990, c B.16, as amended (the "OBCA"), approving a proposed plan of arrangement (the "Arrangement") of LPC involving 1001252840 Ontario Inc. (the "Purchaser"), pursuant to which, among other things, the Purchaser will acquire all of the issued and outstanding common shares in the capital of LPC (the "LPC Shares", and individually, an "LPC Share");

(b) an interim order for advice and directions under section 182(5) of the OBCA in respect of calling and conducting of a special meeting (the "Meeting") of the holders of LPC Shares to consider and vote on a special resolution to approve the Arrangement;

(d) if necessary, an order abridging the time for service and filing of the Notice of Application and Application Record, and validating such service or dispensing with service; and

(e) such further and other relief as to this Court may seem just.

The grounds for the application are:

(a) LPC is a corporation formed under the laws of Ontario, having its head office in Oakville, Ontario, and operates as a boutique investment management and wealth advisory firm, providing investment solutions to investors, foundations, estates and trusts;

(b) the LPC's Shares are listed on the TSX Venture Exchange under the symbol "LPC";

Electronically issued / Délivré par voie électronique : 24-Jun-2025
Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-25-00746058-00CL

(d) the Purchaser is a holding corporation controlled by Sagard Private Equity Canada L.P. ("Sagard"), a multi-strategy alternative asset management firm formed under the laws of Ontario, having its head office in Toronto;

(e) the purpose of the Arrangement is to effect the acquisition of all of the LPC Shares by the Purchaser;

(f) pursuant to the Arrangement, among other things:

(i) the Purchaser will acquire all of the issued and outstanding LPC Shares in exchange for a consideration of $2.23 per LPC Share in cash (the "Consideration"), other than LPC Shares held by Rollover Shareholders (as defined below);

(ii) certain key executives and advisors of LPC ("Rollover Shareholders"), instead of receiving Consideration in respect of their LPC Shares, will instead roll either all or a certain portion of their LPC Shares for shares in the capital of the Purchaser at a value equal to the Consideration; and,

(iii) with respect to options to purchase LPC Shares outstanding as of the date and time the Arrangement becomes effective ("LPC Options"):

each LPC Option which has not yet vested in accordance with its terms will be accelerated such that these LPC Options become exercisable;
each LPC Option (other than certain LPC Options held by Rollover Shareholders (the "Rollover Shareholders LPC Options")) shall be deemed to be surrendered to the Corporation in exchange for a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price of such LPC Option (for greater certainty,

Electronically issued / Délivré par voie électronique : 24-Jun-2025
Toronto Superior Court of Justice / Cour supérieure de justice

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where such amount is nil, no consideration shall be payable in respect thereof and neither LPC nor the Purchaser shall be obligated to pay to the holder of such LPC Option any amount in respect of such LPC Option); and,

each Rollover Shareholders LPC Option shall be deemed to be surrendered to the Corporation in exchange for the aggregate of (i) an amount of cash equal to the applicable withholdings required to be made as a result of the exercise of the Rollover Shareholders LPC Option by the Rollover Shareholder and (ii) a number of LPC Shares equal to the positive difference, if any, between (A) the Consideration, and (B) the sum of any exercise price applicable to such Rollover Shareholders LPC Option and the applicable withholdings required to be made as a result of the surrender of such Rollover Shareholders LPC Option, divided by the Consideration;

(g) the Arrangement is an "arrangement" within the meaning of section 182(1) of the OBCA;

(h) all statutory requirements for an arrangement under the OBCA either have been fulfilled or will be fulfilled by the return of the Application;

(i) the relief sought in the Interim Order sets out procedurally fair mechanisms for calling and conducting a meeting of LPC shareholders and for notice and related procedures for the hearing of this Application;

(j) the directions set out and the approvals required pursuant to any Interim Order this Court may grant have been followed and obtained, or will be followed and obtained by the return of this Application;

(k) the Arrangement is put forward in good faith for a bona fide business purpose;

Electronically issued / Délivré par voie électronique : 24-Jun-2025
Toronto Superior Court of Justice / Cour supérieure de justice

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(I) the Arrangement fairly and reasonably balances the rights of persons whose legal rights are being arranged and affected;

(m) it is not practicable for LPC to effect the Arrangement under any other provision of the OBCA;

(n) the Arrangement is in the best interests of LPC and its stakeholders, is procedurally and substantively fair and reasonable to the parties affected;

(o) the OBCA, including sections 182, 185 and 262;

(p) the Rules of Civil Procedure, including Rules 1.04, 1.05, 2.03, 3.02(1), 14.05(2), 14.05(3), 16.04(1), 16.08, 17.02, 38, 39, and 59, as amended;

(q) National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer; and

(r) such further and other grounds as counsel may advise and this Court may permit.

The following documentary evidence will be used at the hearing of the application:

(a) such Interim Order as may be granted by this Court;

(b) the affidavit of Robert Sewell, President & CEO of LPC, outlining the basis for the Interim Order for advice and directions, with the exhibits thereto;

(c) further affidavit(s) to be sworn on behalf of LPC, with the exhibits thereto, outlining the basis for the Final Order approving the Arrangement, and reporting as to the compliance with any Interim Order of this Court and as to the results of any meeting conducted pursuant to any Interim Order of this Court; and

(d) such further and other material as counsel may advise and this Court may permit.

Electronically issued / Délivré par voie électronique : 24-Jun-2025
Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-25-00746058-00CL

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Date: June 24, 2025

WEIRFOULDS LLP
Barristers & Solicitors
66 Wellington St. W., Suite 4100
TD Bank Tower, PO Box 35
Toronto, ON M5K 1B7

Philip Cho (LSO #45615U)
[email protected]

Lia Boritz (LSO #70232D)
[email protected]

Tel: (416) 365-1110

Lawyers for the Applicant

Electronically issued / Délivré par voie électronique : 24-Jun-2025

Toronto Superior Court of Justice / Cour supérieure de justice

Court File No./N° du dossier du greffe : CV-25-00746058-00CL

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

AND IN THE MATTER OF RULE 14.05(2) and 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF LORNE PARK CAPITAL PARTNERS INC. INVOLVING 1001252840 ONTARIO INC.

| | ONTARIO
SUPERIOR COURT OF JUSTICE
(Commercial List) |
| --- | --- |
| | Proceeding Commenced at Toronto |
| | NOTICE OF APPLICATION |
| | WEIRFOULDS LLP
Barristers & Solicitors
66 Wellington St. W., Suite 4100
TD Bank Tower, PO Box 35
Toronto, ON M5K 1B7

Philip Cho (LSO #45615U)
[email protected]

Lia Boritz (LSO #70232D)
[email protected]

Tel: (416) 365-1110 |
| | Lawyers for the Applicant, Lorne Park Capital Partners Inc. |

F-1

APPENDIX F

SECTION 185 OF OBCA

[See attached.]

DISSENT PROVISIONS

185 (1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,

(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;
(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;
(c) amalgamate with another corporation under sections 175 and 176;
(d) be continued under the laws of another jurisdiction under section 181; or

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection 185 (1) of the Act is amended by striking out "or" at the end of clause (d) and by adding the following clauses: (See: 2017, c. 20, Sched. 6, s. 24)

(d.1) be continued under the Co-operative Corporations Act under section 181.1;
(d.2) be continued under the Not-for-Profit Corporations Act, 2010 under section 181.2; or
(e) sell, lease or exchange all or substantially all its property under subsection 184 (3),

a holder of shares of any class or series entitled to vote on the resolution may dissent. R.S.O. 1990, c. B.16, s. 185 (1).

Idem

(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,

(a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or
(b) subsection 170 (5) or (6). R.S.O. 1990, c. B.16, s. 185 (2).

One class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares. 2006, c. 34, Sched. B, s. 35.

Exception

(3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,

(a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or
(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986. R.S.O. 1990, c. B.16, s. 185 (3).

Shareholder's right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in

respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted. R.S.O. 1990, c. B.16, s. 185 (4).

No partial dissent

(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (5).

Objection

(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder's right to dissent. R.S.O. 1990, c. B.16, s. 185 (6).

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6). R.S.O. 1990, c. B.16, s. 185 (7).

Notice of adoption of resolution

(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection. R.S.O. 1990, c. B.16, s. 185 (8).

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights. R.S.O. 1990, c. B.16, s. 185 (9).

Demand for payment of fair value

(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,

(a) the shareholder's name and address;

(b) the number and class of shares in respect of which the shareholder dissents; and

Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent. R.S.O. 1990, c. B.16, s. 185 (11); 2011, c. 1, Sched. 2, s. 1 (9).

Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section. R.S.O. 1990, c. B.16, s. 185 (12).

Endorsement on certificate

(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (13).

Rights of dissenting shareholder

(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);
(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or
(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder's rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10). R.S.O. 1990, c. B.16, s. 185 (14); 2011, c. 1, Sched. 2, s. 1 (10).

Same

(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),

(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or
(b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,

(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and
(ii) to be sent the notice referred to in subsection 54 (3). 2011, c. 1, Sched. 2, s. 1 (11).

Same

(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,

(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and
(b) to be sent the notice referred to in subsection 54 (3). 2011, c. 1, Sched. 2, s. 1 (11).

Offer to pay

(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,

(a) a written offer to pay for the dissenting shareholder's shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or
(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16, s. 185 (15).

Idem

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms. R.S.O. 1990, c. B.16, s. 185 (16).

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made. R.S.O. 1990, c. B.16, s. 185 (17).

Application to court to fix fair value

(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (18).

Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow. R.S.O. 1990, c. B.16, s. 185 (19).

Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19). R.S.O. 1990, c. B.16, s. 185 (20).

Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders. R.S.O. 1990, c. B.16, s. 185 (21).

Notice to shareholders

(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,

(a) has sent to the corporation the notice referred to in subsection (10); and
(b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made,

of the date, place and consequences of the application and of the dissenting shareholder's right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions. R.S.O. 1990, c. B.16, s. 185 (22).

Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application. R.S.O. 1990, c. B.16, s. 185 (23).

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders. R.S.O. 1990, c. B.16, s. 185 (24).

Appraisers

(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders. R.S.O. 1990, c. B.16, s. 185 (25).

Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b). R.S.O. 1990, c. B.16, s. 185 (26).

Interest

(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment. R.S.O. 1990, c. B.16, s. 185 (27).

Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16, s. 185 (28).

Idem

(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,

(a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder's full rights are reinstated; or
(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders. R.S.O. 1990, c. B.16, s. 185 (29).

Idem

(30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,

(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or
(b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities. R.S.O. 1990, c. B.16, s. 185 (30).

Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission. 1994, c. 27, s. 71 (24).

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation. 1994, c. 27, s. 71 (24).

APPENDIX G
AUDIT COMMITTEE CHARTER

Name

There shall be a committee of the Board of Directors (the “Board”) of Lorne Park Capital Partners Inc. (the “Corporation”) known as the Audit Committee (the “Committee”).

General Purpose

The Committee has been established to assist the Board in fulfilling its oversight responsibilities with respect to the following areas: the Corporation’s external audit function; internal control and management information systems; the Corporation’s accounting and financial reporting requirements; the Corporation’s compliance with law and regulatory requirements; the Corporation’s risks and risk management policies and such other functions as are delegated to it by the Board. Specifically, with respect to the Corporation’s external audit function, the Committee assists the Board in fulfilling its oversight responsibilities relating to: the quality and integrity of the Corporation’s financial statements; the independent auditors’ qualifications; and the performance of the Corporation’s independent auditors.

The Committee is intended to facilitate and provide a means of open communication between management, the external auditors and the Board.

Composition and Qualifications

The Committee shall consist of as many members as the Board shall determine, but in any event not fewer than three (3) members who are appointed by the Board. The composition of the Committee shall meet all applicable independence, financial literacy and other legal and regulatory requirements. More specifically, a sufficient number of the members of the Committee should be “independent” and “financially literate” and at least one (1) member shall have “accounting or related financial experience”, as such terms are defined by the applicable securities law¹.

The Board shall designate the Chairman of the Committee, who shall have responsibility for overseeing that the Committee fulfills its mandate and duties effectively.

Each member of the Committee shall continue to be a member until a successor is appointed, unless the member resigns, is removed or ceases to be a director. The Board may fill a vacancy which occurs in the Committee at any time.

Meetings

The Chairman of the Committee, in consultation with the Committee members, shall determine the schedule and frequency of the Committee meetings provided that the Committee will meet at least four (4) times in each fiscal year and at least once in every fiscal quarter. The Committee shall have the authority to convene additional meetings as circumstances require. A schedule for each of the meetings will be disseminated to the Committee members prior to the start of each fiscal year. A detailed agenda for each meeting will be disseminated to the Committee members as far in advance of each meeting as is practicable.

The Committee shall meet separately, periodically, with management, counsel and the external auditors. The Committee shall meet separately with the external auditors at every meeting of the Committee at which external auditors are present.

¹ National Instrument 52-110, Sections 1.4 and 1.6

G-1

Responsibilities

The Committee is mandated to carry out the following responsibilities:

A. External Auditors

Subject to applicable law, the Committee shall be responsible for the appointment, compensation, oversight and termination of the external auditor. The external auditor shall report directly to the Committee and shall be accountable to the Board and the Committee as representatives of the shareholders.
The Committee shall pre-approve all non-audit mandates for services the external auditor shall undertake.
The Committee shall satisfy itself, on behalf of the Board, that the external auditor is independent of management. In assessing such independence, the Committee shall discuss with the external auditors, and may require a letter from the external auditor outlining, any relationships between the external auditors and the Corporation or its affiliates.
The Committee shall review the audit plan of the external auditors, the integration of the external audit with the internal control program, and the results of the audit, which shall include reviewing the external auditor's letter to management and management's response thereto and other material written communications between management and the external auditors.
The Committee shall satisfy itself, annually or more frequently as the Committee considers appropriate, as to the external auditors' internal quality control procedures and any material issues raised by the most recent internal quality control review, or peer review, of the external auditor, or by any public enquiry, review, or investigation by governmental, professional or other regulatory authorities.
The Committee shall periodically review and discuss with management and the external auditors the quality and acceptability of the Corporation's accounting policies and practices, the materiality levels which the external auditors propose to employ, any significant changes in the accounting policies and any proposed changes in accounting or financial reporting that may have a significant impact on the Corporation.
The Committee shall discuss with management and the external auditors all alternative treatments of financial information within International Financial Reporting Standards ("IFRS") accounting principles that have been discussed with management by the external auditors, the ramifications of these alternative treatments and the treatment preferred by the external auditors.

B. Financial Information

The Committee shall discuss with management and the external auditors whether the audited annual financial statements present fairly (in accordance with IFRS) in all material respects the financial condition, results of operations and cash flows of the Corporation as of and for the periods presented and, where appropriate, recommend for approval to the Board, the annual audited financial statements of the Corporation.
The Committee shall discuss with management and the external auditors whether the unaudited quarterly financial statements present fairly (in accordance with IFRS) in all material respects the financial condition, results of operations and cash flows of the

G-2

Corporation as of and for the periods presented and, where appropriate, recommend for approval to the Board, the unaudited quarterly financial statements of the Corporation.

The Committee shall review the Annual Report to Shareholders and other financial information (including the annual and quarterly Management's Discussion and Analysis of Financial Condition and Results of Operations, the Annual Information Form and any prospectus or offering circular) prepared by the Corporation with management and, where appropriate, recommend for approval to the Board and recommend for filing with regulatory bodies.
The Committee shall review any news releases and reports to be issued by the Corporation containing earnings guidance or financial information for research, analysts and rating agencies. The Committee shall also review the Corporation's policies relating to financial disclosure and the release of earnings guidance and the Corporation's compliance with financial disclosure rules and regulations.

The Committee shall discuss with management and the external auditors important trends and developments in financial reporting practices and requirements and their effect on the Corporation's financial statements.

C. Internal Control

The Committee shall oversee the adequacy and effectiveness of the Corporation's internal control systems, through discussions with the Corporation's external auditors and management and shall report to the Board on an annual basis.

D. Risk Management

The Committee shall review with management the principal risks facing the Corporation, and the policies, processes and procedures for management's monitoring and managing of such risks or exposures. If necessary, the Committee will mandate, monitor and evaluate the steps management has taken to monitor and manage such exposures, including insuring against such risks, where appropriate.

E. Compliance with Legal and Regulatory Requirements

The Committee shall review with management and any internal or external counsel as the Committee considers appropriate, any legal matters (including the status of pending litigation) that may have a material impact on the Corporation and any material reports or inquiries from regulatory or governmental agencies.
The Committee shall review with counsel the adequacy and effectiveness of the Corporation's procedures to ensure compliance with the legal and regulatory responsibilities.

F. Other

The Committee shall also perform such other activities related to this Charter as requested by the Board.
The Committee shall review and assess the adequacy of this Charter annually and shall submit any proposed changes to the Board for approval.
The Committee may delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate.

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G-4

Reporting

The Committee shall report its deliberations and discussions regularly to the Board and shall submit to the Board the minutes of its meetings.

Resources

The Committee shall have the authority, in its sole discretion, to retain independent legal, accounting and other consultants to advise the Committee at the expense of the Corporation. The Committee shall be provided with the necessary funding to compensate the external auditors and any other advisors they engage.

The Committee may request any officer or employee of the Corporation or the Corporation's external counsel or external auditors to attend a meeting of the Committee or to meet with any member of, or consultants to, the Committee. The Committee shall have full access to all of the Corporation's books, records, facilities and personnel.

Complaints Procedure

Any director, officer or employee who has any concern or complaints regarding accounting, internal control or auditing matters or any potential violations of law or regulatory provisions may make an anonymous submission to any member of the Committee. The Committee shall establish procedures for the review and resolution of such complaints.

Limitation on the Oversight Role of the Committee

Nothing in this Charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all members of the Board are subject. Each member of the Committee shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Corporation from whom he or she receives financial and other information, and the accuracy of the information provided to the Corporation by such persons or organizations.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation's financial statements and disclosures are complete and accurate and in accordance with IFRS and applicable rules and regulations. These are the responsibility of management and the external auditors.

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Lorne Park Capital Partners Inc. — Proxy Solicitation & Information Statement 2025

47168_rns_2025-07-21_0ca8fc15-d56e-4131-9d8e-7156654c6b07.pdf

LORNE PARK

RECOMMENDATION TO SHAREHOLDERS

The Arrangement

Recommendation of the Board

LORNE PARK CAPITAL PARTNERS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

LORNE PARK CAPITAL PARTNERS INC. MANAGEMENT INFORMATION CIRCULAR

CAUTIONARY STATEMENTS

FORWARD-LOOKING INFORMATION AND STATEMENTS

NOTICE TO SHAREHOLDERS OUTSIDE CANADA

NOTICE TO UNITED STATES SHAREHOLDERS

KEY AGREEMENTS RELATING TO THE ARRANGEMENT ... 56

CERTAIN LEGAL MATTERS ... 74

RISK FACTORS ... 78

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... 81

DISSENTING SHAREHOLDERS' RIGHTS ... 85

INFORMATION CONCERNING THE PURCHASER PARTIES ... 87

INFORMATION CONCERNING THE CORPORATION ... 88

DEPOSITARY, TRANSFER AGENT AND REGISTRAR ... 93

LEGAL MATTERS ... 93

AUDITOR ... 93

ADDITIONAL INFORMATION ... 93

QUESTIONS AND FURTHER ASSISTANCE ... 94

SUMMARY

Meeting and Record Date

Summary of the Arrangement

Parties

The Corporation

The Purchaser

Sagard

Agreements with Rollover Shareholders, Directors and Officers of the Corporation

Background to the Arrangement

Recommendation of the Special Committee and the Board

Arrangement Agreement

Required Shareholders' Approval

Fairness Opinion

Implementation of the Arrangement

Certain Canadian Federal Income Tax Considerations

Other Tax Considerations

Dissent Rights

Depositary, Transfer Agent and Registrar

Stock Exchange Delisting and Reporting Issuer Status

Risk Factors

FREQUENTLY ASKED QUESTIONS

About the Meeting

Why did I receive this package of information?

Who is soliciting my proxy?

When and where is the Meeting?

Am I a registered or non-registered Shareholder?

How do I vote?

How do I appoint someone else to go to the Meeting and vote my Common Shares for me?

How will my Common Shares be voted if I vote by Proxy?

Is there a deadline for my proxy to be received?

What if there are amendments or if other matters are brought before the Meeting?

What if I change my mind?

How are proxies solicited?

Am I entitled to Dissent Rights?

About the Arrangement

What is a plan of arrangement?

I own Common Shares. What will I receive in the Arrangement if it is approved?

What premium does the Consideration offered for the Common Shares represent?

When will the Arrangement be completed?

What approvals are required for the Arrangement to be completed?

INFORMATION CONCERNING THE MEETING AND VOTING

Purpose of the Meeting

Date, Time and Place of Meeting

Solicitation of Proxies

Appointment of Proxyholders

Revocation of Proxies

How to Participate in the Meeting

Voting

How to Vote your Common Shares

Registered Shareholders

Beneficial Shareholders

Questions at the Meeting

Principal Shareholders

Other Business

Lorne Park Capital Partners Inc. Proxy Solicitation & Information Statement 2025