Vertex Resource Group Ltd. — Management Reports 2026

May 14, 2026

Vertex Resource Group Ltd.
Management's Discussion and Analysis
For the three months ended March 31, 2026, and 2025
VERTEX

The following Management's Discussion and Analysis ("MD&A") is dated May 13, 2026, and is a discussion of the consolidated financial position and results of Vertex Resource Group Ltd. ("Vertex" or the "Company") for the three months ended March 31, 2026 and 2025, and should be read together with Vertex's unaudited condensed consolidated interim financial statements and accompanying notes (the "Interim Financial Statements") for the three months ended March 31, 2026, the annual audited consolidated financial statements and accompanying notes (the "Annual Financial Statements") for the year ended December 31, 2025 and the Company's Annual Information Form ("AIF") for the same year filed on the Company's SEDAR+ profile at www.sedarplus.ca. All dollar amounts contained in tables in this MD&A are in thousands of Canadian dollars, except per share amounts or unless otherwise stated.

This MD&A and the Interim Financial Statements and 2025 comparative information have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standard Board ("IASB"), which are also Generally Accepted Accounting Principles ("GAAP") for publicly accountable enterprises in Canada. This MD&A contains forward looking information and reference should be made to "Forward-Looking Information".

Highlights

	Three months ended
	March 31,
(in thousands of Canadian Dollars)	2026	2025
Gross revenue	57,142	56,502
Less flow through subcontractor costs	8,037	5,380
Net revenue	49,105	51,122
Profit margin	11,118	10,717
Profit margin %	23%	21%
Adjusted EBITDA¹	5,914	5,221
Adjusted EBITDA %¹	12%	10%
Free cash flow¹	2,331	1,529
Adjusted EBITDA per share, basic and diluted¹	0.05	0.05
Loss per share, basic and diluted	(0.01)	(0.02)

Adjusted EBITDA¹ ($ millions)

1 See "Non-IFRS Financial Measures" page 11

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Vertex Resource Group Ltd.
Management's Discussion and Analysis
For the three months ended March 31, 2026, and 2025
VERTEX

First Quarter Operational and Financial Highlights

In the first quarter of 2026, Vertex delivered Adjusted EBITDA¹ growth in both reportable segments alongside meaningful margin expansion, demonstrating the resilience of its diversified service offering. Environmental Consulting led the way with net revenue growth of 5% and segment Adjusted EBITDA¹ growth of 15%, reflecting strong underlying demand and successful execution on a large mining project in the quarter. Environmental Services delivered segment Adjusted EBITDA¹ growth of 9%, supported by disciplined operational execution. Together, these results position the Company well to navigate near-term uncertainty while continuing to deliver reliable, high-quality services across its core markets.

First quarter highlights

• Profit margin improved to 22.6% of net revenue, up from 21.0% in Q1 2025.
• Adjusted EBITDA¹ increased 13% year-over-year to $5.9 million, with both Environmental Consulting and Environmental Services delivering segment-level Adjusted EBITDA¹ growth.
• G&A expenses decreased 5% and finance costs decreased 13% year-over-year, reflecting ongoing cost discipline and lower debt levels.
• Environmental Consulting net revenue grew 5% on expanded service offerings.
• Repaid loans and borrowings and lease liabilities by $4.0 million during the quarter, continuing the Company's focus on debt reduction.

Executive Overview

Vertex is a TSX Venture Exchange publicly traded environmental services company providing industry leading solutions to a diverse range of clients across Canada and within select regions of the United States. Vertex helps its clients achieve their developmental and operational goals through a versatile suite of integrated services. From initial site selection, consultation, and regulatory approval, through the construction, operation and maintenance phases, to conclusion and environmental cleanup, Vertex offers services throughout the life cycle of its clients' projects. The Company services a wide array of high-quality customers operating in numerous industries, and Vertex trades under the symbol "VTX".

The Company has two reportable segments:

Environmental Consulting

Through Vertex's Environmental Consulting segment, the Company provides a variety of services related to assisting its clients to meet internal environmental standards, environmental legislation, and related environmental compliance requirements. These services span multiple industries including energy, mining, utilities, forestry, private development, public infrastructure, telecommunications, and government. More specifically, these services include advisory services related to new capital expenditure and asset development, environmental consulting and monitoring on existing assets, emission management solutions, sub-surface engineering, facility engineering, asset retirement and land reclamation services.

Environmental Services

Through Vertex's Environmental Services segment, the Company provides a variety of services related to transportation, removal, storage, disposal of materials, and maintenance of facilities in an environmentally safe manner. Services include fluid management and logistics, waste and recycling, industrial cleaning and maintenance, and hydro-excavating for various industries including energy, telecommunications, public sector, utilities, mining, and agriculture.

See "Non-IFRS Financial Measures" page 11

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Vertex Resource Group Ltd.
Management's Discussion and Analysis
For the three months ended March 31, 2026, and 2025
VERTEX

Result of Operations

	Three months ended March 31,
	2026	2025
Gross revenue	57,142	56,502
Less flow through subcontractor costs	8,037	5,380
Net revenue	49,105	51,122
Direct costs	37,987	40,405
Profit margin	11,118	10,717
General and administrative expenses	5,204	5,496
Depreciation and amortization	5,860	6,057
Finance costs	1,947	2,248
Share-based compensation	-	18
Loss before income taxes	(1,893)	(3,102)
Income tax recovery	(445)	(729)
Net loss for the period	(1,448)	(2,373)
Other comprehensive loss
Foreign currency translation adjustment, net of tax	154	-
Total comprehensive loss for the period	(1,294)	(2,373)
Loss per share
Basic and diluted	(0.01)	(0.02)
ADJUSTED EBITDA^{1}
Environmental Consulting	2,181	1,890
Environmental Services	5,989	5,502
Corporate	(2,256)	(2,171)
	5,914	5,221

Outlook

Market conditions entering the second quarter of 2026 remain broadly consistent with the first quarter. The conflict in the Middle East has driven energy prices higher in the short-term and in the current environment it is difficult to determine how long the effects of the conflict will be felt. While commodity prices have strengthened, customers continue to prioritize price stability and visibility before advancing incremental capital programs. Near-term activity remains closely tied to ongoing production, maintenance, and regulatory requirements, supporting a consistent base level of demand across the Company's core service lines.

Against this backdrop, Vertex continues to benefit from the stability of its diversified service offering, as reflected in Q1 2026 results. Environmental Consulting activity remains strong, supported by regulatory requirements, ongoing project work, and increasing complexity across client mandates. Environmental Services activity has been more moderate, though demand tied to production support and maintenance programs has held up, reinforcing a steady underlying level of activity across the business.

Looking further ahead, the operating environment continues to be supported by a broad set of large-scale energy and industrial developments across Canada, including LNG expansion on the West Coast, mining in Alberta, Saskatchewan and Ontario, and infrastructure and utility projects in Ontario. Many of these projects are currently progressing through planning, permitting and early-stage development, with activity expected to build gradually toward execution. As they advance, these projects are expected to contribute more meaningfully to industry activity beginning in 2027 and beyond, providing longer-term support for demand across both segments and improving visibility on future workload.

1 See "Non-IFRS Financial Measures" page 11

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Vertex Resource Group Ltd.
Management's Discussion and Analysis
For the three months ended March 31, 2026, and 2025
VERTEX

Results from Operations

Gross and net revenue

	Three months ended March 31,		Variance
	2026	2025	$	%
Environmental Consulting	20,628	15,399	5,229	34.0%
Environmental Services	36,365	40,925	(4,560)	-11.1%
Corporate	149	178	(29)	-
Gross revenue	57,142	56,502	640	1.1%
	Three months ended March 31,		Variance
---	---	---	---	---
	2026	2025	$	%
Environmental Consulting	15,995	15,243	752	4.9%
Environmental Services	33,581	36,043	(2,462)	-6.8%
Corporate	(471)	(164)	(307)	-
Net revenue	49,105	51,122	(2,017)	-3.9%

Gross revenue for the three months ended March 31, 2026, increased by $0.6 million, or 1.1%, compared to the prior year, while net revenue decreased by $2.0 million, or 3.9%.

Environmental Consulting segment gross revenue increased 34.0% year-over-year, reflecting higher activity levels, including a large mining project in the quarter that incorporated a higher proportion of flow-through subcontractor costs. Net revenue for the segment increased by 4.9%, consistent with increased demand for services and continued strength across client

Environmental Services segment gross revenue declined 11.1% compared to the prior year, in part due to lower flow-through subcontractor activity in 2026. Net revenue decreased by 6.8%, consistent with this moderation in demand across the segment.

Profit Margin

	Three months ended March 31,		Variance
	2026	2025	$	%
Profit margin	11,118	10,717	401	3.7%
Profit margin as a % of net revenue	22.6%	21.0%	1.6%	7.8%

Profit margin for the three months ended March 31, 2026 increased by $0.4 million, or 3.7%, to $11.1 million, compared to $10.7 million in the prior year period. Profit margin as a percentage of net revenue improved to 22.6% from 21.0%.

The improvement in margin was driven by strong execution across both segments and a favourable mix of work, including higher-value consulting activity during the quarter. These factors more than offset the impact of lower activity levels within the Environmental Services segment, resulting in overall margin expansion year-over-year.

1 See "Non-IFRS Financial Measures" page 11

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Vertex Resource Group Ltd.
Management's Discussion and Analysis
For the three months ended March 31, 2026, and 2025
VERTEX

General and Administrative Expenses (G&A)

	Three months ended March 31,		Variance
	2026	2025	$	%
G&A	5,204	5,496	(292)	-5.3%
G&A as a % of net revenue	10.6%	10.8%	-0.2%	-1.4%

G&A decreased by $0.3 million due to lower headcount and facility costs. G&A as a % of net revenue was consistent year over year.

Other Items

	Three months ended March 31,		Variance
	2026	2025	$	%
Depreciation and amortization	5,860	6,057	(197)	-3.3%
Finance costs	1,947	2,248	(301)	-13.4%
Share-based compensation	-	18	(18)	-100.0%
Total	7,807	8,323	(516)	-6.2%

Finance costs of $1.9 million in the quarter reflect a lower level of debt relative to Q1 2025.

Net Loss for the Period

	Three months ended March 31,		Variance
	2026	2025	$	%
Net loss for the period	(1,448)	(2,373)	925	39.0%

Net loss for the period was $1.4 million, a year-over-year change of $0.9 million compared to Q1 2025. Higher profit margins flowed through to the bottom line alongside reductions in general and administrative expenses and other items.

Summary of Quarterly Results

| Quarters Ended
(\$000 except per share amounts) | 2025 | | | 2026 |
| --- | --- | --- | --- | --- |
| | Q2 | Q3 | Q4 | Q1 |
| Gross revenue | 54,160 | 54,047 | 54,830 | 57,142 |
| Net revenue | 50,230 | 50,440 | 51,355 | 49,105 |
| Net loss | (3,254) | (1,170) | (6,517) | (1,448) |
| Basic and diluted loss per share | (0.03) | (0.01) | (0.06) | (0.01) |
| Adjusted EBITDA¹ | 6,371 | 7,180 | 5,356 | 5,914 |
| Quarters Ended
(\$000 except per share amounts) | 2024 | | | 2025 |
| --- | --- | --- | --- | --- |
| | Q2 | Q3 | Q4 | Q1 |
| Gross revenue | 57,159 | 62,405 | 52,888 | 56,502 |
| Net revenue | 56,699 | 62,279 | 52,480 | 51,122 |
| Net income (loss) | 563 | 1,513 | (6,839) | (2,373) |
| Basic and diluted income (loss) per share | 0.00 | 0.02 | (0.06) | (0.02) |
| Adjusted EBITDA¹ | 10,047 | 11,924 | 7,018 | 5,221 |

¹ See "Non-IFRS Financial Measures" page 11

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Vertex Resource Group Ltd.
Management's Discussion and Analysis
For the three months ended March 31, 2026, and 2025
VERTEX

Liquidity and Capital Management

The following table sets forth the Company's cash flow by activity for the following periods:

	Three months ended
	March 31, 2026	March 31, 2025
Cash provided by operating activities	8,390	4,774
Cash used in investing activities	(2,325)	(517)
Cash used in financing activities	(5,563)	(6,857)
	502	(2,600)

The Company expects to generate sufficient cash flows from operations and continues to access its credit facilities to meet contractual obligations, planned expenditures, and growth initiatives as they are required. At March 31, 2026 the Company has $23.4 million of available committed operating loans ($8.4 million) and equipment lease lines ($15.0 million).

Cash Provided by Operating Activities

Cash provided by operating activities was $8.4 million, an increase of $3.6 million compared to Q1 2025 due to increased activity over Q4 2025.

Cash Used in Investing Activities

Cash used in investing activities was $2.3 million during the quarter, a decrease of $1.8 million due to a slight increase of capital expenditures and lower disposal proceeds in Q1 2026 compared to Q1 2025.

Cash Used in Financing Activities

Cash used in financing activities was $5.6 million as new loans and borrowings in the quarter was more than in Q1 2025.

Adjusted Working Capital

	March 31, 2026	December 31, 2025
Current assets	62,939	58,539
Current liabilities (excluding current portion of loans and	45,019	39,756
Adjusted Working Capital^{1}	17,920	18,783

Adjusted working capital at March 31, 2026, was $17.9 million, consistent with $18.8 million at the end of Q4 2025.

Credit Facilities

	March 31, 2026	December 31, 2025
Revolving and operating loans:
Committed revolving and operating facilities	45,000	45,000
Drawn on revolving and operating facilities	36,604	34,417
Available revolving and operating facilities	8,396	10,583

Debt as of March 31, 2026, consisted of the items noted in Commitments and Contingencies.

1 See "Non-IFRS Financial Measures" page 11

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Vertex Resource Group Ltd.
Management's Discussion and Analysis
For the three months ended March 31, 2026, and 2025
VERTEX

Debt Covenants

As of March 31, 2026, the Company complied with the terms and covenants of its Credit Facilities. Certain adjustments, as approved by the syndicate of lenders, are made to Adjusted EBITDA¹ to derive Bank EBITDA¹, which amounted to $27.3 million for the trailing twelve months ending March 31, 2026.

Commitments and Contingencies

As part of the Company's normal operations, it often enters into contracts, such as leases and purchase contracts, which obligate the Company to make disbursements in the future. Contractual maturities for financial liabilities on an undiscounted basis, including interest and principal at March 31, 2026 are as follows:

Due Within	Accounts payable and accrued liabilities²	Loans and borrowings	Debenture	Lease liabilities	Total
One year	44,195	12,942	1,500	8,372	67,009
Two years	-	54,273	1,500	7,035	62,808
Three years	-	1,069	16,375	5,434	22,878
Four years	-	100	-	3,609	3,709
Five years	-	-	-	1,392	1,392
Thereafter	-	-	-	447	447
	44,195	68,384	19,375	26,289	158,243

² Accounts payable and accrued liabilities includes bank indebtedness

Legal Claims

In the ordinary course of business activities, the Company may be contingently liable for litigation and claims with customers, suppliers and other third parties. Management believes that adequate provisions have been made for potential claims in the Company's accounts. Although it is not possible to estimate the extent of potential costs and losses, if any, management believes, but can provide no assurance, that the ultimate resolution of such contingencies would not have a material adverse effect on the consolidated financial position of the Company.

Off-Balance Sheet Arrangements

As at March 31, 2026, the Company did not have any off-balance sheet arrangements.

Capital Expenditures

The Company's net capital expenditures were $1.5 million in the first quarter, up from $0.5 million in the same quarter of 2025 as the Company undertakes to retire aging property and equipment and replace them on a systematic basis.

The 2026 net capital expenditures are expected to be in the range of $5.0 million to $7.0 million. The maintenance and growth capital expenditures are not committed or required if factors related to economics, industry, and customer spending plans change.

Credit Risk

The Company's gross and net revenues are from a diverse customer base that includes the energy, telecommunications, public sector, real estate, utility, and mining industries in Canada and certain markets in the United States. The Company believes that there is no unusual exposure associated with the collection of accounts receivable outside of the normal risk associated with contract audits and normal trade terms common in the industry. The Company performs regular credit assessments of its customers and provides allowances for potentially uncollectible accounts receivable. For the quarter ended March 31, 2026, the Company had two customers that accounted for 14.5% and 12.5% of the consolidated sales, respectively (2025 – one customer – 11.8%).

¹ See "Non-IFRS Financial Measures" page 11

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Vertex Resource Group Ltd.
Management's Discussion and Analysis
For the three months ended March 31, 2026, and 2025
VERTEX

Outstanding Share Data

As of the date of this MD&A, the Company had 112,026,890 common shares outstanding. As of the same date, the Company had outstanding 3,840,000 stock options to purchase common shares.

Transactions with Related Parties

All related party transactions are in the normal course of business and are on terms that are similar to those that would be adopted if the parties were dealing at arm's length. Related party transactions include transactions with private companies that are controlled by a director or officer.

Lease liabilities include $0.1 million (2025 - $0.6 million) relating to a facility lease with an officer of the company. Principal payments for these unsecured lease liabilities and associated interest accretion for the quarter ended March 31, 2026, were $0.1 million (2025 - $0.1 million).

Critical Accounting Judgments, Estimates and Accounting Policy Developments

Critical Judgments and Estimates in Applying the Company's Accounting Policies

The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities at the date of the consolidated financial statements, the reported amounts of revenues and expenses during the reporting period, as well as the disclosures of contingent assets and liabilities. Accordingly, actual results could differ from these estimates and judgments.

The Company has:

• continuously refined and documented its management and internal reporting systems to ensure that accurate and timely internal and external information is gathered and disseminated. Management also regularly evaluates these estimates and assumptions, which are based on past experience and other factors that are deemed reasonable under the circumstances; and
• hired employees and consultants who have the skills required to make such estimates and ensure that employees or departments with the most knowledge of the activity are responsible for the estimates. Furthermore, past estimates are reviewed and compared to actual results, and actual results are compared to budgets in order to make more informed decisions on future estimates.

The Company's summary of material accounting policies, estimates and critical judgements are contained in notes 3 & 4 to the Annual Financial Statements.

Changes in Accounting Policies

The Company has reviewed new and revised standards and interpretation that have been approved by the IASB. There has been no material impact on the Company's Interim Financial Statements as a result of these amendments.

Future Accounting Standard Pronouncements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements which will replace IAS 1 Presentation of Financial Statements. The new standard will establish a revised structure for the consolidated statements of comprehensive income and improve comparability across entities and reporting periods. IFRS 18 is effective for annual periods beginning on or after January 1, 2027. The standard will be applied retroactively, with certain transition provisions. The Company is currently evaluating the impact of adopting IFRS 18 on the consolidated financial statements.

1 See "Non-IFRS Financial Measures" page 11

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Vertex Resource Group Ltd.
Management's Discussion and Analysis
For the three months ended March 31, 2026, and 2025
VERTEX

Financial Instruments

The Company considers managing risk as being an integral part of its development and diversification strategies. The Company uses a proactive and rigorous approach for management of the financial risks to which it is exposed.

The Company does not enter into financial instrument agreements, including derivative financial instruments, for speculative purposes.

The Company's most significant financial risk exposure and its financial risk management policies are discussed in Note 24 to the Annual Financial Statements.

Non-IFRS Financial Measures

This release includes certain terms or performance measures that are not defined under International Financial Reporting Standards ("IFRS"), including "Adjusted EBITDA". The data presented is intended to provide additional information that should not be considered in isolation or as a substitute measure of performance prepared in accordance with IFRS. The non-IFRS measures should be read in conjunction with the Company's financial statements and accompanying notes.

"Adjusted EBITDA"

• is a non-IFRS financial measure which is calculated by adjusting net income (loss) for the sum of income taxes, finance costs including interest accretion on lease liabilities, depreciation of property and equipment and right of use assets, amortization of intangible assets, share-based compensation, restructuring costs and impairment. The Company uses Adjusted EBITDA as an indicator of its principal business activities operational performance prior to consideration of how its activities are financed and the impact of taxation, non-cash depreciation and amortization, restructuring costs and other non-cash expenses such as impairments required under IFRS. Adjusted EBITDA does not have a standardized meaning prescribed by IFRS and is not necessarily comparable to similar measures provided by other companies. Adjusted EBITDA is used by many analysts as an important analytical tool and the management of Vertex believes it is useful for providing readers with additional clarity on Vertex's operational performance. This measure is also considered important by the Company's lenders in determining compliance by the Company with the financial covenants under its

	Three months ended March 31,
	2026	2025
Net loss for the period	(1,448)	(2,373)
Add:
Depreciation and amortization	5,860	6,057
Finance costs	1,947	2,248
Share-based compensation	-	18
Income tax recovery	(445)	(729)
Adjusted EBITDA	5,914	5,221

1 See "Non-IFRS Financial Measures" page 11

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Vertex Resource Group Ltd.
Management's Discussion and Analysis
For the three months ended March 31, 2026, and 2025
VERTEX

"Free cash flow"

• is a non-IFRS financial measure. The most directly comparable GAAP measure for free cash flow is cash flow from operating activities. A summary of the reconciliation of cash flow from operating activities to free cash flow is set forth in the table below. Management uses the term "free cash flow" for its own performance measure and to provide shareholders and potential investors with a measurement of the Company's efficiency and its ability to generate the cash necessary to fund its future growth expenditures, to repay debt and provide shareholder returns.

	Three months ended
	March 31,
	2026	2025
Cash provided by operating activities	8,390	4,774
Changes in non-cash operating working capital items	(2,400)	615
Maintenance capex	(1,518)	(1,986)
Cash interest	(1,502)	(1,701)
Depreciation of right of use assets - real property	(831)	(988)
Proceeds from disposal of property and equipment	192	815
Free cash flow	2,331	1,529

"Adjusted working capital"

• is a non-IFRS financial measure which is calculated by reducing current liabilities by the current portion of loans and

	March 31, 2026	December 31, 2025
Current assets	62,939	58,539
Current liabilities, less	62,382	58,997
Current portion of loans and borrowings	(9,334)	(10,403)
Current portion of lease liabilities	(8,029)	(8,838)
Current liabilities (excluding current portion of loans and borrowings and lease liabilities)	45,019	39,756
Adjusted working capital	17,920	18,783

"Adjusted EBITDA per share, basic and diluted"

• is a non-financial measure which is calculated by dividing adjusted EBITDA by the weighted average shares outstanding – basic and diluted.

1 See "Non-IFRS Financial Measures" page 11

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Vertex Resource Group Ltd.
Management's Discussion and Analysis
For the three months ended March 31, 2026, and 2025
VERTEX

Forward-Looking Information

This MD&A contains forward-looking statements and information ("forward-looking statements") within the meaning of applicable Canadian securities laws. The forward-looking statements contained in this MD&A are based on the expectations, estimates and projections of management of Vertex as of the date of this MD&A unless otherwise stated. The use of any of the words "believe", "expect", "anticipate", "contemplate", "target", "plan", "outlook", "potential", "estimated", "intends", "continue", "may", "will", "should" and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this MD&A contains forward-looking statements concerning anticipated financial performance; the outlook for 2026; the Company's ability to grow profitably; sufficiency of working capital; and with respect to Vertex's ability to meet evolving customer demands.

Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Investors are cautioned that forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks associated with the industries in which Vertex operates in general, such as:

• Ability to access sufficient capital from internal and external sources
• Ability to market to new customers
• Ability to obtain equipment in a timely and cost-efficient manner
• Ability to secure work
• Adjustments and cancellations of backlog
• Changes in legislation, including but not limited to tax laws and environmental regulations
• Collection of recognized revenue
• Commodity price, interest rate and exchange rate fluctuations
• Competition, ethics, and reputational risks
• Compliance with environmental laws risks
• Cyber-security risks
• Economy and cyclicality
• Geopolitical risks

• Global pandemics

• Health, safety and environmental risks

• Industry and inherent project delivery risks
• Insurance risk
• Joint venture risk
• Labour matters
• Litigation risk
• Loss of key management; ability to hire and retain qualified and capable personnel
• Maintaining safe worksites
• Operational risks
• Potential for non-payment and credit risk and ongoing financing availability
• Third party credit risk
• Unforeseen weather conditions
• Unanticipated shutdowns, work stoppages, and lockouts
• Volatility of market trading

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of the parties, and the combined company are included in reports on file with applicable securities regulatory authorities, including but not limited to: Annual Information Form for the year ended December 31, 2025, which may be accessed on Vertex's SEDAR+ profile at www.sedarplus.ca.

The forward-looking statements contained in this MD&A are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as, and to the extent required by applicable securities laws.

1 See "Non-IFRS Financial Measures" page 11