Annual Information Form > (5902c41e 5978 44dd a132 c02b6aab49b9BDI AIF (YE 2025) Filing Draft (Feb 26, 2026))

for the year ended December 31, 2025

2

GLOSSARY OF TERMS 1

CONVENTIONS 3

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 3

CORPORATE STRUCTURE 6

GENERAL DEVELOPMENT OF THE BUSINESS 9

DESCRIPTION OF THE BUSINESS 11

RISK FACTORS 21

DESCRIPTION OF CAPITAL STRUCTURE 29

DIVIDENDS 30

MARKET FOR SECURITIES 31

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER 31

DIRECTORS AND EXECUTIVE OFFICERS 32

LEGAL PROCEEDINGS AND REGULATORY ACTIONS 35

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 35

TRANSFER AGENT AND REGISTRAR 35

MATERIAL CONTRACTS 35

INTERESTS OF EXPERTS 35

AUDIT COMMITTEE INFORMATION 36

ADDITIONAL INFORMATION 38

In this Annual Information Form, the following terms shall have the meanings set forth below, unless otherwise indicated.

"2023 NCIB" has the meaning ascribed thereto under the heading "General Development of the Business - Three Year History

• Year Ended December 31, 2023";

  "2024 NCIB" has the meaning ascribed thereto under the heading "General Development of the Business - Three Year History

• Year Ended December 31, 2024";

  "2025 NCIB" has the meaning ascribed thereto under the heading "General Development of the Business - Three Year History

• Year Ended December 31, 2025";

"ABCA" means the Business Corporations Act (Alberta), together with any or all regulations promulgated thereunder, as amended from time to time;

"Amended Rights Plan" means the amended and restated shareholder protection rights plan of Black Diamond having the terms set forth in the amended and restated shareholder protection rights plan agreement entered into between Black Diamond and Odyssey Trust Company, as rights agent, and as described under "Description of Capital Structure - Shareholder Protection Rights Plan";

"Annual Information Form" means this annual information form;

"ASPP" has the meaning ascribed thereto under the heading "General Development of the Business - Year Ended December 31, 2025";

"BCRC LP" means Bigstone Cree Royal Camp Services Limited Partnership, a limited partnership established under the laws of the Province of Alberta;

"BDI" means Black Diamond Group Inc., a corporation incorporated pursuant to the ABCA, which is a direct wholly owned subsidiary of the Corporation;

"Black Diamond", the "Corporation", "we" or "our" means Black Diamond Group Limited, a corporation incorporated pursuant to the ABCA and, unless the context otherwise requires, includes the Corporation's subsidiaries (including Black Diamond LP, BOXX Modular LP, Black Diamond Lodging Inc., C.L. Martin, Black Diamond Dene LP, Black Diamond West Moberly LP, Black Diamond Nehiyawak LP, Whitecap Black Diamond LP, LodgeLink, BOXX Modular, Black Diamond Energy Services Inc., Black Diamond Modular Buildings Pty Ltd, Royal, Summit, the Summit Subsidiaries, PDRC LP, BCRC LP and KSC LP) and the Corporation's business units. References to Black Diamond for the period prior to December 31, 2009 refer to the Fund;

"Black Diamond Dene LP" means Black Diamond Dene Limited Partnership, a limited partnership established under the laws of the Province of British Columbia;

"Black Diamond LP" means Black Diamond Limited Partnership, a limited partnership established under the laws of the Province of Alberta;

"Black Diamond Nehiyawak LP" means Black Diamond Nehiyawak Limited Partnership, a limited partnership established under the laws of the Province of Alberta;

"Black Diamond West Moberly LP" means Black Diamond West Moberly Limited Partnership, a limited partnership established under the laws of the Province of British Columbia;

"Board of Directors" means the board of directors of the Corporation;

"BOXX Modular" means BOXX Modular, Inc. a corporation existing under the laws of the State of Delaware;

"BOXX Modular LP" means BOXX Modular LP, a limited partnership established under the laws of the Province of Alberta, formerly Britco BOXX Limited Partnership;

"C.L. Martin" means C.L. Martin & Co. Limited, a corporation existing under the laws of the Province of Ontario; "Code" has the meaning ascribed thereto under the heading "Description of the Business - Governance Considerations"; "Common Shares" means the common shares of the Corporation;

"Conversion" means the reorganization and restructuring of the Fund's trust structure into the Corporation pursuant to a plan of arrangement pursuant to Section 193 of the ABCA on December 31, 2009;

"Credit Facility" means the revolving operating facility of Black Diamond as amended and as described under the heading

"General Development of the Business - Three Year History - Year Ended December 31, 2025";

"Effective Date" has the meaning ascribed thereto under the heading "Description of Capital Structure - Shareholder Protection

Rights Plan";

"Fund" means Black Diamond Income Fund, an unincorporated open-ended trust established under the laws of the Province of Alberta which was reorganized and restructured into the Corporation on December 31, 2009 pursuant to the Conversion;

"KSC LP" means Kyah Summit Camp Services Limited Partnership, a limited partnership established under the laws of the Province of British Columbia;

"LodgeLink" means LodgeLink Inc., a wholly owned subsidiary of the Corporation formed under the Canada Business Corporations Act;

"Modular Space Solutions" or "MSS" means the Modular Space Solutions business unit of the Corporation effective January 1, 2018, which business unit rents and sells modular workspace equipment and associated services in North America;

"Northern Frontier" has the meaning ascribed thereto under the heading "Directors and Executive Officers - Cease Trade

Orders, Bankruptcies, Penalties or Sanctions";

"Order" has the meaning ascribed thereto under the heading "Directors and Executive Officers - Cease Trade Orders,

Bankruptcies, Penalties or Sanctions";

"Original Rights Plan" means the shareholder protection rights plan of Black Diamond having the terms set forth in the shareholder protection rights plan agreement entered into between Black Diamond and Computershare Trust Company of Canada, as rights agent, on March 4, 2015;

"PDRC" means PDRC Corporation, a corporation existing under the laws of the Province of Alberta;

"PDRC LP" means Primco Dene Royal Camp Services Limited Partnership, a limited partnership established under the laws of the Province of Alberta;

"Person" includes an individual, a body corporate, a partnership, a trust, a union, a pension fund, a government and a governmental agency;

"Preferred Shares" means preferred shares of the Corporation;

"Right" has the meaning ascribed thereto under the heading "Description of Capital Structure - Shareholder Protection Rights

Plan";

"Royal" has the meaning ascribed thereto under the heading "General Development of the Business - Three Year History -

Year Ended December 31, 2025";

"Royal Acquisition" has the meaning ascribed thereto under the heading "General Development of the Business - Three Year History - Year Ended December 31, 2025";

"Shareholders" means the holders of Common Shares from time to time;

"subsidiary" means, in relation to any Person, any body corporate, partnership, joint venture, association or other entity of which more than 50% of the total voting power of shares or units of ownership or beneficial interest entitled to vote in the election of directors (or members of a comparable governing body) is owned or controlled, directly or indirectly, by such Person;

"Summit" means Summit Catering Ltd., a corporation existing under the laws of the Province of British Columbia;

"Summit Subsidiaries" means NND Summit Camp Services Ltd., a corporation existing under the laws of the Yukon Territory, Babine Summit Catering and Logistics Inc., a corporation existing under the laws of the Province of British Columbia, Burns Lake Summit Camp Services Ltd., a corporation existing under the laws of the Province of British Columbia, and Chief Isaac Summit Camp Services Ltd., a corporation existing under the laws of the Yukon Territory;

"TSX" means the Toronto Stock Exchange;

"VAPS" means value added products and services, as further described under the heading "Description of the Business -

Business Units - Modular Space Solutions (MSS)";

"Whitecap Black Diamond LP" means Whitecap Black Diamond Limited Partnership, a limited partnership established under the laws of the Province of Saskatchewan; and

"Workforce Solutions" or "WFS" means the Workforce Solutions business unit of the Corporation effective January 1, 2018, which rents and sells remote workforce accommodations, modular workspace solutions and ancillary equipment and provides associated services in Canada, the Unites States and Australia.

The Fund completed the Conversion on December 31, 2009, consequently, references to Black Diamond for the period prior to December 31, 2009 refer to the Fund.

Unless otherwise indicated, all dollar amounts set forth in this Annual Information Form are in Canadian dollars.

Unless otherwise specified, information in this Annual Information Form is as at the end of Black Diamond's most recently completed financial year, being December 31, 2025.

Certain statements included in this Annual Information Form are forward-looking statements. These statements relate to future events or the Corporation's future performance. All statements contained herein that are not clearly historical in nature are forward-looking, and the words "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "propose", "predict", "potential", "continue", or the negative of these terms or other comparable terminology are generally intended to identify forward-looking statements. Such statements represent the Corporation's internal projections, estimates or beliefs concerning, among other things, an outlook on the estimated amounts and timing of capital expenditures, anticipated future debt levels and revenues or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. These statements are only predictions. Actual events or results may differ materially. In addition, this Annual Information Form may contain forward-looking statements attributed to third party industry sources.

Forward-looking statements included in this Annual Information Form include, but are not limited to, statements with respect to:

• the expected trend of macroeconomic conditions and their impact on the Corporation's operations;

• the economic life of the Corporation's assets;

• the Corporation's business and operations strategy;

• the Corporation's future growth and profitability;

• the Corporation's anticipated results of operations and performance;

• the Corporation's business prospects and opportunities; and

• realization of the anticipated benefits of acquisitions.

  Although the Corporation believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements because the Corporation cannot give assurance that such expectations will prove to be correct. The Corporation cannot guarantee future results, levels of activity, performance, or achievements. Moreover, the Corporation assumes no responsibility for the outcome of the forward-looking statements. Forward-looking statements are based on current expectations, estimates and projections that involve several risks and uncertainties which could cause actual results to differ materially from those anticipated by the Corporation and described in the forward-looking statements. Prospective investors should carefully consider the information contained under the heading "Risk Factors" in this Annual Information Form and all other information included in this Annual Information Form before making investment decisions regarding the Common Shares.

  The Corporation's actual results could differ materially from those anticipated in these forward-looking statements because of the risk factors set forth below and elsewhere in this Annual Information Form:

• volatility of industry conditions;

• dependence on agreements and contracts;

• competition;

• credit risk;

• information technology systems and cyber security;

• vulnerability to market changes;

• operating risks and insurance;

• weakness in industrial construction and infrastructure developments;

• weakness in natural resource industries;

• access to additional financing;

• dependence on suppliers and manufacturers;

• reliance on key personnel;

• workforce availability;

• market price of Common Shares;

• safety performance;

• expansion into new activities;

• government regulation;

• failure to realize anticipated benefits of acquisitions and dispositions;

• inflationary price pressure;

• environmental liability;

• environmental regulation of the Corporation's customers;

• environmental disasters;

• Indigenous relationships;

• dilution;

• disease outbreaks;

• variations in foreign exchange rates and interest rates;

• foreign operations;

• dependence on operating permits;

• maturity of the Credit Facility;

• management of growth;

• seasonality in certain customer markets;

• litigation;

• public procurement laws and regulations;

• potential replacement or reduced use of products and services;

• income taxes;

• conflicts of interest;

• restrictive covenants and leverage; and

• forward-looking information may prove inaccurate.

With respect to forward-looking statements contained in this Annual Information Form, the Corporation has made assumptions regarding, among other things, that: counter-parties will perform on contracts entered into with the Corporation; the Corporation will be able to obtain equity and debt financing on satisfactory terms; civil and industrial construction activity remains substantially in line with current forecasts; public education enrollment and demographic trends will be in line with current forecasts; natural resource prices, including, without limitation, oil, natural gas, coal, iron ore and other base metals and other commodities will be substantially in line with current price forecasts; the Corporation will be able to market its services successfully to current and new customers; the Corporation will be able to obtain labour and other industry services at reasonable rates; interest and foreign exchange rates will not vary materially from current levels; and existing regulatory regimes will continue without material modification. Management has included the above summary of assumptions and risks related to forward-looking statements included in this Annual Information Form to provide readers with a more complete perspective on the Corporation's future operations. Readers are cautioned that these statements may not be appropriate for other purposes.

These forward-looking statements are made as of the date of this Annual Information Form and the Corporation disclaims any intent or obligation to update publicly any forward-looking statements, whether because of new information, future events or results or otherwise, other than as required by applicable securities laws.

Black Diamond Group Limited

Head Office: Registered Office:

Suite 1000, 440 - 2nd Avenue S.W. Suite 4600, 525 - 8th Avenue S.W.

Calgary, Alberta T2P 5E9 Calgary, Alberta T2P 1G1

The Corporation was incorporated pursuant to the ABCA on October 7, 2009. On December 31, 2009, the Corporation and the Fund completed a plan of arrangement pursuant to Section 193 of the ABCA pursuant to which the Fund's trust structure was reorganized and restructured into the Corporation. On December 31, 2009, pursuant to the plan of arrangement, holders of trust units of the Fund received one Common Share for each trust unit held and the Corporation assumed all the liabilities and obligations of the Fund.

The following diagram illustrates the Corporation's principal operating subsidiaries and partnerships, their respective direct and indirect ownership and their jurisdiction of incorporation, continuance or formation, as the case may be, as at the date of this Annual Information Form.

In the fourth quarter of 2023, the Corporation completed an internal corporate structure reorganization in preparation for an enterprise resource planning system implementation. The reorganization was completed to facilitate the implementation and customization of the new enterprise resource planning system between MSS and WFS.

Black Diamond LP

Black Diamond LP is a limited partnership registered on September 13, 2006, under the Partnership Act (Alberta). BDI is the general partner of Black Diamond LP, which is a wholly owned subsidiary of the Corporation.

Black Diamond Dene LP

Black Diamond Dene LP is a limited partnership registered on October 8, 2009, under the Partnership Act (British Columbia). BDI, as general partner, and Black Diamond LP and the Fort Nelson First Nation, as limited partners, formed Black Diamond Dene LP through which BDI and the Fort Nelson First Nation work together to provide quality services to resource development as well as other commercial and industrial activity in the Fort Nelson First Nation traditional territory in northeastern British Columbia. Each of Black Diamond LP and the Fort Nelson First Nation own approximately a 50% equity interest in Black Diamond Dene LP.

Black Diamond West Moberly LP

Black Diamond West Moberly LP is a limited partnership registered on October 21, 2010, under the Partnership Act (British Columbia). BDI, as general partner, and Black Diamond LP and the West Moberly First Nations, as limited partners, formed Black Diamond West Moberly LP through which BDI and the West Moberly First Nations work together to provide quality services to resource development as well as other commercial and industrial activity in the West Moberly First Nations traditional territory located at the west end of Moberly Lake, British Columbia, approximately 90 kilometres southwest of Fort St. John, British Columbia. Each of Black Diamond LP and the West Moberly First Nations own approximately a 50% equity interest in Black Diamond West Moberly LP.

Black Diamond Nehiyawak LP

Black Diamond Nehiyawak LP is a limited partnership registered on April 2, 2013, under the Partnership Act (Alberta). BDI, as general partner, and Black Diamond LP and the Beaver Lake Cree Nation, as limited partners, formed Black Diamond Nehiyawak LP through which BDI and the Beaver Lake Cree Nation, located near Lac La Biche, Alberta, work together to provide quality services to resource development as well as other commercial and industrial activity in the Beaver Lake Cree Nation traditional territory in northeastern Alberta. Each of Black Diamond LP and the Beaver Lake Cree Nation own approximately a 50% equity interest in Black Diamond Nehiyawak LP.

Whitecap Black Diamond LP

Whitecap Black Diamond LP is a limited partnership registered on December 2, 2014, under the Partnership Act (Saskatchewan). BDI, as general partner, and Black Diamond LP and the Whitecap Dakota First Nation, as limited partners, formed Whitecap Black Diamond LP through which BDI and Whitecap Dakota First Nation work together to provide services to resource development companies as well as other commercial and industrial activity in the Whitecap Dakota First Nation territory in central Saskatchewan. Each of Black Diamond LP and the Whitecap Dakota First Nation own approximately a 50% equity interest in Whitecap Black Diamond LP.

BOXX Modular LP

BOXX Modular LP (formerly Britco BOXX Limited Partnership) is a limited partnership registered on February 13, 2017, under the Partnership Act (Alberta). BOXX Modular GP Inc. (formerly Britco BOXX GP Ltd.) is the general partner of BOXX Modular LP, which is a wholly owned subsidiary of the Corporation.

PDRC LP

PDRC LP is a limited partnership registered on September 30, 2004, under the Partnership Act (British Columbia). PDRC, as general partner, and Royal and Primco Dene Catering Corporation, as general partner for Princo Dene Catering Limited Partnership, as limited partners, formed PDRC LP through which Royal and Primco Dene Catering Corporation, as general partner for Princo Dene Catering Limited Partnership, work together to provide camp catering services in the oil and gas industry with respect to oil and gas operations (inclusive of incidental activities thereto such as carbon capture and storage infrastructure) and to the defence industry with respect to defence and military projects in the traditional lands of the Cold Lake First Nations situated in and around North Central Alberta. Each of Royal and Primco Dene Catering Corporation, as general partner for Princo Dene Catering Limited Partnership, own approximately a 50% equity interest in PDRC LP.

BCRC LP

BCRC LP is a limited partnership registered on June 1, 2017, under the Partnership Act (Alberta). BCRC Corporation, as general partner, and Royal and Bigstone Business Trust, as limited partners, formed BCRC LP through which Royal and Bigstone Business Trust work together to provide remote camp catering services in the traditional lands of the Bigstone Cree Nation situated in Northern Alberta. Royal owns approximately a 49% equity interest in BCRC LP and Bigstone Business Trust owns approximately a 51% equity interest in BCRC LP.

KSC LP

KSC LP is a limited partnership registered on May 30, 2014, under the Partnership Act (British Columbia). Kyah Summit Camp Services Ltd., as general partner, and Summit and Kyah Development Corporation (formerly Moricetown Indian Band), as limited partners, formed KSC LP. On February 13, 2018, Kyah Development Corporation transferred its equity interest in KSC LP to Kyah Development Limited Partnership, a limited partnership of which Kyah Development Corporation is the general partner. Through KSC LP, Summit and Kyah Development Limited Partnership work together to supply camps and camp catering and management services in the traditional lands of the Witset First Nation situated in North West British Columbia between Smithers and New Hazelton, British Columbia. Summit owns approximately a 49% equity interest in KSC LP and Kyah Development Limited Partnership owns approximately a 51% equity interest in KSC LP.

The following is a summary of the significant events in the development of Black Diamond's business over the last three completed financial years.

Year Ended December 31, 2023

On March 2, 2023, the Corporation declared a first quarter dividend of $0.02 paid on or about April 15, 2023 to Shareholders of record on March 31, 2023.

The normal course issuer bid announced on March 10, 2022 (the "2022 NCIB") terminated on March 13, 2023. During the 2022 NCIB, the Corporation purchased 551,600 Common Shares at a weighted average price of approximately $3.99 per Common Share through the facilities of the TSX and alternative trading systems. All Common Shares purchased by the Corporation under the 2022 NCIB were cancelled.

On March 10, 2023, Black Diamond announced that it obtained approval from the TSX to commence a normal course issuer bid (the "2023 NCIB"). Under the 2023 NCIB, the Corporation was authorized to, over a 12-month period which commenced on March 14, 2023, purchase in the normal course through the facilities of the TSX or alternate trading systems, up to 4,395,507 Common Shares, such amount representing 10% of the public float of the Common Shares and approximately 7.3% of the 60,375,770 Common Shares issued and outstanding at the time of announcement. Subject to certain exemptions for block purchases, the maximum number of Common Shares that the Corporation could acquire on any one trading day was 12,464 Common Shares, such amount representing 25% of the average daily trading volume of the Common Shares of 49,859 for the six calendar months prior to the start of the 2023 NCIB.

On May 4, 2023, the Corporation declared a second quarter dividend of $0.02 paid on or about July 15, 2023 to Shareholders of record on June 30, 2023.

On August 3, 2023, the Corporation declared a third quarter dividend of $0.02 paid on or about October 15, 2023 to Shareholders of record on September 30, 2023.

On September 19, 2023, the Corporation expanded into the Atlantic region of Canada with the opening of a BOXX Modular branch in Moncton, New Brunswick and a Black Diamond Camps business development office.

On November 2, 2023, the Board of Directors approved an increase of 50% to Black Diamond's quarterly dividend per Common Share payout from $0.02 to $0.03. Black Diamond also declared a fourth quarter 2023 dividend on its Common Shares of $0.03 per Common Share paid on or about January 15, 2024 to Shareholders of record on December 31, 2023.

Year Ended December 31, 2024

On February 29, 2024, the Corporation declared a first quarter dividend of $0.03 paid on or about April 15, 2024 to Shareholders of record on March 31, 2024.

The 2023 NCIB terminated on March 13, 2024. During the 2023 NCIB, the Corporation purchased no Common Shares through the facilities of the TSX and alternative trading systems.

On May 8, 2024, Black Diamond announced that it obtained approval from the TSX to commence a normal course issuer bid (the "2024 NCIB"). Under the 2024 NCIB, the Corporation was authorized to, over a 12-month period which commenced on May 10, 2024, purchase in the normal course through the facilities of the TSX or alternate trading systems, up to 4,542,945 Common Shares, such amount representing 10% of the public float of the Common Shares and approximately 7.3% of the 61,981,519 Common Shares issued and outstanding at the time of announcement. Subject to certain exemptions for block purchases, the maximum number of Common Shares that the Corporation could acquire on any one trading day was 16,150 Common Shares, such amount representing 25% of the average daily trading volume of the Common Shares of 64,601 for the six calendar months prior to the start of the 2024 NCIB.

On May 2, 2024, the Corporation declared a second quarter dividend of $0.03 paid on or about July 15, 2024 to Shareholders of record on June 30, 2024.

On July 2, 2024, the Corporation announced the closing of an asset purchase of 329 space rental units, plus ancillary assets (the "Kitimat Assets") for $20.45 million in cash, funded through the Corporation's existing asset-based lending facility. The Kitimat Assets are primarily located in Kitimat, British Columbia and are well-suited to service the Corporation's broad Western Canadian Modular Space Solutions markets where the Corporation continues to see healthy demand related to construction and infrastructure. In connection with the purchase of the Kitimat Assets, the Corporation also announced an agreement with Gitxaala Enterprises Limited Partnership, the economic operating arm for the Gitxaala Nation.

On July 8, 2024, the Common Shares commenced trading on the OTCQX Best Market under the symbol "BDIMF". The Common Shares continue to be listed and trade on the TSX under the symbol "BDI".

On August 1, 2024, the Corporation declared a third quarter dividend of $0.03 paid on or about October 15, 2024 to Shareholders of record on September 30, 2024.

On October 31, 2024, the Board of Directors approved an increase of 17% to Black Diamond's quarterly dividend per Common

Share payout from $0.03 to $0.035. Black Diamond also declared a fourth quarter 2024 dividend on its Common Shares of

$0.035 per Common Share paid on or about January 15, 2025 to Shareholders of record on December 31, 2024.

Year Ended December 31, 2025

On February 20, 2025, the Corporation announced that it renewed and expanded its Credit Facility. The Credit Facility has an extended maturity of February 20, 2030, and an increased size of $425 million, from $325 million previously, while also providing advance rates against categories of rental assets that were previously excluded from the borrowing base. All other material terms of the Credit Facility remained the same.

On March 6, 2025, the Corporation declared a first quarter dividend of $0.035 paid on or about April 15, 2025 to Shareholders of record on March 31, 2025.

The 2024 NCIB terminated on May 9, 2025. During the 2024 NCIB, the Corporation purchased 861,800 Common Shares at a weighted average price of approximately $8.59 per Common Share through the facilities of the TSX and alternative trading systems. All Common Shares purchased under the 2024 NCIB were cancelled.

On May 8, 2025, the Corporation announced that it obtained approval from the TSX to commence a normal course issuer bid (the "2025 NCIB"). Under the 2025 NCIB, the Corporation is authorized to, over a 12-month period which commenced on May 12, 2025, purchase in the normal course through the facilities of the TSX or alternate trading systems, up to 4,513,658 Common Shares, such amount representing 10% of the public float of the Common Shares and approximately 7.3% of the 62,214,472 Common Shares issued and outstanding at the time of announcement. Subject to certain exemptions for block purchases, the maximum number of Common Shares that the Corporation can acquire on any one trading day is 9,405 Common Shares, such amount representing 25% of the average daily trading volume of the Common Shares of 37,621 for the six calendar months prior to the start of the 2025 NCIB. As of the date hereof, the Corporation has acquired 18,935 Common Shares at a weighted average price of $9.46 for a total cost of $179,049.56, pursuant to the 2025 NCIB, which will expire on May 11, 2026

or on such earlier date as the Corporation may complete its purchases pursuant to the notice of intention filed with the TSX in respect of the 2025 NCIB. All Common Shares purchased under the 2025 NCIB have been cancelled.

On May 8, 2025, the Corporation announced that, in connection with the 2025 NCIB, the Corporation had entered into an automatic share purchase plan (the "ASPP") with its broker. The ASPP is intended to allow for Common Share repurchases to be made at times when Black Diamond would not otherwise be able to, due either to regulatory restrictions or self-imposed blackout periods. The ASPP will terminate at the earliest date on which: (i) the maximum annual purchase limit under the 2025 NCIB has been reached; (ii) the 2025 NCIB expires; or (iii) the Corporation or its broker terminates the ASPP in accordance with its terms. Under the ASPP, prior to entering into a blackout period, Black Diamond may, but is not required to, instruct its broker to make purchases under the 2025 NCIB in accordance with the terms of the ASPP. Such purchases will be made by the broker in its sole discretion within parameters set by Black Diamond, in compliance with TSX rules, applicable securities laws and the ASPP's terms. Common Shares repurchased through the ASPP will count toward the total number of Common Shares purchased under the 2025 NCIB. Outside of pre-determined blackout periods, Common Shares may be purchased under the 2025 NCIB based on the Corporation's discretion, in compliance with TSX rules and applicable securities laws.

On May 1, 2025, the Corporation declared a second quarter dividend of $0.035 paid on or about July 15, 2025 to Shareholders of record on June 30, 2025.

On July 15, 2025, with an effective date of July 1, 2025, the Corporation closed a tuck-in acquisition of Spencer Group of Companies Pty Ltd., a corporate travel management business headquartered in Australia, accelerating LodgeLink's corporate travel service operations in the Asia-Pacific region.

On July 16, 2025, the Corporation completed a "bought deal" public offering of 4,657,500 Common Shares at a price of $9.10 per Common Share for aggregate gross proceeds of approximately $42.4 million (which includes the 607,500 Common Shares issued in conjunction with the exercise in full of the over-allotment option).

On August 7, 2025, the Corporation declared a third quarter dividend of $0.035 paid on or about October 15, 2025 to Shareholders of record on September 30, 2025.

On October 30, 2025, the Board of Directors approved an increase of 29% to Black Diamond's quarterly dividend per Common Share payout from $0.035 to $0.045. Black Diamond also declared a fourth quarter dividend on its Common Shares of $0.045 per Common Share paid on or about January 15, 2026 to Shareholders of record on December 31, 2025.

On November 12, 2025, the Corporation announced the closing of the acquisition of all of the issued and outstanding shares of Royal Camp Services Ltd. ("Royal") for aggregate consideration of approximately $165.8 million, as adjusted, comprised of approximately $150 million in cash and 1,377,911 Common Shares, at a deemed price of $12.08 per Common Share (the "Royal Acquisition"). The cash portion of the purchase price was funded through the Credit Facility. Royal provides remote accommodation, catering solutions, and integrated camp services across Western Canada and the Yukon.

On February 26, 2026, the Corporation declared a first quarter dividend of $0.045 payable on or about April 15, 2026 to Shareholders of record on March 31, 2026.

The Corporation did not complete any significant acquisitions during its most recently completed financial year for which disclosure is required under Part 8 of National Instrument 51-102 - Continuous Disclosure Obligations.

Black Diamond is an industrial services and asset management company with two operating business units - Modular Space Solutions (MSS) and Workforce Solutions (WFS). We operate in Canada, the United States and Australia. MSS, through its

principal brands, BOXX Modular, C.L. Martin, and Schiavi, owns a large rental fleet of modular buildings of various types and sizes. Its network of local branches rent, sell, service, and provide ancillary products and services to a diverse customer base in the construction, industrial, education, financial, and government sectors. WFS, through its principal brands Black Diamond Lodging and Accommodations, Royal Camp Services, Summit Camps and PDRC, owns a large rental fleet of modular accommodation assets of various types and offers a full range of catering and hospitality services both in concert with and independent of the provision of modular accommodation facilities. WFS rents, sells, services, and provides ancillary products and services including turnkey operated camps to a wide array of customers in the resource, infrastructure, construction, disaster recovery, migrant housing, homelessness and education sectors. In addition, the WFS business unit also includes the Corporation's wholly owned subsidiary, LodgeLink, which operates through a proprietary software platform offering sophisticated solutions for workforce travel and logistics across North America, Australia and the Asia-Pacific region, enabling customers to efficiently manage the full travel cycle through a rapidly growing network of hotels, remote lodges, and travel partners. LodgeLink solves the unique challenges associated with workforce crew travel and is complemented by Spencer Corporate Travel's high-touch boutique corporate travel management service.

Black Diamond operates its two complementary business units in strategic locations across Canada, the United States and Australia as shown in the maps below:

The businesses of, and services provided by, each of Black Diamond's two complementary business units are described below.

Modular Space Solutions (MSS)

MSS is a provider of modular buildings in Canada and the United States. This business unit has grown both organically through the procurement of new manufactured rental equipment and non-rental service offerings, and through the acquisition of existing fleet equipment. As at December 31, 2025, the MSS rental fleet consisted of 12,730 units of which 8,207 were in Canada and 4,523 were in the United States. Operating from branch offices in Langley, Nanaimo, Kelowna, Fort St John, Terrace and Prince George, British Columbia; Edmonton and Calgary, Alberta; Regina, Saskatchewan; Winnipeg, Manitoba; Toronto, Kitchener/Waterloo and Ottawa, Ontario; Montréal, Quebec; Moncton, New Brunswick; Geismar, Louisiana; Dallas and Houston, Texas; Philadelphia, Pennsylvania; Charlotte and Raleigh, North Carolina; Atlanta, Georgia; and Oxford, Maine, this business unit provides high quality, cost effective modular space solutions to a diversified client base which includes general contractors, education providers, construction trades, real estate developers, manufacturers, commercial businesses, financial institutions, government agencies and various companies involved in the resource industry. The products include "single wide" office units, classroom facilities, lavatories, storage units, large multi-unit office complexes, banking facilities, health care facilities, high security modular buildings, custom manufactured modular facilities, SmartSpace interchangeable paneled units and storage containers. These products offer customers flexible and expedient solutions to meet their temporary and permanent workspace and storage needs. To provide customers with turnkey solutions, this business unit offers construction and project management services and ancillary rental items such as furniture and office equipment. These are referred to as value added products and services ("VAPS"). In addition to offering units for rent, this business unit offers both new and used units for sale and provides delivery, installation, project management, disaster recovery facility program as well as ancillary products and services.

The MSS rental buildings consist of wood or steel framed structures mounted on either chassis with axles and running gear or on steel channel skids, and contain materials which are typical of conventional buildings, such as plywood sheathing, gypsum board, wood paneling, vinyl flooring, metal siding and rubber membrane roofing. These units are typically equipped with heating and air conditioning, electrical panels and circuitry, plumbing as required, windows, doors and hardware. These units are intended to be flexible by allowing for reconfiguration of interior partitions, the addition or removal of washrooms, and in the case of complexes, to be connected to form larger and more versatile space configurations. Management specifies newly manufactured equipment in such a way as to reasonably extend the rental life of the asset through durability, versatility and desirability. As a result, management is of the view that these units, if properly maintained, will continue to work at market rates in excess of 25 years.

Workforce Solutions (WFS)

WFS' primary service offerings are asset rental, catering and hospitality services and travel management logistics. To support the core rental business, WFS also offers associated services such as installation, transportation and dismantling, and the sale of new and used fleet assets.

As at December 31, 2025, the WFS rental fleet consisted of 7,508 units of which 5,404 were in Canada, 531 units were in the United States and 1,573 units were in Australia. WFS also operates LodgeLink, a platform marketplace for business-to-business workforce accommodations, travel and logistics management in North America and Australia.

Large Format Workforce Accommodations

WFS provides workforce accommodations and associated services throughout Canada and the United States to a client base which includes oil and natural gas exploration and development companies, mineral and metals mining and processing companies, large catering and food services providers, engineering and construction companies, drilling & completion contractors, general contractors, pipeline constructors, disaster recovery, social housing initiatives and varying levels of governments. WFS' assets include relocatable dormitories, kitchen/diner complexes, recreation facilities and supporting utility assets which offer customers flexible and expedient solutions to accommodating their workforce in remote locations where local accommodation infrastructure is either insufficient or non-existent. In addition to modular accommodation rental units, this business unit offers both new and used units for sale and provides delivery, installation, project management and ancillary products and services.

The WFS typical workforce accommodation rental equipment (units) consists of wood or steel framed structures mounted on steel I-beam skids and contains materials which are typical of conventional buildings, such as plywood sheathing, gypsum board, vinyl flooring, metal siding and rubber membrane roofing. These units are typically equipped with heating and air conditioning, electrical panels and circuitry, plumbing as required, windows, doors and hardware. The units are generally fully furnished with bedroom, recreation amenities and/or cooking equipment. Management of the Corporation is careful to specify new manufactured equipment in such a way as to reasonably extend the rental life of the asset through durability, versatility and desirability. Management is of the view that these units, if properly maintained, will continue to work at market rates for an extended period estimated at minimum 25 years.

WFS also provides turnkey catering and hospitality services, remote facility management and sophisticated supply chain management services to customers to improve efficiency of remote accommodation facilities.

Small Format Workforce Accommodation and Industrial Services

WFS also provides the rental of small format rapid deployment accommodation equipment and industrial surface equipment, along with full installation and maintenance services from operating locations in Fort St. John, British Columbia; Grande Prairie, Alberta; and Midland and Fort Worth, Texas. The business can be separated into the following two product types:

Staff Quarters and Rapid Deployment Camps (RDC): are single and multi-unit complexes which are highly mobile and durable and which, when fully assembled, create a single building to house, feed and provide living amenities to work crews and support staff. These accommodation units relocate often and typically work on day rates which provide volatility to revenue streams. This segment also includes self-contained living quarters and single unit sleepers. Freestanding fleet units typically work on day rates and have a variety of applications both within and outside of the resources sectors.

Industrial Equipment Rentals: consists of various types of industrial rental equipment used in general and industrial construction and natural resource sectors. This includes equipment specific to various sizes of tanks, fluids management and transfer equipment, light towers, matting, power generation, industrial heaters and various related types of equipment.

Australia

WFS rents and sells remote workforce accommodations across the continent and modular space solutions such as modular offices and classrooms for the education sector and provides associated services in or near the major centres of Sydney, New South Wales; Brisbane, Queensland; Melbourne, Victoria; and Perth, Western Australia. The rental fleet assets are similar to assets which the Corporation operates in North America except that they are all steel framed and cementitious board construction rather than wood frame and gypsum board and are well-positioned in both the urban and resource-rich regions of Australia. WFS' diverse customer base in Australia includes natural resource companies, building and construction companies, commercial and general industrial companies, public and private education and government. These customers are primarily located in the States of Queensland, Western Australia, New South Wales and Victoria.

Royal Camp Services

Following the acquisition of Royal pursuant to the Royal Acquisition, WFS offers complete turnkey camp rentals and catering services to companies involved in oil and gas production, oil and gas services, construction, mining and forestry in Western and Northern Canada through Royal's three principal brands and operating entities; Royal Camp Services, Summit Camps and PDRC. Royal owns and operates three open camps in Northeast British Columbia and has five yards and terminals in Edmonton and Grande Prairie, Alberta and Smithers, British Columbia.

LodgeLink

LodgeLink and its subsidiaries are focused on innovative software-enabled workforce travel services in Canada, the United States and Australia. LodgeLink uses a proprietary software platform to enable corporate customers to book and manage all aspects of crew travel and logistics. The LodgeLink business is focused on applying technology to remove inefficiency from the travel management process for work crews. The platform has been tailor-made around the unique needs of work crews and

saves corporate customers time and money managing complicated workforce travel itineraries and provides consolidated invoicing, virtual payment processing and powerful reporting to better manage full cycle crew travel. In 2025, the marketplace handled 605,718 travel segments. A "travel segment" is a single, sellable unit of inventory that occupies a line item in a travel itinerary, such as room nights, flights and car rentals.

The following sets forth the percentages of total consolidated revenues generated from each of Black Diamond's principal business units for the applicable periods:

Black Diamond's current business strategy is summarized as follows:

Rental Rate and Utilization. Black Diamond's rental businesses have three key drivers: capital cost of rental assets; utilization; and average rental rate. Black Diamond's ability to maintain or increase revenue streams from existing assets depends on its ability to keep the units rented at as high a rental rate as the Corporation can obtain. To accomplish this, the Corporation must maintain a high-quality fleet in good condition, be able to provide a variety of sizes and types of units to satisfy the varied requirements of Black Diamond's diverse customer base and develop strong long-term relationships with its primary customer base through safety, service, responsiveness and reliability.

Fleet Growth and Fleet Mix Optimization. Black Diamond intends to continue to grow its MSS rental fleet. The Corporation expects to accomplish this through a combination of procurement of new manufactured units built to its specifications and by acquisition of existing units and existing fleets.

Geographic Expansion. Black Diamond intends to continue to expand its principal operating business units geographically through the establishment of additional branches and the acquisition of additional fleet assets. This expansion is primarily focused on regions adjacent to existing operations but may include locations outside of North America and Australia.

Increased VAPS Offerings. Black Diamond intends to grow its MSS VAPS offerings and penetration to increase its share of wallet from each customer on a site or project.

Expanded Products and Services. Black Diamond plans to offer a wider variety of modular structures and ancillary equipment to its customers. The Corporation also plans to offer more turnkey solutions to customers by providing additional site services, hospitality services, ancillary rental options and associated rental equipment. This may include support units and operated remote lodging facilities.

Sales of New and Custom Modular Buildings. Custom sales involve the purchase of new units to customer specifications from our broad network of third-party manufacturers. The Corporation will provide project management services including design work, procurement, installation, delivery and other associated services. The Corporation does not purchase new custom units for resale unless it has already obtained a commitment from the customer.

Sale of Fleet Assets. Black Diamond markets its fleet of assets to customers primarily on a rental basis. However, occasionally the customer has preference for ownership when they have a longer-term need for the asset. In these circumstances, Black Diamond sells assets out of its fleet in the ordinary course of servicing its customers. This is a profitable business line for Black Diamond and helps the Corporation replenish its fleet with newer assets to maintain a relatively newer average age of the fleet.

Grow LodgeLink. LodgeLink intends to grow by increasing the supply, demand, geography and integrated liquidity of its platform. Over time, LodgeLink intends to continue advancing software functionality to complement existing capabilities to

provide its customers increased efficiencies, resulting in increased generation of SaaS revenue and improved transaction margins.

Develop New Markets. Black Diamond intends to target additional industry sectors for the rental of both accommodation and workspace units for its high quality catering and facility management services and for its growing business-to-business workforce travel software platform (LodgeLink). There are numerous other industries that utilize the products and services offered by Black Diamond.

Acquisitions. Black Diamond plans to continue its strategy of targeting acquisitions of businesses where those businesses complement the existing business and are accretive to Shareholders.

Capital Management. Black Diamond manages its capital structure within guidelines approved by the Board of Directors and adjusts in light of changes in economic conditions, planned requirements and the requirements of financial covenants. Black Diamond considers its capital structure to include shareholders' equity, short- and long-term credit facilities and working capital. Black Diamond can adjust its capital structure by issuing or repurchasing equity or issuing or repaying debt, selling assets to reduce debt, controlling the amount it returns to Shareholders through dividends or share buybacks and making adjustments to its capital expenditure program. The only restriction Black Diamond has on its capital is in respect of certain financial covenants contained in the Credit Facility.

Operational Excellence. In conjunction with its high quality fleet, Black Diamond has instituted numerous operational processes across the platform designed to efficiently manage, standardize and extend the life of our rental fleet to drive improved economics.

Black Diamond relies on manufacturers for the supply of new equipment for its rental fleets. The Corporation maintains strong relationships with key manufacturers and a number of the mid-sized and small-scale suppliers. The Corporation expects to continue to secure sufficient manufacturing space to meet customer demand throughout 2026. See "Risk Factors - Dependence on Suppliers and Manufacturers".

As at December 31, 2025, Black Diamond had a total of 1,148 permanent employees of which 504 were hourly paid personnel.

Black Diamond markets its rental assets, custom sales and ancillary products and services through in-house sales personnel, its website, social media, web campaigns and its digital marketplace.

Black Diamond's customers include: general contractors; engineering procurement construction companies; educational institutions; financial institutions; health care providers; energy and mineral exploration and production companies; pipeline constructors; food services providers and/or caterers; construction sub-trades; government agencies; transportation companies; industrial companies; drilling & completions contractors; military agencies; utilities companies; oilfield services companies; and manufacturers. During the year ended December 31, 2025, the Corporation did not have a customer who contributed equal to or greater than 10% of the Corporation's consolidated revenue.

From the Corporation's experience to date, its customers' preferences for its products and services include the following:

• quality and newness of equipment;

• cleanliness of equipment when it arrives on site;

• availability of equipment;

• variety of layouts and amenities to best suit their project needs;

• relationship with strategic Indigenous partnerships;

• responsiveness to their needs;

• delivery time, distance and cost;

• solutions that enhance logistics planning, ease of booking and productivity of customers' internal processes; and

• quality of food served, friendliness of hospitality staff and cleanliness of catering facilities.

Black Diamond's products and services are priced in a number of ways. Workforce accommodation and modular space solutions are typically priced on longer-term monthly rates while small format accommodation and industrial equipment rentals tend to be priced off of day rates. Catering services are typically priced on a day rate basis with fixed minimum occupancy. Contract rates for the Corporation's rental equipment are set based on industry factors such as availability of equipment and length of guaranteed minimum term as well as company factors such as obtaining minimum rates of return on capital investment.

The industries and businesses in which Black Diamond operates are highly competitive and in order to be successful, Black Diamond must provide services that meet the specific needs of its clients at competitive prices. The principal competitive factors in the markets in which Black Diamond operates are service quality and availability, reliability and effectiveness of equipment used to perform its services, technical knowledge, strategic partnerships and experience and reputation for safety and value. Competitors offer similar services in all geographic regions in which Black Diamond operates. See "Risk Factors -Competition".

WFS's success is connected, in part, to the general health of the natural resources sectors in Canada, the United States and Australia. Accordingly, in addition to the various federal, provincial, state and municipal regulations to which the Corporation adheres in its ongoing operations, it is also sensitive to the industry conditions relating to the natural resources sector, including land tenure, exploration, development, production, refining, transportation and marketing imposed by legislation enacted by various levels of government. See "Risk Factors - Volatility of Industry Conditions" and "Risk Factors - Government Regulation".

Black Diamond recognizes the importance of Indigenous business relationships in many of the key markets in which it operates. Black Diamond recognizes the obligations and requirements laid out in the various land claims in the areas where it conducts its business and, with respect to its businesses, Black Diamond is of the view that Indigenous rights and land claims are to be respected and the Indigenous people are to be given opportunities to participate and benefit from the activity on their traditional lands. As such, one of Black Diamond's objectives is to maximize where possible the amount of local and Indigenous participation in its operations. Black Diamond employs community relations management professionals who work closely with all of Black Diamond's Indigenous partnerships and the communities in which they operate. See "Risk Factors - Indigenous Relationships".

Black Diamond has ten equity-based partnerships with First Nations across western Canada designed to drive economic benefits within the communities in which we operate. The Corporation's Indigenous policy is aligned with the Truth and Reconciliation Commission of Canada. Since inception, Black Diamond's partnerships have disbursed over $42 million in the form of royalties and/or distributions to our First Nations equity partners. Black Diamond also has a commitment to aboriginal procurement through the Canadian Council for Aboriginal Business.

The use of modular structures both for accommodation and general space needs is generally more sustainable than traditional construction processes given the opportunity to reuse and recycle assets throughout their useful life. A typical modular structure lasts 20 to 30 years and will generally be used on multiple different project sites throughout its lifetime. At the end of its useful

life, a structure (which is comprised mostly of wood) is sent for disposition which typically results in the asset being mulched and turned into reusable materials.

The operations of the Corporation are subject to a variety of federal, provincial, state and local laws, regulations and guidelines, including various environmental and health and safety statutes and regulations governing health and safety, requirements for its products, the conduct of operations, the protection of the environment, the operation of equipment and the handling and disposal of substances used in its operations, or that may otherwise be present on or in the lands the Corporation owns or occupies. Such legislation also generally imposes potential liability on past and present owners or occupants of property where contamination has occurred without regard to whether such owner or occupant played a role in the original contaminating event. The Corporation believes that it, and each of its subsidiaries, is currently in compliance with such laws and regulations. The Corporation expends financial and managerial resources to ensure such compliance and will continue to do so in the future. Such laws or regulations are subject to change. Accordingly, it is impossible for the Corporation to predict the cost or impact of such laws and regulations on the Corporation's future operations. See "Risk Factors - Environmental Liability" and "Risk Factors - Government Regulation".

Black Diamond provides a framework to identify, assess, mitigate and monitor environmental risks under its Environmental Management Plan (the "EMP"). The EMP sets forth requirements for implementation of an effective environmental management program throughout all of Black Diamond's operations. The goal is to lead the way by exemplifying responsible use of resources and to conduct operations in a manner aimed at achieving and maintaining compliance with all environmental rules and regulations.

The safety and well-being of the Corporation's employees, partners, customers and vendors is of the highest importance and

priority.

We strive to eliminate all workplace incidents, occupational illnesses and unregulated environmental releases from our operations through the following actions:

• comply with all applicable health, safety and environmental regulations;

• go beyond health, safety and environmental regulations when it makes good business sense to do so;

• remain committed to working in a spirit of consultation and cooperation with the workers to provide safe working conditions that ensure the physical health and safety as well as the psychological health and social wellbeing of its employees and contracted workers;

• monitor arrangements to implement health, safety and environmental performance;

• pursue continuous improvement of its health, safety and environmental performance; and

• periodically report on its health, safety and environmental progress.

  Black Diamond expects all employees, contractors and sub-contractors to meet their responsibilities for protecting themselves and their coworkers. The specific requirements given in the Corporation's HS&E Manual apply globally as a condition of employment for all employees and any contractor doing work for or on behalf of Black Diamond entities, business units and subsidiary organizations where Black Diamond has a controlling interest. It is our goal to maintain safe working conditions for other employers, self-employed persons, visitors and external work parties that may be present at our locations or who may be affected by our work activities, as is reasonably practicable.

  We recognize that the responsibilities for health and safety are shared:

• The employer accepts the responsibility for leadership of the health and safety program, for its effectiveness and

  improvement and for providing the safeguards required to ensure safe work conditions as is the worker's right.

• Supervisors are responsible for developing the proper attitudes toward health and safety in themselves and in those they supervise and for ensuring that all operations are performed with the utmost regard for the health and safety of all personnel involved.

• Employees, contractors and sub-contractors are responsible for wholehearted, genuine cooperation with all aspects of the health and safety program, including compliance with all rules and regulations and for continually practicing health and safety while performing their duties.

Performance results will be evaluated, in part, against these requirements and the findings from periodic management audits and local regulations.

The Corporation's Total Recordable Injury Frequency ("TRIF") in 2025 was 0.68, compared to 0.99 and 0.22 in 2024 and 2023, respectively. The Corporation's Loss Time Injury Frequency was zero in 2025, 0.39 in 2024, and zero in 2023.

1. On November 12, 2025, the Company acquired Royal pursuant to the Royal Acquisition. The safety statistics included in the above table for 2025 include Royal's operations from the date of the closing of the Royal Acquisition.

Black Diamond is also committed to fostering diversity in its employee base, including gender diversity.

1. Data effective as of December 31 of each applicable year.

2. Data includes permanent-full time and permanent-part time employees, including those on leaves of absence.

3. Data excludes all invoicing consultants, temporary contractors and agency workers.

4. On November 12, 2025, the Company acquired Royal pursuant to the Royal Acquisition. The human resources statistics included in the above table for

2025 include Royal's employees only for the year ended December 31, 2025.

See "Risk Factors - Safety Performance", "Risk Factors - Disease Outbreaks" and "Risk Factors - Government Regulation".

Every employee of the Corporation is, upon hire and on an annual basis, required to review and sign off on the Corporation's Code of Business Conduct and Ethics policies (the "Code"). The Code reflects the Corporation's commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all directors, officers and employees are expected to comply.

The Corporation is committed to high standards of openness, integrity and accountability. The integrity of the financial and other information of the Corporation is vital as it guides the decisions of the Board of Directors and is relied upon by our Shareholders, financial markets and other stakeholders. For these reasons, the Corporation cultivates an environment where individuals can confidentially and anonymously report complaints and concerns regarding accounting, internal audit controls or other audit matters, bribery, the health and safety of the general public, employees and contractors, and the protection of the environment, without fear of victimization, discrimination or disadvantage. Our Whistleblower Program was established for all employees, management, officers, directors, contractors and consultants of Black Diamond and encourages and facilitates the reporting of complaints and concerns to the Chair of the Audit Committee, Mr. Robert Herdman.

The Corporation's Board of Directors is comprised of eight members, seven of which are independent. Each of the Corporation's Compensation Committee, Environmental, Social and Governance and Nominating Committee and Audit Committee are comprised entirely of independent directors.

The Corporation has not sustained any monetary losses as a result of legal proceedings associated with charges of bribery, corruption and/or anticompetitive practices.

Black Diamond has a significant portion of its operations in the United States and in Australia. The United States and Australia operations are conducted through indirect subsidiaries of Black Diamond and are consolidated into the Corporation's quarterly and annual financial statements. The Corporation does not operate or do any business or have any backlog in countries that rank among the lowest 20 countries in Transparency International's Corruption Perception Index. See "Risk Factors - Foreign Operations" and "Risk Factors - Variations in Foreign Exchange Rates and Interest Rates".

The Corporation's customer relationships have value to the Corporation as there are substantial long-term contracts and relationships in place, and the Corporation estimates that a significant amount of future revenue will be derived from the existing customer base. Where the value of identifiable intangible assets has been included in the financial statements of the Corporation, they are amortized on a straight-line basis over their estimated useful lives. These intangible assets include: customer relationships; non-compete agreements; trademarks; and LodgeLink software development costs.

There have been no bankruptcy, receivership or similar proceedings against the Corporation or any of its subsidiaries, or any voluntary bankruptcy, receivership or similar proceedings by the Corporation or any of its subsidiaries, within the three most recently completed financial years or proposed during the current financial year.

The demand, pricing and terms for the Corporation's products and services largely depend upon the level of industry activity for general construction, infrastructure development, public spending and natural resource exploration and development and the level of workforce and crew travel activity related to such industries. This includes commercial construction companies, real estate developers, infrastructure developers, education sectors and natural resource exploration and development companies. Industry conditions are influenced by numerous factors over which the Corporation has no control, including: the demand and need for new construction and infrastructure projects; the level of natural resource prices; expectations about future natural resource prices; demand for and supply of oil and natural gas; weather conditions; political developments; military action; demand for in-person education; regulatory and economic conditions including tariffs; impacts from travel disruptions and restrictions; and the ability of natural resource companies to raise equity capital or debt financing for exploration and development work. The volatility of industry conditions could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

The operations of the Corporation depend on execution and performance under written contracts with its customers that are generally cancellable only for non-performance. The key factors which determine whether a client continues to use the Corporation are service quality and availability, reliability and performance of equipment used to perform its services, technical knowledge and experience, reputation for safety and competitive price. There can be no assurance that the Corporation's relationship with its customers will continue and a significant reduction or total loss of the business from these customers, if not offset by sales to new or existing customers, could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

The operations of the Corporation also depend on the execution and performance under written contracts with the Corporation's vendors and subcontractors. The failure of the Corporation's vendors and subcontractors to execute and perform under these contracts could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

The modular space solutions, workforce accommodation solutions and ancillary equipment rentals industries in which the Corporation operates are highly competitive. To be successful, the Corporation must provide equipment and services that meet the specific needs of its clients at competitive prices. The principal competitive factors in the markets in which the Corporation operates are service quality and availability, reliability and performance of equipment used to perform its services, technical knowledge and experience, reputation for safety and price. The Corporation competes with international and regional competitors, several of which are significantly larger than the Corporation. These competitors offer similar services in all of the geographic regions in which the Corporation operates. As a result of competition, the Corporation may be unable to continue to provide its present services, to provide such services at historical operating margins or to acquire additional business opportunities, which could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

Reduced levels of activity in the workforce accommodation, ancillary equipment rentals, workforce crew travel and temporary workspace industries can intensify competition and result in lower revenue to the Corporation. Natural resources extraction companies which are directly affected by fluctuation in commodities prices and capital development cycles, government, mining industries and governmental regulation, could affect the Corporation's ability to generate revenue and earnings.

Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to customers and partners in the form of outstanding accounts. The maximum exposure to credit risk is equal to the carrying value of the financial assets.

The carrying amount of accounts receivable reflects management's assessment of the credit risk associated with the Corporation's customers. The Corporation generally grants unsecured credit to its customers. The allowance for doubtful accounts and past due receivables is reviewed by management on an ongoing basis. Accounts receivable are considered for impairment after taking into consideration the customer's payment history, their credit worthiness, the current economic environment in which the customer operates and the customer's establishment within its industry. Failure to accurately estimate the amount of bad debts of the Corporation or failure to collect accounts receivable on a timely basis, in full or in part, could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

The Corporation depends upon the reliability and security of our information technology systems in the normal course of operations. The Corporation depends on various information systems and processes for purposes of financial reporting and accounting, data storage, payment card industry compliance, virtual credit card payments, processing of customer transactions and communications with its employees and third parties. Black Diamond is subject to a variety of information technology and systems risks as part of our regular operations including virus, cyber-attack, security breach and destruction or interruption of its information technology systems. Although the Corporation has controls and security measures in place that are designed to mitigate these risks, a breach of these measures could occur and result in a loss of material and confidential information, breach of privacy laws and a disruption to its business activities. The outcome of such a breach cannot be predicted with certainty and could have a material effect on the operations of the Corporation. The VP, Information Technology has a skilled and diverse team that maintains and improves the Corporation's information security programs. The VP, Information Technology and Chief Financial Officer report to the Audit Committee on an annual and quarterly basis on Black Diamond's information technology systems and cyber security matters.

Fixed costs, including costs associated with operating expenses, leases, labour costs and depreciation account for a significant portion of the Corporation's costs and expenses. As a result, reduced productivity resulting from reduced demand, equipment failure, weather or other factors could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

The operations of the Corporation are subject to hazards inherent in the workforce accommodation, temporary workspace and rental industries, such as equipment defects, malfunction and failures, and natural disasters which could result in fires, vehicle accidents, damage to facilities, risk to the health of occupants, business interruption and damage to or destruction of property, equipment and the environment. These risks could expose the Corporation to substantial liability for personal injury, wrongful death, property damage, pollution and other environmental damages. The frequency and severity of such incidents will affect operating costs, insurability and relationships with customers, employees and regulators.

Although the Corporation has obtained insurance against certain of the risks to which it is exposed, such insurance is subject to coverage limits and no assurance can be given that such insurance will be adequate to cover the Corporation's liabilities. In addition, there can be no assurance that the Corporation will be able to maintain adequate insurance in the future at rates it considers reasonable and commercially justifiable. The occurrence of a significant uninsured claim, a claim in excess of the insurance coverage limits maintained by the Corporation or a claim at a time when it is not able to obtain liability insurance, could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

A reduction in public spending, increased interest rates and a reduction in economic activity could result in reduced levels of activity in industrial construction and infrastructure developments which could result in lower revenue to the Corporation. Any

prolonged substantial reduction in such activity could reduce the demand for certain of the Corporation's products and services which could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

Depressed natural resources commodity prices could result in reduced levels of activity in the natural resources industries which may intensify competition and result in lower revenue to the Corporation. Any prolonged substantial reduction in commodity prices will reduce activity levels in these industries and change the economic feasibility of industry development projects, resulting in reduced demand for certain of the Corporation's products and services which could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

The Corporation may find it necessary in the future to obtain additional debt or equity financing to support ongoing operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions. Uncertain levels of near-term industry activity coupled with global economic volatility, among other potential factors, exposes the Corporation to the risk that additional financing will not be available to the Corporation when needed, on terms acceptable to the Corporation or at all. The Corporation's inability to raise financing to support ongoing operations or to fund capital expenditures or acquisitions could limit the Corporation's growth and could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flow.

Where additional financing is raised by the issuance of Common Shares or securities convertible into Common Shares, control of the Corporation may change and Shareholders may suffer dilution to their investment. The Corporation's activities may also be financed partially or wholly with debt, which may increase the Corporation's debt levels above industry standards. The level of the Corporation's indebtedness from time to time could impair the Corporation's ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise.

The Corporation sources its equipment, equipment parts and third-party services from a variety of suppliers and manufacturers, most of whom are located in Canada, the United States and Australia. Should any suppliers or manufacturers be unable to provide the necessary equipment, line time, parts or services or otherwise fail to deliver products in the quantities required, any resulting delays in the provision of products and services or in the time required to find new suppliers could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

The Corporation's success depends in large measure on certain key personnel. The loss of the services of such key personnel may have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows. The Corporation does not have any key person insurance in effect for the Corporation. The contributions of the existing management team to the immediate and near-term operations of the Corporation are likely to be of central importance. Investors must rely upon the ability, expertise, judgment, discretion, integrity and good faith of the management of the Corporation.

The Corporation's ability to provide reliable and quality services is dependent on its ability to hire and retain a dedicated and quality pool of employees. The Corporation's catering and hospitality services are dependant on access to experienced labour with facility experience and delivery of quality food. The competition for qualified personnel in the industries in which the Corporation operates is intense and there can be no assurance that the Corporation will be able to continue to attract and retain all personnel necessary for the development and operation of its business. In periods of higher activity, it may become more difficult to find and retain qualified employees which could limit growth, increase operating costs or have other material adverse effects on the Corporation's operations.

The trading price of securities of issuers in the businesses of the Corporation is subject to substantial volatility often based on factors related and unrelated to the financial performance or prospects of the issuers involved. Factors unrelated to the Corporation's performance could include macroeconomic developments nationally, within North America or globally, domestic and global commodity prices or current perceptions of the attractiveness of particular industries. Similarly, the market price of the Common Shares could be subject to significant fluctuations in response to variations in the Corporation's operating results, financial condition, liquidity and other internal factors. Accordingly, the price at which the Common Shares will trade cannot be accurately predicted.

Standards for the prevention of incidents in the industries in which the Corporation operates are governed by service company safety policies and procedures, accepted industry safety practices, customer specific safety requirements and health and safety legislation. Many customers consider safety performance a key factor in selecting workforce accommodation, temporary workspace and ancillary equipment and service providers. Deterioration of the Corporation's safety performance could result in a decline in the demand for the Corporation's products and services and could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

The operations and expertise of the Corporation's management are currently focused primarily on temporary workspace industries logistics management as well as the workforce accommodation and ancillary equipment rentals. In the future, the Corporation may acquire or move into new industry related activities or may acquire different industry related assets, and as a result may face unexpected risks or alternatively, significantly increase the Corporation's exposure to one or more existing risk factors, which may in turn result in the Corporation's business, financial condition, results of operations and cash flows being adversely affected.

The Corporation's operations are subject to numerous laws as well as building and occupancy codes and regulations, industry regulations and guidelines, many of which are related to health and safety, food safety, the conduct of operations, requirements for its equipment, transportation and the environment. Some of the laws, regulations and guidelines that apply to the Corporation's operations also authorize the recovery of natural resource damages by the government, injunctive relief and the imposition of stop, control, remediation and abandonment orders. While management believes that its businesses will be operated in accordance with applicable laws, the Corporation will remain subject to a varied and complex body of laws and regulations that both public officials and private individuals may seek to enforce. The costs arising from compliance with such laws, regulations and guidelines may be material to the Corporation.

Any regulatory changes that impose additional operating or environmental restrictions or requirements on the Corporation or its customers could adversely affect the Corporation through increased operating costs and potential decreased demand for the Corporation's products and services. The trend in environmental regulation has been to impose more restrictions and limitations on activities that may impact the environment, including the generation and disposal of wastes, the use and handling of chemical substances and water use and management. Laws, regulations or treaties concerning climate change, greenhouse gas emissions or other environmental matters may have an adverse impact on the demand for oil and natural gas and minerals, which could have a material adverse effect on the Corporation.

The Corporation considers acquisitions and dispositions of businesses and assets in the ordinary course of business. Achieving the anticipated benefits of acquisitions depends on the Corporation's initial assumptions and analyses being accurate and successfully consolidating functions and integrating operations and procedures in a timely and efficient manner and the Corporation's ability to realize the anticipated growth opportunities and synergies from combining the acquired businesses and operations with those of the Corporation. The integration of acquired businesses may require substantial management effort, time and resources diverting management's focus from other strategic opportunities and operational matters. Management

continually assesses the value and contribution of services provided and assets required to provide such services. In this regard, noncore assets may be periodically disposed of so the Corporation can focus its efforts and resources more efficiently. Depending on the state of the market for such noncore assets, certain noncore assets of the Corporation, if disposed of, may realize less than their carrying value on the financial statements of the Corporation.

The Corporation does not believe that inflation has had a materially negative effect on its business, financial condition or results of operations to date; however, if operation, materials or labour costs were to continue to be subject to significant inflationary pressures, the Corporation may not be able to fully offset such higher costs through corresponding increases to rental rates or sale prices. The Corporation's inability to adequately control costs or to acquire fleet assets, materials or skilled labour necessary to our operations for the expected price, on the expected timeline, or at all, could have a material adverse effect on our financial condition, results of operations and cash flows.

The Corporation is subject to the operating risks inherent in the industries in which the Corporation operates, including environmental damage. The Corporation has established programs to address compliance with current environmental standards and monitors its practices concerning the handling of environmentally hazardous materials. However, there can be no assurance that the Corporation's procedures will prevent environmental damage from occurring from spills of materials handled by the Corporation or that such damage has not already occurred. On occasion, substantial liabilities to third parties may be incurred. The Corporation may have the benefit of insurance maintained by it or a contractor; however, the Corporation may become liable for damages against which it cannot adequately insure or against which it may elect not to insure because of high costs or other reasons.

Federal and regional governments where the Corporation does business have been working through or have proposed various forms of regulation and legislation focused on climate change and greenhouse gas emissions. Future federal legislation, together with regional emission reduction requirements may require the reduction of emissions or emissions intensity from the Corporation's customers' operations and facilities. A number of the Corporation's customers are involved in the oil and natural gas exploration and development industry, with specific focus on oil sands related projects. Focus and scrutiny has recently intensified on oil sands development, which could lead to incremental environmental regulation or legislation.

Potential changes in requirements may result in increased operating costs and capital expenditures for oil and natural gas and mining industry participants, thereby delaying or decreasing the demand for the Corporation's products and services.

Management of the Corporation is unable to predict the impact of potential emissions targets and it is possible that changes could adversely affect the Corporation's business, financial condition, results of operations and cash flows.

The Corporation operates in locations that may be susceptible to natural disasters. The occurrence of one or more natural disasters, such as hurricanes, fires, floods and earthquakes, could cause considerable damage to its equipment, buildings and facilities, disrupt operations and negatively impact the Corporation's financial performance. To the extent these events result in significant damage to any of the Corporation's equipment or buildings, its operations and financial performance could be adversely affected. In addition, these events could result in significant expenses to restore or remediate equipment, buildings or facilities, increases in fuel (or other energy) prices or a fuel shortage, increases in the costs of insurance if they result in significant loss of property or other insurable damage and the introduction of or increases in climate change taxes such as provincial/state or federal carbon taxes or cap and trade taxes.

A component of Black Diamond's business strategy is based on developing and maintaining positive relationships with the Indigenous people and communities in the areas where Black Diamond operates. These relationships are important to Black

Diamond's operations and customers who desire to work on traditional Indigenous lands. The inability to develop and maintain relationships and to be in compliance with local requirements could adversely affect Black Diamond's business, financial condition, results of operations and cash flows.

The Corporation may make future acquisitions or enter into financings or other transactions involving the issuance of securities of the Corporation which may be dilutive.

Since the global outbreak of COVID-19 declared by the World Health Organization in early 2020, Black Diamond successfully navigated the challenges that it presented and continued to drive its business, however, global disease outbreaks, should they occur in the future, may still have a material adverse impact on the Corporation's business, results of operations and financial condition.

The Corporation is exposed to foreign currency fluctuations as certain revenues, expenses and working capital derived from its foreign operations are denominated in United States dollars and Australian dollars. As such, the Corporation's United States and Australian subsidiaries are subject to translation gains and losses on consolidation. Realized foreign exchange gains and losses are included in net earnings while unrealized foreign exchange gains and losses arising on the translation of the assets, liabilities, revenues and expenses of the Corporation's foreign operations are included in other comprehensive income.

An increase in interest rates could result in a significant increase in the amount the Corporation pays to service debt, resulting in a reduced amount available to fund its business activities, which could negatively impact the market price of the Common Shares of the Corporation and could also decrease credit worthiness of certain customers and suppliers.

To the extent that the Corporation engages in risk management activities related to foreign exchange rates and interest rates, there is a credit risk associated with counterparties with which the Corporation may contract.

Some of the Corporation's current operations and related assets are in the United States and Australia. In addition, the Corporation's growth plans may contemplate establishing operations in additional foreign countries, including countries where the political and economic systems may be less stable than those in Canada, the United States and Australia. Risks of foreign operations include, but are not necessarily limited to, changes of laws affecting foreign ownership, government participation, taxation, tariffs, royalties, duties, rates of exchange, inflation, repatriation of earnings, social unrest, acts of terrorism and uncertain political and economic conditions resulting in unfavourable government actions such as unfavourable legislation or regulation. While the impact of these factors cannot be accurately predicted, if any of the risks materialize, they could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

In most cases, permits issued by government agencies are required to set up and operate remote workforce accommodations. The issuance of permits is dependent upon a number of factors, including but not limited to, water and waste treatment alternatives available, road traffic volumes and fire conditions in forested areas. Failure of the Corporation or the Corporation's customers to receive or renew permits could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

The Corporation recently expanded and extended the maturity of its Credit Facility to February 20, 2030. However, there can be no assurance that the Corporation will be able to renegotiate or renew its Credit Facility in the amount it requires or on terms acceptable to it. Any failure of the Corporation to repay or refinance all or any portion of the Credit Facility on its maturity

date on acceptable terms could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flow. There is no assurance that the Corporation will be able to refinance the Credit Facility on its maturity date on acceptable terms, or on any basis.

The Corporation may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Corporation to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Corporation to deal with this growth may have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

The Corporation's business is subject to seasonality due primarily to the Corporation's exposure to the education industry. With the North American school year typically starting in the fall, the MSS business unit typically experiences relatively higher installation and sales activity associated with new education projects in the third quarter. MSS also experiences minor seasonality in its operations during the winter months in the colder climates in which it operates due to lower levels of construction activity by its customers. Finally, WFS' small format assets can be exposed to the seasonality of the western Canadian oil and natural gas drilling industry where the busiest months are generally January through March and the slowest months are April through September. Volatility in the weather and the operational restrictions based on educational calendars can create unpredictability and limited windows in activity, which could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

In the normal course of the Corporation's operations, it may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, related to personal injuries, property damage, property tax, the environment and contract disputes. The outcome of outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to the Corporation and as a result, could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

As part of its business dealings with different governmental bodies, the Corporation must comply with public procurement laws and regulations aimed at ensuring that public sector bodies award contracts in a transparent, competitive, efficient, and non-discriminatory way. If the Corporation fails to comply with these laws and regulations or if the Corporation, its directors, officers, employees, or agents commit legal violations or misconduct specified in any of these laws and regulations, the Corporation could be subject to administrative, civil or penal liabilities and to mandatory or discretionary exclusion or suspension, on a permanent or temporary basis, from contracting with governmental bodies in addition to other penalties and sanctions. Although the Corporation has adopted control measures and implemented policies and procedures to mitigate such risks, these control measures, policies and procedures may not always be sufficient to protect the Corporation from the consequences of acts committed by its directors, officers, employees and agents. Amendments in public procurement laws and regulations could require the Corporation to further implement certain changes to its business practices and, as a result, impose additional costs on the Corporation, which in turn could materially adversely affect the Corporation's business, financial condition, results of operations and cash flows.

Certain of the Corporation's equipment or systems may become obsolete or experience a decrease in demand through the introduction of competing products that are lower in cost, exhibit enhanced performance characteristics or are determined by the market to be preferable for environmental or other reasons. The Corporation expends substantial effort to keep current with the changing market for workforce accommodation, ancillary equipment rental and temporary workspace solutions which it provides and technological and regulatory changes. If the Corporation is unable to keep current it could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

Income tax provisions, including current and future income tax assets and liabilities in the Corporation's consolidated financial statements, and income tax filing positions require estimates and interpretations of federal, provincial, state and other taxing authorities' income tax rules and regulations, and judgments as to their interpretation and application of the Corporation's specific situation. The Corporation is also subject to personal property, use and excises taxes which require the interpretation and application of the Corporation's specific situation to applicable legislation in the jurisdictions in which the Corporation operates. In addition, there can be no assurance that the federal, provincial, state or other tax agencies will agree with the Corporation's tax filing positions or will not change their administrative practices to the detriment of the Corporation or its shareholders and creditors. While the Corporation believes that its tax filing positions are supportable under applicable law, a number of the Corporation's tax filing positions may be the subject of review by taxation authorities. Therefore, it is possible that additional taxes could be payable by the Corporation and the ultimate value of the Corporation's tax assets and liabilities could change in the future and that such additional taxes and changes to such accounts could be materially adverse to the Corporation.

The directors and officers of the Corporation may also be directors or officers of other companies which operate in the same industries as that of the Corporation and situations may arise where they are in a conflict of interest with the Corporation. Conflicts of interest, if any, will be subject to and governed by procedures prescribed by the ABCA which require a director or officer of a corporation who is a party to, or is a director or an officer of, or has a material interest in any Person who is a party to, a material contract or proposed material contract with the Corporation to disclose his or her interest and, in the case of directors, to refrain from voting on any matter in respect of such contract unless otherwise permitted under the ABCA. See "Directors and Executive Officers - Conflicts of Interest".

The Credit Facility contains certain covenants that, under certain circumstances, limit the discretion of management of the Corporation with respect to certain business matters. These covenants place restrictions on, among other things, the ability of the Corporation to create liens or other encumbrances, to pay dividends or make certain other payments, investments, loans and guarantees and to sell or otherwise dispose of assets and merge or consolidate with another entity. In addition, the Credit Facility contains a financial covenant that requires the Corporation to meet certain financial ratios under certain circumstances. A failure to comply with the obligations in the Credit Facility could result in a default which, if not cured or waived, would permit acceleration of the relevant indebtedness. If the indebtedness under the Credit Facility was to be accelerated, there can be no assurance that the assets of the Corporation would be sufficient to repay in full that indebtedness.

The ability of the Corporation to make other payments or advances is subject to applicable laws and contractual restrictions in the instruments governing any indebtedness of the Corporation (including the Credit Facility). The degree to which the Corporation is leveraged could have important consequences for Shareholders including: (i) the Corporation's ability to obtain additional financing for working capital, capital expenditures or acquisitions in the future may be limited; (ii) all or part of the Corporation's cash flow from operations may be dedicated to the payment of the principal of and interest on the Corporation's indebtedness, thereby reducing funds available for future operations; (iii) most of the Corporation's borrowings are at variable rates of interest, which exposes the Corporation to the risk of increased interest rates; and (iv) the Corporation may be more vulnerable to economic downturns and be limited in its ability to withstand competitive pressures. These factors could have a material adverse effect on the Corporation's business, financial condition, results of operations and cash flows.

Shareholders and prospective investors are cautioned not to place undue reliance on the Corporation's forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.