Notice and Information Circular > (47bbfdec c024 47f0 906f 88fa086626a4BDI Information Circular Final Draft)

March 23, 2026

Dear Fellow Shareholder,

I am pleased to report that our trend of strong performance continues for Black Diamond Group Limited (the “Company”), consistent with the Company’s five-year consolidated Adjusted EBITDA1 Compounded Annual Growth Rate (CAGR) of 26%. The Company’s portfolio of industrial services and specialty rental businesses focused on modular buildings, remote accommodations and ancillary services including hospitality and catering, along with our innovative software-enabled workforce travel platform continues to deliver high growth and stable recurring cashflows, resulting in compounding returns for our shareholders.

Similar to the past few years, the Company has prepared a detailed Stakeholder Report, which includes the key highlights for 2025 that can be found here: https://www.blackdiamondgroup.com/stakeholder-report.

We thank you for your continued confidence and trust. Respectfully, on behalf of the Board and Management, (Signed) Trevor Haynes

Chairman, President and Chief Executive Officer

‌1 See “General Information– Non-GAAP Financial Measures” in the accompanying Management Information Circular.

NOTICE IS HEREBY GIVEN that an annual meeting (the “Meeting”) of the holders (“Shareholders”) of Black Diamond Group Limited (“Black Diamond”) common shares (“Common Shares”) will be held on Thursday, May 7, 2026, at 1:00 p.m. (Calgary time). The Meeting will be held in a virtual meeting format only, by way of a live audio-only webcast at https://meetings.lumiconnect.com/400-728-451-648 to:

1. receive and consider Black Diamond’s consolidated financial statements for the fiscal year ended

   December 31, 2025, together with the report of the auditors thereon;

2. elect seven (7) directors for the ensuing year;

3. appoint auditors for the ensuing year and to authorize Black Diamond’s directors to fix their remuneration as

   such; and

4. transact such other business as may properly come before the Meeting or any adjournment thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the management information circular (the “Circular”) which accompanies this notice of Meeting.

Only Shareholders of record at the close of business on March 23, 2026 (the “Record Date”) are entitled to notice of, to participate in the Meeting or any adjournment thereof and to vote thereat unless after the Record Date a holder of record transfers his, her or its Common Shares and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that he, she or it owns such shares, requests, not later than ten (10) days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote, in which case such transferee shall be entitled to vote such shares at the Meeting.

Registered Shareholders may participate in and vote at the Meeting or any adjournment thereof, or they may appoint another person (who need not be a Shareholder) as their proxy to participate in the virtual Meeting and vote in their place. If you appoint a non-management proxyholder, please ensure that they participate in the Meeting for your vote to count.

Registered Shareholders unable to participate in the Meeting are requested to date and sign the enclosed form of proxy and return it to Odyssey Trust Company: (i) by mail using the envelope provided; or (ii) by hand delivery to the attention of Odyssey Trust Company, Trader’s Bank Building, 702 – 67 Yonge Street, Toronto, Ontario M5E 1J8. Alternatively, you may vote by internet using https://vote.odysseytrust.com.

The nature of the business to be transacted at the Meeting is described in further detail in the Circular. You should carefully review and consider all of the information contained in the Circular before submitting the form of proxy or voting instruction form.

Dated at Calgary, Alberta this 23rdday of March, 2026.

By order of the Board of Directors (signed) “Trevor Haynes”

Chairman, President and Chief Executive Officer

GENERAL INFORMATION 1

Introduction 1

Forward-looking Statements 1

Non-GAAP Financial Measures 2

GLOSSARY OF TERMS 4

PROXY SOLICITATION AND VOTING 7

Solicitation of Proxies 7

Registered Shareholders of Common Shares 7

Advice to Beneficial Holders of Common Shares 7

Revocability of Proxy 8

Persons Making the Solicitation 9

Exercise of Discretion by Proxy 9

Notice-and-Access 9

Participation at the Meeting 9

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF 10

MATTERS TO BE ACTED UPON AT THE MEETING 11

Election of Directors 11

Majority Voting for Directors 12

Advance Notice By-Law 12

Additional Disclosure Relating to Proposed Directors 13

Appointment of Auditors 13

STATEMENT OF EXECUTIVE COMPENSATION 14

Named Executive Officers of the Company 14

Compensation Program Highlights 14

Compensation Governance 14

Composition of our Compensation Committee 14

Compensation Committee Mandate 15

Review of Risks Associated with Compensation Policies and Practices 16

Short Sales, Puts, Calls and Options 17

Mandatory Equity Ownership Requirements 17

COMPENSATION DISCUSSION AND ANALYSIS 18

Objectives and Principles of Executive Compensation Program 18

Compensation Benchmarking 19

Elements of Our Executive Compensation Program 20

Base Salary 21

Short-Term Incentive Compensation – Annual Cash Bonuses 21

Corporate Performance Metrics 22

Business Unit and Individual Performance 23

Short-Term Incentive Award Calculations 23

Medium- and Long-Term Incentive Compensation 24

(continued)

Stock Options 24

Incentive Awards 24

Other Executive Benefits 25

Performance Graph 25

Summary Compensation Table 26

Incentive Plan Awards 28

Outstanding Option-based and Share-based Awards 28

Incentive Plan Awards – Value Vested or Earned During the Year 29

Termination and Change of Control Benefits 30

Incentive Plans 31

Share Option Plan 31

Award Plan 33

Securities Authorized for Issuance Under Equity Compensation Plans 37

Annual Burn Rate for Equity Compensation Plans 38

DIRECTOR COMPENSATION 38

DSU Plan 39

Directors’ Summary Compensation Table 40

Directors’ Outstanding Option-Based Awards and Share-Based Awards 41

Directors’ Incentive Plan Awards – Value Vested or Earned During the Year 42

Non-Management Director Share Ownership Guidelines 42

CORPORATE GOVERNANCE DISCLOSURE 43

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 55

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 56

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 56

OTHER MATTERS 56

ADDITIONAL INFORMATION 56

APPENDIX A BOARD MANDATE..................................................................................................................... A-1

This information circular (“Circular”) is furnished in connection with the solicitation of proxies by or on behalf of the management of Black Diamond Group Limited (“Black Diamond”, the “Company”, “our”, “we” and “us”) for use at the annual meeting (the “Meeting”) of holders (“Shareholders”) of common shares (“Common Shares”) of Black Diamond to be held on Thursday, May 7, 2026, at 1:00 p.m. (Calgary time) in a virtual meeting format only, by way of live audio-only webcast at https://meetings.lumiconnect.com/400-728-451-648 and any adjournment thereof for the purposes set forth in the accompanying Notice of Annual Meeting.

No person has been authorized to give any information or make any representation in connection with any of the matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

Information contained or otherwise accessed through Black Diamond’s website, or any website, does not constitute

part of this Circular.

This Circular does not constitute an offer to sell or a solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation of an offer or a proxy solicitation. Neither the delivery of this Circular nor any distribution of the securities referred to in this Circular will, under any circumstances, create an implication that there has been no change in the information set forth herein since the date as of which such information is given in this Circular.

All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth under “Glossary of Terms”. The terms and abbreviations used in the other Appendices to this Circular, are defined separately therein. Information contained in this Circular is given as of March 23, 2026 unless otherwise specifically stated. All dollar references in this Circular are in Canadian dollars, unless otherwise indicated.

Certain statements in this Circular, including the documents incorporated by reference herein, are forward-looking statements, including, but not limited to information concerning Black Diamond and other statements that are not historical facts. These statements are based upon certain material factors, assumptions and analyses that were applied in drawing a conclusion or making a forecast or projection, including Black Diamond’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that are believed to be reasonable in the circumstances. Forward-looking statements are provided for the purpose of presenting information about current expectations and plans of management of Black Diamond relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes.

These statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of Black Diamond. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “intends”, “targets”, “projects”, “forecasts”, “seeks”, “likely” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”.

These forward-looking statements include statements with respect to the timing of the Meeting, the matters to be considered at the Meeting, and other related statements. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur. Forward-looking statements are subject to risks, uncertainties and assumptions, including those discussed elsewhere in this Circular. Although Black Diamond believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Some of the risks which could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include: risks inherent in Black Diamond’s businesses; risks inherent in the United States to Canadian dollar and Australian to Canadian dollar exchange rates; risks inherent in the prices for services and government fiscal regimes; and the risk that actual results will vary from the results forecasted and such variations may be material.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this Circular are made as of the date of this Circular and Black Diamond undertakes no obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise, unless so required by applicable Securities Laws.

This Circular makes references to non-GAAP financial measures that do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers for these non-GAAP financial measures. Non-GAAP financial measures are used to assist investors in understanding Black Diamond’s operating results that may not be evident when relying solely on the GAAP financial measures. Black Diamond believes securities analysts, investors and other interested parties frequently use non-GAAP financial measures in the evaluation of the Company’s results. Black Diamond uses non-GAAP financial measures to evaluate operating results from period to period, as internal reporting key performance indicators, and to determine elements of management compensation. These non-GAAP financial measures include Adjusted EBITDA, Adjusted EBIT, Return on Assets (EBIT/Net Book Value (“NBV”)) and Adjusted Earnings per Share. The definitions and reconciliations of Adjusted EBITDA and Adjusted EBIT are disclosed on pages 47-52 of the Company’s management’s discussion and analysis for the fiscal year ended December 31, 2025.

Return on Assets (EBIT/NBV) and Adjusted Earnings per Share are not disclosed in the Company’s management’s

discussion and analysis and hence are provided below.

Return on Assets (EBIT/NBV) is a non-GAAP ratio and does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other issuers. Return on Assets (EBIT/NBV) is calculated by Adjusted EBIT (before non-recurring ERP (Enterprise Resource Management) implementation and related costs and acquisition costs) divided by average net book value of property, plant and equipment, intangibles and goodwill. Management believes that Return on Assets (EBIT/NBV) is a useful measure, aligning with our strategy and appropriate for measuring annual performance.

(1) This relates to the costs incurred for implementation of a new ERP system and are included in administrative expenses; the first phase of the implementation went live on May 1, 2024 and the second phase commenced on October 1, 2024.

Adjusted Earnings per Share is calculated by profit plus non-recurring ERP implementation and related costs divided by weighted average shares outstanding. Management believes that Adjusted Earnings per Share is a useful measure, aligning with our strategy and appropriate for measuring annual performance.

Unless the context otherwise requires, when used in this Circular, the following terms shall have the meanings set forth below.

“ABCA” means the Business Corporations Act, R.S.A. 2000, c. B-9, as amended, including the regulations promulgated thereunder;

“Award Plan” means Black Diamond’s restricted and performance award incentive plan dated as of March 4, 2015, as amended and restated effective as of February 7, 2017 and as of April 2, 2018;

“Award Value” has the meaning ascribed thereto under the heading “Statement of Executive Compensation-

Incentive Plans – Award Plan”;

“Black Diamond” means Black Diamond Group Limited, a corporation formed under the Laws of the province of Alberta;

“Black-Out Period” has the meaning ascribed thereto under the heading “Statement of Executive Compensation-

Incentive Plans – Share Option Plan”;

“Board of Directors” or “Board” means the board of directors of Black Diamond;

“Business Day” means, with respect to any action to be taken, any day, other than a Saturday, Sunday or a statutory

holiday in Calgary, Alberta;

“Cash Bonus Plan” has the meaning ascribed thereto under the heading “Statement of Executive Compensation-

Compensation Program Highlights”;

“Cashless Exercise” has the meaning ascribed thereto under the heading “Statement of Executive Compensation-

Incentive Plans – Share Option Plan”;

“Circular” means the notice of the Meeting and this management information circular, including all schedules, appendices and exhibits hereto;

“Common Shares” means the common shares in the capital of Black Diamond; “Compensation Committee” means the compensation committee of Black Diamond;

“Conversion” means the reorganization and restructuring of Black Diamond Income Fund into Black Diamond on December 31, 2009;

“DSU” means a deferred share unit granted pursuant to the DSU Plan;

“DSU Plan” means Black Diamond’s directors’ deferred share unit plan effective as of March 2, 2016;

“Equity Compensation Plans” means, collectively, the: (i) Option Plan; (ii) Award Plan; (iii) DSU Plan; and

(iv) Share Appreciation Rights Plan, or any one of them as the context requires;

“ESGNC” means the Environmental, Social and Governance and Nominating Committee of Black Diamond;

“Form 58-101F1 Disclosure” means Form 58-101F1 – Corporate Governance Disclosure which sets out the specific information relating to corporate governance practices required to be disclosed by certain non-venture issuers in accordance with NI 58-101;

“GAAP” means accounting principles generally accepted in Canada applicable to public companies at the relevant

time and which incorporates IFRS as adopted by the Canadian Accounting Standards Board;

“Governmental Entity” means: (i) any supranational, international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, minister, government in council, agency, central bank, court, tribunal, arbitral body, office, Crown corporation, commission, commissioner, board, bureau or agency, whether domestic or foreign; (ii) any subdivision, agent or authority of any of the foregoing; or (iii) any quasi-governmental or private body, including any tribunal, commission, stock exchange, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority (including the TSX);

“Grantees” has the meaning ascribed thereto under the heading “Statement of Executive Compensation– Incentive Plans – Award Plan”;

“IFRS” means International Financial Reporting Standards;

“Incentive Award” means a Restricted Award or Performance Award granted pursuant to Black Diamond’s Award

Plan;

“Laws” means, with respect to any person, any and all applicable laws (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise;

“LodgeLink” means LodgeLink Inc., a corporation incorporated under the Laws of the Province of Alberta and a wholly-owned subsidiary of Black Diamond;

“Mandatory Equity Ownership Policy” has the meaning ascribed thereto under the heading “Statement of ExecutiveCompensation– Mandatory Equity Ownership Requirements”;

“Maturity Date” has the meaning ascribed thereto under the heading “Director Compensation - DSU Plan”;

“MSS” means Modular Space Solutions, an operating business unit of Black Diamond;

“Named Executive Officer” or “NEO” has the meaning ascribed thereto under the heading “Statement of ExecutiveCompensation– Named Executive Officers of the Company”;

“NI 58-101” means National Instrument 58-101 – Disclosure of Corporate Governance Practices;

“Northern Frontier” means Northern Frontier Services Corp.;

“Notice-and-Access Provisions” has the meaning ascribed thereto under the heading “Proxy Solicitation and Voting

– Notice-and-Access”;

“Odyssey” means Odyssey Trust Company, the transfer agent of the Company, located at Traders Bank Building, 702 – 67 Yonge Street, Toronto, Ontario M5E 1J8;

“Option Plan” means the share option plan of Black Diamond dated effective May 2, 2012, as amended and restated effective as of February 7, 2017 and as of April 2, 2018;

“Options” means options to purchase Common Shares issued pursuant to the Option Plan;

“Order” has the meaning ascribed thereto under the heading “Matters to be Acted Upon at the Meeting– Election ofDirectors– Additional Disclosure Relating to Proposed Directors”;

“Performance Award” means a performance award granted pursuant to the Award Plan; “Record Date” means March 23, 2026;

“Registered Shareholder” means a registered holder of the Common Shares; “Restricted Award” means a restricted award granted pursuant to the Award Plan; “SAR” means a SAR granted pursuant to the Share Appreciation Rights Plan;

“Securities Act” means the Securities Act (Alberta) and the rules, regulations and instruments made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Securities Laws” means the Securities Act and all other applicable Canadian provincial and territorial securities Laws, and the rules and regulations and published policies under the foregoing and applicable stock exchange rules and listing standards of the TSX;

“SEDAR+” means the System for Electronic Data Analysis and Retrieval+;

“Service Providers” has the meaning ascribed thereto under the heading “Statement of Executive Compensation-

Incentive Plans – Award Plan”;

“Share Appreciation Rights Plan” means the share appreciation rights plan of LodgeLink dated as of July 17, 2017, as amended and restated effective as of March 5, 2019 and November 14, 2023;

“Shareholders” mean those persons who hold Common Shares;

“STIP” has the meaning ascribed thereto under the heading “Compensation Discussion and Analysis – Elements of Our Executive Compensation Program – Short-Term Incentive Compensation – Annual Cash Bonuses”;

“Surrender Offer” has the meaning ascribed thereto under the heading “Statement of Executive Compensation-

Incentive Plans – Share Option Plan”;

“TSX” means the Toronto Stock Exchange;

“United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United

States, and the District of Columbia; and

“WFS” means Workforce Solutions, an operating business unit of Black Diamond.

Only Registered Shareholders at the close of business on the Record Date are entitled to notice of, and to participate in and vote at, the Meeting, unless a Shareholder has transferred any Common Shares subsequent to that date and the transferee Shareholder, not later than ten (10) days before the Meeting, establishes ownership of such Common Shares and demands that the transferee’s name be included on the list of Registered Shareholders entitled to vote at the Meeting.

The instrument appointing a proxy must be in writing and must be executed by you or your attorney authorized in writing or, if you are a corporation, under your corporate seal or by a duly authorized officer or attorney of the corporation.

The persons named in the enclosed form of proxy are officers of Black Diamond. As a Shareholder, you have the right to appoint a person or company (who need not be a Shareholder) to represent you at the Meeting other than the person or persons designated in the form of proxy furnished by Black Diamond. To exercise this right, you should insert the name of the desired representative in the blank space provided on the form of proxy and strike out the other names or submit another appropriate proxy. Registered Shareholders are requested to date and sign the enclosed form of proxy and return it to Odyssey: (i) by mail using the envelope provided; or (ii) by hand delivery to the attention of Odyssey Trust Company, Traders Bank Building, 702 – 67 Yonge Street, Toronto, Ontario M5E 1J8. Alternatively, you may vote by internet using https://vote.odysseytrust.com.

In order to be valid, proxies must be received by Odyssey not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof. The time limit for deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.

If you are a Registered Shareholder and are unable to personally participate in the Meeting, please exercise your right to vote by proxy. In order to be effective, the proxy must be submitted to our transfer agent, Odyssey, as follows:

1. through the internet at https://vote.odysseytrust.com;

2. by facsimile to 1-800-517-4553; or

3. by mail or hand delivery to Odyssey Trust Company, Traders Bank Building, 702 – 67 Yonge Street, Toronto, Ontario M5E 1J8.

Registered Shareholders will require the 12-digit control number found on the form of proxy in order to vote through the internet.

The information set forth in this section is of significant importance to you if you do not hold your Common Shares in your own name. Only proxies deposited by Shareholders whose names appear on our records as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in your account statement provided by your broker, then in almost all cases, those Common Shares will not be registered in your name on our records. Such Common Shares will likely be registered under the name of your broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS

& Co., the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms. Common Shares held by your broker or their nominee can only be voted upon your instructions. Without specific instructions, your broker or their nominee is prohibited from voting your Common Shares. We do not know for whose benefit the Common Shares registered in the name of CDS & Co. are held. The majority of Common Shares held in the United States are registered in the name of Cede & Co., the nominee for the Depository Trust Company, which is the United States equivalent of CDS Clearing and Depository Services Inc.

Applicable regulatory policy requires your broker to seek voting instructions from you in advance of the Meeting. Every broker has its own mailing procedures and provides its own return instructions, which you should carefully follow in order to ensure that your Common Shares are voted at the Meeting. Often, the form of proxy supplied by your broker is identical to the form of proxy provided to Registered Shareholders however, its purpose is limited to instructing the Registered Shareholder how to vote on your behalf. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc., which mails a scannable voting instruction form in lieu of the form of proxy. You are asked to complete and return the voting instruction form to them by mail or facsimile. Alternately, you can call their toll-free telephone number or access the internet to vote your Common Shares. They then tabulate the results of all instructions received and provide appropriate instructions respecting the voting of such Common Shares to be represented at the Meeting. If you receive a voting instruction form from Broadridge Financial Solutions Inc. it cannot be used as a proxy to vote Common Shares directly at the Meeting, as the proxy must be returned to Broadridge Financial Solutions Inc. well in advance of the Meeting in order to have the Common Shares voted.

Although you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your broker (or the broker’s agent), you may participate in the Meeting as a proxyholder for the registered holder and vote your Common Shares in that capacity. If you wish to participate in the Meeting and indirectly vote your Common Shares as proxyholder for the Registered Shareholder, you should enter your own name in the blank space on the form of proxy provided to you and return the document to your broker (or the broker’s agent) in accordance with the instructions provided by your broker (or the broker’s agent), well in advance of the Meeting.

Duly appointed proxyholders who log in to the Meeting online will be able to listen and securely vote through a web-based platform, provided that they are connected to the internet and follow the instructions set out in this Circular. Beneficial owners who wish to appoint a proxyholder to represent them at the Meeting must submit their duly completed proxy or voting instruction form as described above AND register the proxyholder with Black Diamond’s transfer agent, Odyssey, as described below. Registering the proxyholder is an additional step once the beneficial owner has submitted their proxy/voting instruction form. Failure to register the proxyholder (as the person you have designated to participate in the Meeting, who could be yourself or another person) with Odyssey will result in that proxyholder not receiving a username to participate in the Meeting.

Beneficial owners who have not duly appointed themselves as proxyholder will not be able to participate in the Meeting.

authorized officer or attorney of the corporation. To be effective the instrument in writing must be deposited at our head office at any time up to and including the last Business Day before the day of the Meeting, or any adjournment thereof, at which the proxy is to be used.

The Common Shares represented by proxy in favour of management nominees will be voted on any matter at the Meeting. Where you specify a choice with respect to any matter to be acted upon the Common Shares will be voted or withheld from voting on any matter in accordance with the specification so made. If you do not provide instructions, your Common Shares will be voted FOR all matters to be acted upon as set out herein. The persons appointed under the form of proxy which we have furnished are conferred with discretionary authority with respect to amendments or variations of those matters specified in the form of proxy and Notice of Annual Meeting and with respect to any other matters which may properly be brought before the Meeting or any adjournment thereof. At the time of printing this Circular, we know of no such amendment, variation or other matter.

We have elected to use the “notice-and-access” provisions under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer (the “Notice-and-Access Provisions”) for the Meeting to those of you who do not hold your Common Shares in your own name. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that we must physically mail to you by allowing us to post our Circular in respect of the Meeting and related materials online.

We have also elected to use procedures known as “stratification” in relation to our use of the Notice-and-Access Provisions. Stratification occurs when we, while using the Notice-and-Access Provisions, provide a paper copy of our notice of Meeting and Circular and a paper copy of our consolidated financial statements and related management’s discussion and analysis to some of our Shareholders. In relation to the Meeting, Registered Shareholders will receive a paper copy of each of the notice of the Meeting, this Circular, our consolidated financial statements and related management’s discussion and analysis and a form of proxy whereas our Shareholders who do not hold their Common Shares in their own name will receive only a notice-and-access notification and a voting instruction form. Furthermore, a paper copy of our consolidated financial statements and related management’s discussion and analysis in respect of our most recent financial year will be mailed to those Shareholders who do not hold Common Shares in their own name but who have previously requested to receive paper copies of our financial information.

The Meeting will be hosted online by way of a live audio-only webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information Shareholders will need to attend the online Meeting is provided below. The Meeting will be held on Thursday, May 7, 2026, at 1:00 p.m. (Calgary time).

In order to attend the Meeting, Shareholders and duly appointed proxyholders can attend the Meeting online by going to https://meetings.lumiconnect.com/400-728-451-648.

• Registered Shareholders and duly appointed proxyholders can participate in the Meeting by clicking “I have a login” and entering a Control Number or a Username before the start of the Meeting. The password to the Meeting is bd2026 (case sensitive).

  • Registered Shareholders: the 12-digit control number is located on the form of proxy or in the email notification you received.

  • Duly appointed proxyholders: Odyssey will provide the proxyholder with a Username after the voting deadline has passed.

• Attending and voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders.

• Non-Registered Shareholders who have not appointed themselves as proxyholders to participate and vote at the Meeting may login as a guest, by clicking on “Guest” and completing the online form; however, they will not be able to vote or submit questions.

Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their proxy or voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting.

Registered Shareholders and duly appointed proxyholders may ask questions at the Meeting and vote by completing a ballot online during the Meeting. If you plan to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting. You should allow ample time to login to the Meeting online and complete the check-in procedures.

We are authorized to issue an unlimited number of Common Shares without nominal or par value for such consideration as may be determined by resolution of our Board of Directors. As at March 23, 2026, there were 69,262,150 Common Shares issued and outstanding. As a holder of Common Shares, you are entitled to one vote for each Common Share held on all matters to be considered and acted upon at the Meeting or any adjournment thereof.

We are also authorized to issue an unlimited number of preferred shares, issuable in series. Each series is issuable upon the terms and conditions as set by our Board of Directors at the time of creation, subject to the class priorities. As at March 23, 2026, there were no preferred shares issued and outstanding.

To the knowledge of our directors and officers, as at March 23, 2026, no person or company beneficially owned, or controlled or directed, directly or indirectly, Common Shares carrying more than 10% of the votes attached to all of the issued and outstanding Common Shares, except as set forth below.

Edward Hume Kernaghan 7,953,400 11.5%

At the Meeting, Shareholders will be asked to elect seven (7) directors to hold office until the next annual meeting or until their successors are elected or appointed. There are currently eight (8) directors of the Company, each of whom, other than Barbara J. Kelley, will stand for re-election at the Meeting.

Unless otherwise directed, it is the intention of management to vote proxies in the accompanying form in favour of the election as directors of the seven (7) nominees hereinafter set forth. The accompanying form of proxy provides for individual voting on directors.

Trevor Haynes Edward H. Kernaghan Brian Hedges Leilani Latimer

Robert J. Herdman Steven Stein Robert Wagemakers

If for any reason any of the proposed nominees does not stand for election or is unable to serve as such, the management designees, if named as proxy, reserve the right to vote for any other nominee in their sole discretion unless you have specified in your proxy that your Common Shares are to be withheld from voting on the proposed nominee who does not stand for election.

The following information relating to the nominees as directors is based partly on our records and partly on information received by Black Diamond from the nominees and sets forth the names and province/state and country of residence of all of the persons nominated for election as directors, the periods during which they have served as directors, their principal occupations or employments during the five (5) preceding years and the approximate number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by each of them as of March 23, 2026.

Trevor Haynes Alberta, Canada

Brian Hedges(3)Ontario, Canada

Robert J. Herdman(4)Alberta, Canada

Edward H. Kernaghan(3)(5)(6)Ontario, Canada

Leilani Latimer(4)California, United States

October 7, 2009 Chairman, President and Chief Executive Officer of

Black Diamond Group Limited.

March 4, 2021 Mr. Hedges served as President and CEO of Russel

Metals Inc. from 2009 until his retirement in 2019 and is currently on the Board of Directors of Russel Metals (since 2009). Prior to being appointed as the President and CEO of Russel Metals, Mr. Hedges was the Executive Vice President and COO from 2008 to 2009. Prior to that, he was the Executive Vice President and CFO from 1994 to 2007.

March 7, 2012 Independent businessman since July 1, 2010 and prior

thereto, Partner of PricewaterhouseCoopers LLP (accounting firm).

March 8, 2018 Executive Vice President at Kernaghan & Partners Ltd.

since January 2015.

March 4, 2021 Ms. Latimer served as Chief Commercial & Marketing

Officer of Fair Trade, USA from 2021 to 2023. Previously she was Chief Marketing & Commercial Officer of Earlens Corporation (from February 2019 to January 2021) and spent 25 years in various senior management positions with Sabre Inc. Ms. Latimer previously served as an Independent Director role at Rayont Inc. from April 2021 to April 2022. Currently a

5,076,837

30,000

Nil

7,953,400

Nil

member of the Advisory Board of Fiuturx (since July 2023) and FoodMesh (since October 2024) and non-executive director of Sedex Holdings Limited (since September 2024).

Steven Stein(4)Alberta, Canada

October 7, 2009 President & Director of Remote Power Corp since

January 1, 2021. Director of Terra Water Systems, Inc. prior to September 2019.

742,340

Robert Wagemakers(3)(5)(7)Alberta, Canada

November 11, 2009 Independent businessman since July 31, 2013. 441,911

1. Black Diamond Income Fund was managed by Black Diamond Group Inc. until the Conversion. Prior to the Conversion, Messrs. Wagemakers, Haynes and Stein were directors of Black Diamond Group Inc. since June 2006.

2. Each director will hold office until the next annual meeting or until their successor has been duly elected or appointed.

3. Member of our Compensation Committee.

4. Member of our Audit Committee.

5. Member of our ESGNC.

6. Edward H. Kernaghan is a 10% Shareholder of the Company. See “Voting Shares and Principal Holders Thereof”.

7. Mr. Wagemakers is the Lead Director of the Board.

‌Majority Voting for Directors

Our Board of Directors has adopted a majority voting policy stipulating that if the votes in favour of the election of a director nominee at a Shareholders’ meeting represent less than a majority of our Common Shares voted and withheld, the nominee will submit his or her resignation immediately after the meeting, for our ESGNC’s consideration. Our ESGNC will make a recommendation to our Board of Directors after reviewing the matter, and our Board’s decision to accept or reject the resignation offer will be disclosed to the public, within ninety (90) days of the applicable Shareholders’ meeting. Resignations are expected to be accepted except in situations where exceptional circumstances would warrant the applicable director to continue to serve as a Board member. The resignation will be effective when accepted by the Board. The nominee will not participate in any committee or Board deliberations on the resignation offer. The policy does not apply in circumstances involving contested director elections.

‌Advance Notice By-Law

Our Board adopted By-law No. 2 relating to the provision of advance notice of nominations of our directors (the “Advance Notice By-law”), which was approved by our Shareholders at the annual general and special meeting held on May 7, 2015. The Advance Notice By-law sets forth procedures that must be followed by any Shareholder who intends to nominate any person for election as a director of the Company, other than pursuant to a proposal made in accordance with the ABCA, or a requisition of a Shareholder meeting made pursuant to the ABCA. The Advance Notice By-law stipulates a deadline by which our Shareholders must notify the Company of their intention to nominate directors and sets out the information that our Shareholders must provide regarding each director nominee and the nominating Shareholder in order for the requirements of the Advance Notice By-law to be met. These requirements are intended to provide all Shareholders, including those voting by proxy, with the opportunity to evaluate the nominees and vote in an informed and timely manner regarding said nominees. The Advance Notice By-law also ensures orderly and efficient Shareholder meetings by providing a structured and transparent framework for nominating directors. No person nominated by a Shareholder will be eligible for election as a director of the Company unless nominated in accordance with the provisions of the Advance Notice By-law. A copy of the Advance Notice By-law is available on our SEDAR+ profile at https://www.sedarplus.ca.

‌Additional Disclosure Relating to Proposed Directors

Bankruptcies

To our knowledge, except as described below, no proposed director (nor any personal holding company of any of such persons): (i) is, as of the date of this Circular, or has been within the ten (10) years before the date of this Circular, a director or executive officer of any company (including us) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within the ten (10) years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Mr. Haynes, the Chairman, President and Chief Executive Officer of Black Diamond, served as a director of Northern Frontier, an industrial and environmental services company, until July 12, 2016. On July 14, 2016, a secured creditor of Northern Frontier was granted an order under the Bankruptcy and Insolvency Act (Canada) appointing a receiver to take possession of all of Northern Frontier’s current and future assets.

Cease Trade Orders

To our knowledge, except as described below, no proposed director (nor any personal holding company of any of such persons) is, as of the date of this Circular, or was within ten (10) years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including us), that: (i) was subject to a cease trade order (including a management cease trade order), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than thirty (30) consecutive days (collectively, an “Order”), that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Mr. Haynes, served as a director of Northern Frontier until July 12, 2016. On September 6, 2016, the Alberta Securities Commission issued a cease trade order against Northern Frontier for failure to file the required periodic disclosure and certification of interim filings for the interim period ended June 30, 2016.

Penalties or Sanctions

To our knowledge, no proposed director (nor any personal holding company of any of such persons), has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

At the Meeting, Shareholders will be called upon to appoint the firm of Ernst & Young LLP, Chartered Professional Accountants, to serve as our auditors until the next annual meeting of our Shareholders and to authorize our directors to fix their remuneration as such. Ernst & Young LLP, Chartered Professional Accountants, have been our auditors since incorporation on October 7, 2009 and were the auditors of Black Diamond Income Fund since its formation on June 27, 2006.

Our directors recommend that Shareholders vote for the appointment of Ernst & Young LLP, Chartered Professional Accountants, as our auditors, at a remuneration to be fixed by our directors.

Unless otherwise directed, it is the intention of the management designees to vote the proxies in favour of an ordinary resolution to appoint the firm of Ernst & Young LLP, Chartered Professional Accountants, to serve as our auditors until the next annual meeting of the Shareholders and to authorize our directors to fix their remuneration as such.

The information required by Form 52-110F1 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, including information regarding the fees billed to the Company by Ernst & Young LLP, Chartered Professional Accountants, Calgary, Alberta, is contained in our annual information form for the year ended December 31, 2025, under the heading “Audit Committee Information”, an electronic copy of which is available on our SEDAR+ profile at www.sedarplus.ca.

The following section of this Circular discusses Black Diamond’s approach to the compensation paid to our President and Chief Executive Officer (“CEO”), Executive Vice President and Chief Financial Officer; and the next three most highly compensated executive officers, during the year ended December 31, 2025, whose total compensation was more than $150,000 (each a “Named Executive Officer” or “NEO” and collectively, the “Named Executive Officers” or “NEOs”).

• Alignment with Shareholders – The Compensation Committee has focused on providing our NEOs with equity-based compensation that will deliver value to NEOs as value is received by the Company’s shareholders.
• Pay for Performance – With the focus on equity-based incentives, the majority of our NEOs’ compensation is at-risk. Approximately 78% of the President and CEO’s and an average of 65% of the other NEOs’ total target direct compensation is at-risk, meaning that the majority of executive compensation is performance-dependent and fluctuates with shareholder value.
• Caps on Incentive Payouts – Payouts under the 2025 annual cash bonus plan (the “Cash Bonus Plan”) are between 0%-150% of the target award. The target award is 125% of salary for our President and CEO and 100% of salary for the remaining NEOs.
• Share Ownership Requirements – The Company has implemented share ownership requirements for our NEOs (three times annual base salary for our President and CEO and two times annual base salary for the remaining NEOs). Ownership guidelines have also been implemented for the Board of Directors (three times annual retainer).

‌Composition of our Compensation Committee

Our Compensation Committee is comprised of Brian Hedges (Chair), Robert Wagemakers and Edward Kernaghan, all of whom are “independent” directors for the purposes of NI 58-101. The following table sets forth the relevant skills and experience of each current member of our Compensation Committee that enables such member to make decisions on the suitability of our compensation policies and practices.

Brian Hedges (Chair) Mr. Hedges’ skills and experience that enable him to make decisions on the suitability of our compensation policies and practices are derived from extensive experience designing and implementing pay for performance compensation plans for all levels in large decentralized organizations. He has extensive experience with the disclosure and communication of senior compensation plans to all stakeholders.

Robert Wagemakers Mr. Wagemakers’ skills and experience that enable him to make decisions on the suitability of our compensation policies and practices are derived from more than 40 years’ experience in the oil and natural gas sector, most recently from July 31, 2011 to July 30, 2012 as a Special Consultant to Nabors Drilling, a division of Nabors Canada and from 2001 to July 2011, Vice President, Marketing of Nabors Drilling. Mr. Wagemakers was Vice President, Operations with Command Drilling Corporation from 2000 to 2001; prior thereto, he was President of Partner Rentals Ltd. from 1997 to 2000. Prior thereto, Mr. Wagemakers held various management positions with a number of drilling companies. In 2013, Mr. Wagemakers completed the program offered by the Institute of Corporate Directors and is entitled to use the designation ICD.D.

Edward Kernaghan Mr. Kernaghan’s skills and experience that enable him to make decisions on the suitability of our compensation policies and practices are derived from his experience as a member and Chair of the compensation committee for various public companies. Mr. Kernaghan is currently the Chair of the compensation committee for Velan Inc. (being a committee member since 2021) and also a member of the compensation committees for Obsidian Energy Ltd. (since 2019) and Exco Technologies Limited (since 2009).

Our Board has adopted a mandate for our Compensation Committee which has the responsibility for reviewing matters relating to the human resource policies and compensation of our directors, officers and employees in the context of our long range strategic framework. Without limiting the generality of the foregoing, the Compensation Committee has the following duties:

1. to review the compensation philosophy and remuneration policy for our officers and to recommend to our Board changes to improve our ability to recruit, retain and motivate employees;

2. to review and recommend to our Board the retainer and fees to be paid to members of our Board;

3. to review and approve corporate goals and objectives relevant to the compensation of our President and Chief Executive Officer, evaluate our President and Chief Executive Officer’s performance in light of those corporate goals and objectives, and determine (or make recommendations to our Board with respect to) our President and Chief Executive Officer’s compensation level based on such evaluation;

4. to recommend to our Board with respect to non-Chief Executive Officer and director compensation, including to review management’s recommendation for proposed Option, share purchase plans and other incentive-compensation plans and equity-based plans for non-Chief Executive Officer and director compensation and make recommendations in respect thereof to our Board;

5. to administer the Option Plan, the Award Plan and other incentive plans approved by the Board in accordance with their terms including recommending (and, if delegated authority thereunder, approving) the grant of Options or other incentive securities in accordance with the terms thereof;

6. to determine and recommend for approval by our Board bonuses to be paid to our officers and employees and to establish targets or criteria for the payment of such bonuses, if appropriate;

7. to review the annual disclosure required by applicable Securities Laws to be made by the Company with respect to compensation including the Compensation Discussion and Analysis required to be included in our information circular – proxy statement and review other executive compensation disclosure before we disclose such information; and

8. to conduct an assessment, at least once a year, of the risks associated with our compensation policies and practices and prepare and submit to our Board annually a report summarizing: (a) the risks identified in such assessment that are reasonably likely to have a material adverse effect on the Company; and (b) the recommendations of our Compensation Committee to mitigate against any potential items identified in such assessment that may be reasonably expected to lead an executive officer to take inappropriate or excessive risks.

The Compensation Committee is required to be comprised of at least three (3) of our directors or such greater number as our Board may determine from time to time. All members of our Compensation Committee are required to be independent as such term is defined for purposes of NI 58-101.

As described herein, the Company’s executive compensation program is administered by our Compensation Committee. In carrying out its mandate, the Compensation Committee reviewed the Company’s elements of compensation to identify any risks arising from the Company’s compensation policies and practices that could reasonably be expected to have a material adverse effect on the Company as well as the practices used to mitigate any such issues. The Compensation Committee concluded that the compensation program and policies of the Company do not encourage our executive officers to take inappropriate or excessive risks. This assessment was based on a number of considerations including, without limitation, the following:

1. the compensation program of the Company is a balance between cash and equity-based compensation which are based both on individual and corporate performance, both financial and non-financial and the overall compensation program is market-based and aligned with the Company’s long-term strategic framework;

2. the Company’s compensation policies and practices are generally uniform throughout the organization and there are no significant differences in compensation structure among our executive officers;

3. the compensation package for executive officers consists of fixed (base salary and perquisites) and variable elements (cash bonus, Options and Incentive Awards) which are designed to balance our short term goals and our long-term interests and are aimed at creating sustainable value for our shareholders;

4. the performance elements of the Cash Bonus Plan for our executive officers are linked to the achievement of our business goals and are reviewed and approved annually by the Compensation Committee;

5. in exercising its discretion granting Options and Incentive Awards, the Compensation Committee reviews individual and corporate performance taking into account the longterm interests of the Company;

6. Options are generally granted annually and vest over a three (3) year period, with 1/3 of the Options vesting on the first anniversary date and 1/3 each year thereafter, which further mitigates any short-term risk-taking potential;

7. Incentive Awards are generally granted annually and vest over a period of time, which further mitigates any short-term risk-taking potential; and

8. the results of annual performance assessments of individual contributions of executive officers are reviewed and considered in awarding bonuses under the Cash Bonus Plan and future compensation.

Our Anti-Hedging Policy provides that our directors, officers and all of our employees, shall not knowingly sell, directly or indirectly, a security of the Company if such person selling such security does not own or has not fully paid for the security to be sold. In addition, the Anti-Hedging Policy provides that our directors, officers and employees shall not, directly or indirectly, engage in short selling in Common Shares or purchase financial instruments (including, for greater certainty, puts, options, calls, prepaid variable forward contracts, equity swaps, collars or units of exchange funds) that are designed to hedge or offset a change in the market value of Common Shares or other securities of the Company held by the person. For the purposes of our Anti-Hedging Policy, short selling does not include a sale of Common Shares not currently owned so long as the seller owns an immediately exercisable Option to acquire the number of Common Shares sold, and the sale and exercise is conducted in accordance with the Company’s approved procedures for the exercise of Options under our official Equity Compensation Plans such as the Option Plan.

In April 2018, the Company adopted a policy (the “Mandatory Equity Ownership Policy”) pursuant to which directors and certain senior officers of the Company are required to own a significant number of Common Shares or Common Share equivalents in order to further align their interests with those of the Shareholders. Our NEOs must achieve and maintain a value of two (2) to three (3) times each NEO’s respective base annual salary through the ownership of Common Shares or Incentive Awards. Our NEOs have five (5) years from the date of inception of the policy, or upon becoming a NEO, to achieve this minimum level of equity ownership. The value held shall be determined each year, based on the greater of the initial acquisition cost of the Common Shares and/or Incentive Awards and the then market price of the Common Shares on the TSX. Options do not count toward the equity ownership requirement of the NEOs. The Common Shares, Incentive Awards or similar Common Share equivalents of the Company held to comply with the equity ownership requirement shall not be the object of specific monetization procedures or other hedging procedures to reduce or offset a decrease in the market value of his or her holding, either directly or indirectly.

Additional details of the Mandatory Equity Ownership Policy and of our NEOs’ progress around ownership

guidelines as of March 23, 2026, are presented below.

1. Number of Incentive Awards outstanding as of March 23, 2026. Performance Awards are valued assuming third quartile performance results (100% vesting). These figures do not include any Options held by NEOs.

2. Calculated based on the number of Common Shares held and the closing price of the Common Shares on the TSX on March 23, 2026, which was $15.76 per Common Share.

3. The minimum share ownership requirements are also met by each NEO based solely on their Common Share holdings.

The objectives of our executive compensation program are threefold, namely: (i) pay for performance in terms of aligning compensation in the short- and long-term to the successful implementation of our strategic plans and annual objectives; (ii) align the interests of management with Shareholders over the long-term via the use of equity-based incentives; and (iii) enable the Company to attract and retain highly qualified and experienced individuals to serve as executive officers.

Flowing from the Compensation Committee’s pay-for-performance philosophy, salaries are generally positioned near the median levels of the competitive market while variable compensation opportunity (short-, medium- and long-term incentives) is structured to allow executives to receive above-market total compensation for superior operational and financial performance and sustained Shareholder value creation. Our Compensation Committee also recognizes that the Company’s executive compensation program must be sufficiently flexible in order to adapt to unexpected developments in the industries in which we operate and the impact of internal and market related occurrences from time to time.

Grow MSS • Black Diamond continued to drive profitable growth in MSS, with revenue of $223.8 million remaining flat in 2025 compared to$224.0 million in 2024; and Adjusted EBITDA up 7% to $82.9 million from $77.8 million in 2024.

Scale LodgeLink • LodgeLink continued to grow both its customer base and supply network while making further market share gains in the U.S and expansion into the Asia Pacific region. Net revenue in LodgeLink grew 25% to $14.2 million in 2025 from $11.4 million in 2024.

Unlock WFS Operating Leverage • WFS revenue of $233.1 million increased 30% from 2024, and WFS

Adjusted EBITDA of $67.4 million increased 16% from 2024. WFS growth and profitability was further supported by the acquisition of Royal Camp Services Inc. on November 12, 2025.

Operational Excellence • Continued to progress operational excellence initiatives across the business

to institutionalize efficient fleet management, while also beginning a new ERP system implementation to further drive operational efficiencies.

Employee Engagement • Ongoing focus on upholding and reinforcing Black Diamond’s values-

based, safety-conscious and high-performance culture, underpinned by intentional leadership training and effective and transparent communications. Continued enhancements in employee engagement through formal career development plans, employee recognition events and community investment initiatives.

In order to attract and retain the highly qualified and experienced individuals required to achieve the Company’s goals, Black Diamond needs to ensure that its executive compensation programs are market competitive. Our Compensation Committee uses a benchmarking group that includes comparable companies Black Diamond competes with for talent and business.

Black Diamond’s benchmarking group is determined using the following criteria:

• Industry: companies providing modular facilities, workforce accommodation and lodging, rentals and related services;
• Ownership: public companies listed on a North American stock exchange;
• Operating Geography: companies that operate in multiple jurisdictions, including international operations; and
• Size: companies of comparable size, but the group also includes a balanced mix of companies that are both larger and smaller than Black Diamond that meet the other criteria.

By reviewing the comparable executive compensation programs and compensation levels at these companies, our Compensation Committee is well positioned to make informed decisions about compensation practices, programs and levels for our executive officers, and to attract and retain highly qualified and experienced individuals to serve as the executive officers required to achieve the Company’s goals.

Benchmarking Group

Badger Infrastructure Solutions Ltd. McGrath RentCorp

Wajax Corporation Target Hospitality Corp.

Tecsys Inc. Civeo Corporation

Dexterra Group Inc. WillScot Holdings Corporation

Pason Systems Inc. CECO Environmental Corp.

Trican Well Service Ltd. H&E Equipment Services, Inc. Major Drilling Group International Inc.

STEP Energy Services Ltd.

The Company offers a total compensation package to our NEOs that is both aligned with our compensation philosophy and with competitive market practice.

Base Salary Cash Forms a baseline level of

compensation for role fulfillment commensurate with the experience, skills and market demand for the executive role and/or incumbent.

Cash Bonus Plan Cash To recognize short-term

(typically annual) efforts and milestone achievement that are designed to link the achievement of personal and annual performance objectives to enhance Shareholder value.

Salaries have historically been determined from analysis of similar positions within Black Diamond’s benchmarking group, the advice of our independent consultant, and each individual’s level of experience in the role, individual performance and level of responsibility. Actual salary levels are set in reference to the Company’s compensation philosophy and relative to the emphasis on other compensation program elements. The Company’s philosophy has been to pay salaries near the median levels of the peer group.

Annual bonus opportunity for each NEO is set in reference to competitive benchmarking group incentive opportunities, the seniority of the NEO’s position and his or her industry experience. Actual bonus payments can range from 0%-150% of bonus target awards. Each NEO’s annual performance is measured against corporate, business unit and individual performance objectives, the weighting of each being dependent upon his or her role in the organization and relative influence over corporate performance objectives. For additional information, see “Short-Term Incentive Compensation – AnnualCash Bonuses” below.

Award Plan Cash or Common Shares

Option Plan Common Shares

Provides for the grant of Restricted Awards and Performance Awards designed to motivate executives to create and grow sustainable Shareholder total return over successive three (3) year performance cycles.

Designed to motivate executives to create and grow sustainable Shareholder return

Restricted Award and Performance Award grants are determined in reference to competitive practice and are granted at such levels that total compensation can achieve above-market levels provided that the Common Share price achieves superior returns. Incentive Awards are typically awarded annually or as otherwise determined by the Compensation Committee. Performance Awards vest upon the achievement and maintenance of certain performance criteria over a three (3) year period, whereas Restricted Awards vest over a three (3) year period, subject to continued employment.

Option award levels are determined in reference to competitive practice and are granted at such levels that total compensation can achieve above-market levels

over long-term performance periods and to facilitate key employee retention.

provided that the Common Share price achieves superior returns. The Compensation Committee sets the term of Options, which cannot exceed five (5) years and generally fixes the vesting terms of Options such that 1/3 of Options granted will vest on each of the first, second and third anniversaries of the grant date or other such vesting schedule that the Compensation Committee chooses.

‌Base Salary

Base salaries are reviewed annually and are set based on market conditions, individual performance, and to facilitate key employee retention. The table below shows each NEO’s annual base salary in 2024 and 2025.

Daryle (Jon) Warren N/A(2)500,000

1. Mr. Redmond received an increase in base salary in 2025 rather than the one-time special Option grant as described in “Compensation Discussion and Analysis – Summary Compensation Table”.

2. Mr. Warren became a NEO following the acquisition of Royal Camp Services Ltd. by the Company on November 12, 2025.

   ‌Short-Term Incentive Compensation – Annual Cash Bonuses

   Our short-term incentive compensation awards under the Cash Bonus Plan (“STIP”) are designed to be based on a comprehensive analysis of corporate, business unit and individual performance, as determined by our Compensation Committee.

   • Corporate performance. Corporate performance is based on two (2) Company-wide performance metrics that are designed to drive achievement of near-term business priorities and financial results for the organization.
   • Business unit performance. Business unit performance is assessed relative to a scorecard of metrics and targets established for each business and its senior management team, as applicable to those objectives relating to the business unit.
   • Individual performance. Individual performance metrics for each of our NEOs are established to align with the financial, strategic and operational priorities related to each executive’s portfolio and their contributions to the overall organization in order to recognize and differentiate individual actions and contributions in final pay decisions.

For 2025, each NEO’s target STIP award and corresponding weighting of corporate, business unit and individual

performance metrics were as follows:

1. 2025 target STIP awards are based on annual base salary as of January 1, 2025.

2. Mr. Warren became a NEO following the acquisition of Royal Camp Services Ltd. by the Company on November 12, 2025. Mr. Warren’s 2025 target STIP (and related performance metric weighting and criteria) was determined by the former board of directors of Royal Camp Services Ltd. His performance against such measures were determined by the Compensation Committee for 2025 and the Compensation Committee will assess Mr. Warren’s performance against corporate, business unit and individual performance metrics for 2026 and future years.

The corporate payout ratio and corporate performance metrics are reviewed annually to select measures that align with our strategy and are appropriate for measuring annual performance. The same corporate component metrics and goals apply to each NEO. In 2025, Adjusted Earnings per Share and Return on Assets (EBIT/NBV)2 equally weighted was used to determine the corporate performance metrics. The threshold for each corporate performance metric must be achieved in order to meet that portion of the corporate performance metric and maximum performance multiplier for the corporate performance measure is 1.5x.

The Compensation Committee believes the use of Adjusted Earnings per Share and Return on Assets (EBIT/NBV) are appropriate measures of financial performance for the Company. Focusing management on these metrics will enhance transparency and achievement of the Company’s goals with respect to growth, profitability, efficiency of capital and cost efficiency, which combine to provide a strong value proposition for Shareholders.

For the purposes of the Company’s 2025 STIP awards, the Adjusted Earnings per Share was determined to be $0.69 and Return on Assets (EBIT/NBV) was determined to be 11.4% resulting in a performance multiplier of 0.98x for the corporate financial metric ratio.

‌2 Adjusted Earnings per Share is a non-GAAP financial measure and Return on Assets (EBIT/NBV) is a non-GAAP ratio.

In the first quarter of 2025, the Compensation Committee established corporate, business unit and individual performance objectives for our NEOs, taking into consideration the Company’s financial and strategic annual and long-term strategic priorities as well as each executive’s portfolio and other factors.

Trevor Haynes N/A N/A Financial, operating, safety and commercial measures to attain short- and long-term strategy

Toby LaBrie N/A

N/A

Financial, operating, safety and commercial measures to attain short- and long-term strategy

Non-financial project initiatives for the combined enterprise

Ted Redmond Modular Space Solutions 0.73x Financial, operating, safety and commercial measures for the

MSS business unit

Mike Ridley Workforce Solutions 1.04x Financial, operating, safety and commercial measures for the

WFS business unit

Daryle (Jon) Warren

Workforce Solutions N/A N/A

Black Diamond continues to grow the business to meet its long-term strategic objectives and delivered good results in 2025 driven by solid operating performance across the business. Awards were calculated based on the formula defined by the plan and no discretion was used by the Compensation Committee to adjust the awards once they were calculated.

Each NEO’s STIP award was calculated as follows (other than Mr. Warren, who did not receive an STIP award for 2025, although he received a bonus of $600,000 from Royal Camp Services Ltd. in 2025 prior to the acquisition of Royal Camp Services Ltd. by the Company on November 12, 2025):

‌Stock Options

Executive officers, along with our officers, employees, consultants and other service providers are eligible to participate in the Option Plan. Currently, Options are only granted to executives of the Company. Options granted under the Option Plan are intended to align such individual’s and Shareholder interests by attempting to create a direct link between compensation and Shareholder return. Participation in the Option Plan rewards overall corporate performance, as measured through the price of our Common Shares. In addition, the Option Plan encourages the retention of key executives and enables executives to develop and maintain a significant ownership position in the Company. As with many similar-sized companies, Options form an integral component of the total compensation package provided to our executive officers. This results in a significant portion of executive compensation being “at risk” and directly linked to the achievement of business results and long-term value creation.

Options are normally recommended by management and approved by the Compensation Committee or our Board upon the commencement of an individual’s employment with the Company based on the level of responsibility within the Company. The Company’s current policy is that additional Option grants are made on an annual basis to ensure that the number of Options granted to any particular individual is commensurate with the individual’s level of ongoing responsibility within the Company and to ensure that one of the primary purposes of the Options, namely retention of the executives, is being maintained. In considering annual grants, the Compensation Committee and our Board has flexibility in the determination of the size of the award and takes into account all relevant circumstances, including the number of Options and/or Incentive Awards held by such individual, the exercise price and implied value of the Options and Incentive Awards, the term remaining on such incentives and the total number of Common Shares reserved for issuance under the Option Plan and the Award Plan on a combined basis. The size of the annual Option award to individual executives is determined by considering individual performance, level of responsibility, authority and overall importance to the Company and the degree to which each executive’s potential and contribution are considered critical to the long-term success of the Company. Options are priced at the five (5) day volume weighted average trading price of the Common Shares immediately preceding the date of grant. The current standard policy of our Board is that Options have a five (5) year term and generally vest at a rate of one-third on each of the first, second and third anniversaries of the date of grant. See “Incentive Plans – Share Option Plan” below for a description of the detailed terms of the Option Plan.

‌Incentive Awards

Executive officers, along with our officers, employees and other service providers are eligible to participate in the Award Plan which provides for the grant of Restricted Awards and Performance Awards. Currently, Incentive Awards are only granted to executives of the Company. Our Board, upon the recommendation of the Compensation, Nominating and Corporate Governance Committee at the time, adopted the Award Plan in March 2015 to supplement the Option Plan. The Compensation, Nominating and Corporate Governance Committee recommendation was based on the belief that there was a need for the Company to establish an incentive arrangement with a stronger retention component than the Option Plan. The Award Plan serves to provide retention incentive for officers, employees and other service providers of the Company and, like the Option Plan, aligns the compensation of management and employees of the Company with the success of the Company and the creation of Shareholder value over the term of the Incentive Awards. In recommending the Award Plan, the Compensation, Nominating and Corporate Governance Committee considered the structure of the Award Plan and concluded that it would not encourage senior executives to take inappropriate or excessive risks that may have a material adverse effect on the Company. In particular, the Incentive Awards vest over time which should help mitigate short-term risk-taking potential.

We commenced the grant of Incentive Awards under the Award Plan in March 2016, thereby providing significant retention value to the Company. Incentive Awards are normally recommended by management and approved by our Compensation Committee or our Board upon the commencement of an individual’s employment with the Company based on the level of responsibility within the Company. Our current policy is that additional grants are