Mr. Trevor Haynes reports

BLACK DIAMOND GROUP LIMITED ANNOUNCES STRATEGIC ACQUISITION OF ROYAL CAMP SERVICES FOR $165 MILLION

Black Diamond Group Ltd. has entered into a definitive share purchase agreement to acquire all of the issued and outstanding shares of Royal Camp Services Ltd. for $165-million, subject to adjustment.

Pursuant to the terms and conditions of the share purchase agreement, the purchase price is payable in cash or, at the option of the vendors of the purchased shares, a combination of cash and up to an aggregate of four million common shares in the capital of Black Diamond, at a deemed price of $12.08 per consideration share based on the 10-day volume weighted average price of Black Diamond's common shares as of the date of the share purchase agreement. The cash portion of the purchase price will be drawn from the company's asset-based credit facility. Closing of the acquisition is subject to the satisfaction of certain regulatory approvals, including but not limited to clearance under the Competition Act (Canada). Black Diamond anticipates completing the acquisition prior to the end of 2025.

The acquisition is expected to be highly accretive to Black Diamond with valuation based on the mid-point of a three-year adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) range for Royal of $31-million to $41-million, excluding anticipated synergies. Management estimates that the fair market value of tangible net assets to be acquired in the acquisition are approximately equivalent to the purchase price.

On combination, Black Diamond anticipates that the acquisition will create a premier integrated workforce accommodations and catering business with nearly 12,000 rooms of capacity across Canada. The combined Canadian work force accommodations business of Black Diamond and Royal will have over 600 employees, of which approximately 250 are indigenous. Black Diamond and Royal's businesses are highly complementary, both in terms of service offering, end markets and geographies served. This combination enables the company to provide enhanced value, while delivering quality assets and full turnkey services to both Black Diamond's and Royal's customers.

"We are excited to bring together the strengths of the Black Diamond and Royal platforms -- especially as Canada focuses its efforts on expediting major nation building projects, which is expected to drive increased activity for work force accommodation services," said Trevor Haynes, chairman and chief executive officer. "We look forward to welcoming all members of the Royal team and working together to serve our customers and partners through shared values and a commitment to provide unparalleled quality and service."

Conference call

Black Diamond will host a conference call and webcast to discuss this announcement at 11 a.m. MT (1 p.m. ET) on Sept. 22, 2025.

To access the conference call by telephone, dial toll-free 1-833-821-2994. International callers should use 1-647-846-2491. Please connect approximately 10 minutes prior to the beginning of the call and ask to join the Black Diamond Group conference call.

To access the call via webcast, please log into the webcast 10 minutes before the start time.

Following the conference call, a replay will be available in the investor centre section of the company's website under presentations and events.

About Black Diamond Group Ltd.

Black Diamond is a specialty rentals and industrial services company with two operating business units, MSS and WFS, operating in Canada, the United States and Australia.

MSS through its principal brands, BOXX Modular, CLM, MPA Systems 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 owns a large rental fleet of modular accommodation assets of various types. Its regional operating terminals rent, sell, service and provide ancillary products and services including turnkey operated camps to a wide array of customers in the resource, infrastructure, construction, disaster recovery and education sectors.

In addition, WFS includes LodgeLink, which operates a digital marketplace for business-to-business crew accommodation, travel and logistics in North America and Australia. The LodgeLink proprietary digital platform enables customers to efficiently find, book and manage their crew travel and accommodation needs through a rapidly growing network of hotels, remote lodges and travel partners.

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