Mr. Andrew Clark reports

SALTIRE CAPITAL LTD. ANNOUNCES SUCCESSFUL COMPLETION OF THE ACQUISITION OF SANSTONE INVESTMENTS LIMITED AND SUCCESSFUL FUNDING OF THE CREDIT FACILITY WITH SAGARD CREDIT PARTNERS II, LP

Saltire Capital Ltd. has successfully closed its previously announced acquisition, indirectly through a wholly owned subsidiary, of 100 per cent, directly and indirectly, of the issued and outstanding shares of SanStone Investments Ltd., pursuant to a share purchase agreement dated July 24, 2025, as amended. SanStone is a leading owner and operator of heavy equipment dealerships and agricultural equipment dealerships in Eastern Canada that owns and operates the Wilson Equipment and Tidal Tractor dealership brands. The acquisition valued SanStone at $70-million (Canadian) (subject to customary adjustments). Saltire satisfied $10-million (Canadian) of the purchase price and an acquisition closing working capital adjustment that was payable in common shares of the company by issuing an aggregate of 1,246,071 common shares to the vendors at a deemed price of $11.78 (Canadian) per common share upon the acquisition closing. Certain other common shares are issuable to certain vendors pursuant to the acquisition in specific circumstances.

Sagard credit facility

The company is also pleased to announce financing of $50.1-million (U.S.) pursuant to its previously announced loan agreement between, among others, Sagard Holdings Manager LP, as administrative agent and collateral agent, and Sagard Credit Partners II LP and the other lenders party thereto from time to time, pursuant to which the lenders have, subject to the satisfaction of certain conditions and covenants, made available certain credit facilities to Saltire up to an aggregate principal amount of $100-million (U.S.) (inclusive of the initial draw). In addition to the initial draw and subject to certain conditions contained in the loan agreement, Saltire may make additional draw requests up to an aggregate principal amount of $49.1-million (U.S.).

The proceeds from the initial draw have been used: (i) to refinance Saltire's existing credit facilities with National Bank of Canada; (ii) to refinance Saltire's issued and outstanding preferred equity; (iii) to refinance SanStone's existing debt, to the extent it was assumed; (iv) to finance a portion of the cash purchase price payable under the acquisition; and (v) for the payment of fees and expenses incurred in connection with the loan agreement and the acquisition. Proceeds from the additional draws will be available to Saltire to finance certain permitted acquisitions under the loan agreement and for the payment of fees and expenses incurred in connection with such permitted acquisitions. The credit facility will mature on the fifth anniversary of the loan agreement.

As consideration for the entering into of the loan agreement and provision of the credit facility, Saltire has issued 1,504,812 common share purchase warrants to Sagard. Each Sagard warrant entitles the holder thereof to purchase one common share at a price of $14.5228 (Canadian) per common share for a period expiring at 5 p.m. Toronto time on Dec. 1, 2030.

Private placement

As previously disclosed, the company has also launched a brokered private placement with Paradigm Capital Inc. as sole agent and sole book runner of up to 424,448 common shares at a price of $11.78 (Canadian) per common share for aggregate gross proceeds of up to $5-million, with an overallotment option for up to an additional 63,667 common shares for further proceeds of up to $749,997.26 (Canadian). The private placement is expected to close on or about Aug. 12, 2025, and the proceeds of the private placement will be used to indirectly finance a portion of the cash purchase price payable under the acquisition.

Toronto Stock Exchange approval and written shareholder approval

The company has received conditional approval from the TSX in respect of the transactions, and the listing of the common shares issued and issuable in connection with the transactions.

Pursuant to Section 611(c) of the TSX company manual, securityholder approval of the transactions was required as the number of common shares to be issued, or issuable in connection with the private placement and payment of the purchase price (together with the common shares issuable in connection with the Sagard warrants and compensation warrants), exceeds 25 per cent of the currently issued and outstanding common shares. The TSX permitted the company, pursuant to Section 604(d) of the TSX company manual, to provide written evidence that holders of more than 50 per cent of the issued and outstanding common shares who are familiar with the terms of the transactions are in favour of them. The company is pleased to announce it has obtained such written evidence.

Advisers

National Bank of Canada acted for Saltire as transaction adviser on the acquisition, Raymond James acted as adviser for Saltire on the credit facility and Paradigm is acting for Saltire on the private placement.

Goodmans LLP acted as legal counsel to the company on the credit facility and private placement. Torys LLP acted as legal counsel to Sagard on the credit facility. Borden Ladner Gervais LLP is acting as legal counsel to Paradigm on the private placement. McInnes Cooper acted as legal counsel to the company, and Cox & Palmer acted as legal counsel to SanStone on the acquisition.

A copy of the loan agreement will be filed with the applicable securities commissions using SEDAR+ and will be available for viewing on Saltire's SEDAR+ profile.

About Saltire Capital Ltd.

Saltire is a long-term capital partner that allocates capital to equity, debt and/or hybrid securities of high-quality private companies. Investments made by Saltire consist of meaningful and influential stakes in carefully selected private companies that it believes are undervalued businesses with the potential to significantly improve fundamental value over the long term. These businesses will generally have high barriers to entry, predictable revenue streams and cash flows, and defensive characteristics. Although Saltire primarily allocates capital to private companies, Saltire may, in certain circumstances if the opportunity arises, also pursue opportunities with orphaned or value challenged small-cap and microcap public companies. Saltire provides investors with access to private- and control-level investments typically reserved for larger players, while maintaining liquidity.

About SanStone Investments Ltd.

SanStone Investments is a private equity firm established in 2013 by Bill Sanford and like-minded investors with a mission to purchase and grow strong Maritime Canadian companies by focusing on its customers and employees. SanStone's operating companies are Wilson Equipment Ltd., a heavy equipment sales and service industry leader based in Bible Hill/Truro and Dartmouth, N.S., and Tidal Tractor, a top agricultural and construction equipment supplier with locations in Port Williams, Dartmouth, and Onslow/Truro, N.S., and in Moncton, N.B.

About Sagard Credit Partners

Sagard Credit Partners is a direct lending strategy focused on middle-market public and private companies in North America. It provides bespoke debt solutions across the credit spectrum in first and second lien loans, such as unsecured and mezzanine financings, tailored to a company's specific needs.

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