Ms. Samantha Reburn reports

SANGOMA TECHNOLOGIES CORPORATION FILES MANAGEMENT INFORMATION CIRCULAR FOR ITS SPECIAL MEETING OF SHAREHOLDERS TO APPROVE PROPOSED PLAN OF ARRANGEMENT WITH BRC GROUP HOLDINGS, INC.

Sangoma Technologies Corp. has filed its management information circular and related proxy materials for the special meeting of the holders of common shares of Sangoma. The meeting will be held on Tuesday, Dec. 8, 2026, at 10 a.m. Toronto time, by live audio webcast using meeting ID 400-107-681-552 and password sangoma2026 (case-sensitive). The circular and related materials are available under the corporation's issuer profile on SEDAR+ and on EDGAR, as well as on Sangoma's website, and will be mailed to shareholders on or before Nov. 17, 2026.

At the meeting, shareholders of record as at the close of business on Nov. 3, 2026, will be asked to consider and vote on a special resolution to approve a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario), pursuant to which 1001755979 Ontario Inc., an indirect wholly owned subsidiary of BRC Group Holdings Inc., has agreed to acquire all of the issued and outstanding shares for $4.925 (U.S.) in cash and 0.04767 of a share of common stock of BRC per share, pursuant to an arrangement agreement dated Sept. 28, 2026, among Sangoma, the purchaser and BRC.

Unanimous board recommendation and reasons for the board's recommendation

After careful consideration and taking into account, among other things, the unanimous recommendation of a special committee of independent directors of the board of directors of the corporation, the board, after receiving legal and financial advice, has unanimously determined that the arrangement is in the best interests of the corporation and that the consideration to be received by shareholders is fair, from a financial point of view, to such shareholders. Accordingly, and on the unanimous recommendation of the special committee, the board unanimously recommends that shareholders vote for the arrangement resolution.

Key reasons for the arrangement

In reaching their respective conclusions and formulating their unanimous recommendations, the special committee and the board reviewed a significant amount of information and considered a number of factors relating to the arrangement and potential alternatives thereto, with the benefit of advice from outside financial and legal advisers, including the following:

1. Significant premium: Based on the 20-day volume-weighted average price of the BRC shares on Nasdaq for the period ended Sept. 28, 2026, the consideration has an implied value of $5.225 (U.S.) per share, which represents a premium of approximately 47 per cent to the closing price of the shares on the Toronto Stock Exchange on Sept. 28, 2026, and a premium of approximately 51 per cent to the 10-day VWAP of the shares on the TSX for the period ended Sept. 28, 2026.
2. Liquidity, certainty of value and participation in BRC: The $4.925 (U.S.) cash per share component of the consideration provides certainty of value and immediate liquidity to shareholders, and the balance of the consideration, having an implied value of approximately 30 U.S. cents per share, is payable in BRC shares, which are listed on Nasdaq and provide shareholders with a marketable security and the opportunity to participate in the future performance of the combined business of BRC and the corporation.
3. Other available alternatives: The special committee and the board believe the arrangement is an attractive proposition for the shareholders relative to the status quo and other alternatives reasonably available to the corporation, taking into account the current and anticipated opportunities and risks and uncertainties associated with the corporation's business, affairs, operations, industry and prospects.
4. Result of a comprehensive process: Under the supervision of the special committee and the board and with the assistance of the corporation's financial adviser, a broad group of potential counterparties, including global strategic parties and financial sponsors focused on the unified communications sector, was contacted following the commencement of the corporation's strategic review process in 2025. None of the other parties offered to transact at a level competitive with the consideration and deal terms proposed under the arrangement.
5. Negotiated arrangement and ability to respond to superior proposals: The arrangement agreement is the result of a comprehensive negotiation process with BRC, and includes terms and conditions that are reasonable in the judgment of the special committee and the board, including customary fiduciary out rights that would enable the corporation to enter into a superior proposal in certain circumstances.
6. Value supported by fairness opinion: The board received a fairness opinion from ATB Capital Markets Corp., which concluded that the consideration to be received by the shareholders under the arrangement is fair, from a financial point of view, to such shareholders.
7. Support for the arrangement: All of the directors and officers of the corporation have entered into voting support agreements pursuant to which they have agreed to vote all shares held by them in favour of the arrangement resolution. Collectively, such shareholders hold approximately 27 per cent of the outstanding shares (on a non-diluted basis) as of the record date.
8. Deal certainty: The purchaser's obligation to complete the arrangement is subject to a limited number of conditions that the special committee and the board believe are reasonable in the circumstances. The arrangement is not subject to a financing condition, the purchaser has obtained committed debt financing for the arrangement, and BRC has provided an unqualified guarantee of the purchaser's payment and performance of its obligations under the arrangement agreement.
9. Shareholder and court approval: The arrangement resolution must be approved by: (i) at least two-thirds of the votes cast by shareholders present in person (virtually) or represented by proxy at the meeting; and (ii) a simple majority of the votes cast by shareholders present in person (virtually) or represented by proxy at the meeting, excluding the votes of any shareholders required to be excluded under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The arrangement must also be approved by the Ontario Superior Court of Justice (commercial list), which will consider, among other things, the fairness and reasonableness of the arrangement to the shareholders.
10. Role of the special committee: The evaluation and negotiation process was supervised by the special committee, which is composed entirely of independent directors and was advised by experienced and qualified financial and legal advisers.

Required approvals

For the arrangement to become effective, the arrangement resolution must be approved by: (i) at least two-thirds of the votes cast thereon by shareholders present in person (virtually) or represented by proxy at the meeting; and (ii) a simple majority of votes cast thereon by the shareholders present in person (virtually) or represented by proxy at the meeting, excluding any shareholders required to be excluded under MI 61-101. At the meeting, each shareholder of record at the close of business on the record date will be entitled to one vote for each share held on all matters proposed to come before the meeting. The arrangement is also subject to certain conditions further described in the circular, including the approval of the court and receipt of required regulatory approvals and clearances.

Receipt of interim court order

Sangoma is also pleased to announce that, on Nov. 3, 2026, the court granted an interim order regarding the arrangement. The interim order authorizes the corporation to proceed with various matters relating to the arrangement, including the holding of the meeting to consider and vote on the arrangement resolution. Subject to the receipt of the requisite shareholder approval, the final approval of the arrangement by the court, the receipt of required regulatory approvals, and the satisfaction or waiver of the other conditions to completion, the corporation currently anticipates that the arrangement will be completed in January, 2027.

Shareholder questions and voting assistance

Shareholders who have questions about the information contained in the circular or require assistance with voting their shares may contact Odyssey Trust Company.

Toll-free:  1-888-290-1175 (for shareholders in North America)

International:  1-587-885-0960 (collect calls for shareholders outside of North America)

By e-mail:  proxy@odysseytrust.com

About BRC Group Holdings Inc.

BRC is a diversified holding company offering a platform of businesses, including financial services (with complementary banking and wealth management businesses), telecom, consumer products, retail, and investments in equity, debt and venture capital. Its core financial service platform provides small-capitalization and middle market companies customized end-to-end solutions at every stage of the enterprise life cycle. Its telecom businesses provide consumer and business services, including traditional, mobile and cloud phone, Internet and data, security, and e-mail. BRC is headquartered in Los Angeles, Calif.

About Sangoma Technologies Corp.

Sangoma is a leading business communications platform provider with solutions that include its award-winning UCaaS, CCaaS, CPaaS and trunking technologies. The enterprise-grade communications suite is developed in-house, available for cloud, hybrid or on-premise set-ups. Additionally, Sangoma provides managed services for connectivity, network and security. A trusted communications partner with over 40 years on the market, Sangoma has over 2.7 million UC seats across a diversified base of over 100,000 customers. Sangoma has been recognized for nine years running in the Gartner UCaaS magic quadrant. As the primary developer and sponsor of the open-source Asterisk and FreePBX projects, Sangoma is determined to drive innovation in communication technology continuously.

We seek Safe Harbor.