CMH Acquisition Corp. Enters into Arrangement Agreement for Going Private Transaction

TORONTO, July 5, 2019

As contemplated in the Arrangement Agreement, prior to the completion of the Arrangement, Mr. Meekison and Mr. Holland, or entities controlled by them, and John Simmons (collectively, the "Rollover Shareholders"), have agreed to transfer certain Carmanah Shares (the "Rollover Shares") they own to the Purchaser in exchange for shares of the Purchaser, pursuant to support, voting and rollover agreements entered into with the Purchaser (the "Rollover Agreements"). Accordingly, if the Arrangement is completed, Mr. Meekison, Mr. Holland and Mr. Simmons would, directly or indirectly, solely own the Purchaser and the Purchaser would own all of the outstanding Carmanah Shares. Completion of the Arrangement is subject to a number of conditions as set out in the Arrangement Agreement.

Prior to entering into the arrangement agreement, Mr. Meekison, Mr. Holland and Mr. Simmons collectively owned or controlled a total of 6,336,534 Carmanah Shares, and 707,546 options to acquire Carmanah Shares (the "Carmanah Options") representing in aggregate approximately 36.3% of the issued and outstanding shares of Carmanah and 40.3% assuming exercise of such Carmanah Options as follows:

Mr. Meekison owned or controlled 4,217,104 Carmanah Shares, which will all be Rollover Shares, through the following entities, and 100,000 Carmanah Options, representing 24.16% of the issued and outstanding Carmanah Shares and 24.74% assuming exercise of such Carmanah Options:

• JDM – 1,772,512 Carmanah Shares representing 10.15% of the issued and outstanding Carmanah Shares; and
• Trimin Capital Corp. – 2,444,592 Carmanah Shares representing 14.01% of the issued and outstanding Carmanah Shares.

Mr. Holland owned or controlled 1,492,800 Carmanah Shares, which will all be Rollover Shares, through TMH Capital Limited Partnership and 100,000 Carmanah Options, representing 8.55% of the issued and outstanding Carmanah Shares and 9.12% assuming exercise of such Carmanah Options.

John Simmons owned or controlled 626,630 Carmanah Shares, of which 45,567 will be Rollover Shares, and 507,546 Carmanah Options, representing 3.59% of the issued and outstanding Carmanah Shares and 6.5% assuming exercise of such Carmanah Options.

Under the Arrangement, the Purchaser would pay to Carmanah shareholders $7.35 in cash for each Carmanah Share (other than the Rollover Shares) they own (the "Consideration"), less applicable withholdings.  Holders of options to acquire Carmanah Shares ("Carmanah Options") would receive a cash payment equal to the difference (if any) between the Consideration ($7.35 per Common Share) and the applicable exercise price for each Carmanah Option held as of the date the Arrangement becomes effective, less applicable withholdings.