Business Wire·Nov 11, 2026, 7:55 AM ET

Sangoma Technologies Corporation Files Management Information Circular for its Special Meeting of Shareholders to Approve Proposed Plan of Arrangement with BRC Group Holdings, Inc.

SANG RILY

Sangoma's Board of Directors unanimously recommends shareholders vote FOR the Arrangement Resolution to approve a statutory plan of arrangement with BRC Group Holdings, Inc.
The meeting to vote on the resolution will be held virtually on December 8, 2026, at 10:00 a.m. Toronto time.
Shareholders of record as of November 3, 2026, will receive US$4.925 in cash & 0.04767 of a BRC common share per Sangoma share.
The consideration represents a premium of approximately 47% to the 20-day VWAP of BRC shares & 51% to the 10-day VWAP of Sangoma shares on the TSX.
The transaction includes a US$4.925 cash component for immediate liquidity & a share component allowing participation in BRC's future performance.
Directors & officers holding approximately 27% of outstanding shares have agreed via voting support agreements to vote in favor of the arrangement.
The deal is subject to approval by at least two-thirds of votes cast & a simple majority excluding certain minority holders, plus final court & regulatory approvals.
Sangoma received an interim court order on November 3, 2026, authorizing the meeting & the solicitation of proxies.
Completion of the arrangement is anticipated in January 2027, pending satisfaction of conditions including debt financing which has been secured.
A fairness opinion was received from ATB Capital Markets Corp. stating the consideration is fair from a financial point of view.
Shareholders requiring assistance can contact Odyssey Trust Company by phone at 1-888-290-1175 or via email at proxy@odysseytrust.com.
The management information circular & proxy materials will be mailed to shareholders on or before November 17, 2026, & are available on SEDAR+, EDGAR, & Sangoma's website.