Disclaimers

Cautionary Note Regarding Forward-Looking Information

This presentation contains forward-looking information. Such forward-looking information or statements (FLS) are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such FLS may be identified by words such as "proposed", "expects", "intends", "may", "will", and similar expressions. FLS contained or referred to in this presentation includes, but is not limited to: the future or expected performance of FAX Capital Corp. (the Company, FAX, we, our or us) and its investment in Carson, Dunlop & Associates Ltd., National Property Inspections, Inc. (NPI) and Carson Dunlop Weldon & Associates Ltd. (CDW); FAX's continuing thesis in respect of its investments, as well as FAX's continuing views on its investee company's operations and the prospects of their relative associated industries; the timing and prospects of any future investment in, or divestiture of any investee company and the structuring of any future investment; FAX's plans to manage its investments; FAX's ability to complete and the pace of any further acquisitions in respect of its property, technology and services platform; and FAX's financial performance.

Some of the risks and other factors which could cause results to differ materially from those expressed in FLS contained in this presentation include, but are not limited to: the continuing impact and uncertainty created by the COVID-19 pandemic on targeted investments; Russia's invasion of Ukraine; rising oil prices and related international tensions; as well as the identified risk factors included in the Company's public disclosure, including the Company's most recent Annual Information Form dated March 29, 2022 which is available on SEDAR atwww.sedar.comand on the Company's website atwww.faxcapitalcorp.com. The FLS in this presentation reflect the current expectations, assumptions, judgements and/or beliefs of the Company based on information currently available to the Company and are therefore subject to change without notice.

Any FLS speaks only as of the date on which it is made and, except as may be required by applicable securities laws, FAX disclaims any intent or obligation to update any FLS, whether as a result of new information, future events or results or otherwise. The FLS contained in this presentation is expressly qualified by this cautionary statement. For more information on FAX, please review FAX's continuous disclosure filings that are available atwww.sedar.com.

Certain Other Matters

Third party trademarks presented herein are trademarks of their respective holders. Use of them does not imply any affiliation with or endorsement by them.

Transaction details

  • • Carson, Dunlop & Associates Ltd. ("Carson Dunlop"), a leading provider of proprietary technology-enabled education services and software for home inspectors across Canada and the United States, as well as a leading provider of home inspections services in the Greater Toronto Area, has acquired two separate businesses for total enterprise value of $18.6 million.

    • • National Property Inspections, Inc. ("NPI"), located in Omaha, Nebraska, is the largest independent home inspection franchisor with operations in Canada and the United States.

    • • Carson Dunlop Weldon & Associates Ltd. ("CDW"), located in Toronto, is a leading engineering firm focused on commercial inspections and a leading education provider of commercial inspection courses.

  • • Transaction funded through Carson Dunlop's existing cash balance, the issuance of Carson Dunlop shares and $15.4 million in cash from FAX.

  • • FAX Capital's ownership of Carson Dunlop, including CDW and NPI, is 78%.1

  • • Alan Carson, Roland Bates, Richard Weldon and Graham Badun to retain the balance of ownership.

  • • Combined businesses to have in excess of 70 employees.

  • • Roland Bates to remain actively involved in NPI and to join Board of Directors of Carson Dunlop.

  • • Richard Weldon to remain President of CDW.

  • • Graham Badun to continue as Chief Executive Officer of FAX Proptech Holdco and President of Carson Dunlop.

  • • Both transactions closed on April 1, 2022.

1 FAX Capital owns 98% of FAX Proptech Holdco (2794677 Ontario Corp.), which in turn own 80% of Carson Dunlop.

Company Descriptions

  • • 35 year operating history, founded in 1987 by Roland Bates

  • • Over 200 franchisees in the US and Canada; 95% of system-wide sales in the United States

  • • Franchise known as Global Property Inspections in Canada

  • • System-wide sales of approximately US$30 million

  • • Performs approximately 60,000 home and commercial inspections annually

  • • Unique National Accounts group that originates inspections on behalf of institutional customers and passes the business on to franchisees

  • • Proprietary software offering in place with updated software under development

  • • 15 full time employees

  • • 30 year operating history, founded in 1990 by Richard Weldon and Alan Carson

  • • Provider of inspections for commercial buildings

  • • Focused on property condition assessments and project management

  • • Involved in over 600 engineering projects annually

  • • Operates a commercial inspection education platform

  • • 9 full time employees, including 6 technical personnel

Transaction rationale

  • • Acquisition of the largest independent home inspection franchise system operating in Canada and the US

  • • Strong brand built over 35 years

  • • Healthy franchise economics

    • • Accelerates US education opportunity through established US footprint with an existing training platform

    • • Access to established franchise team built for growth, providing foundation for additional master franchisor acquisitions

  • • Enhances the Carson Dunlop education value proposition by offering a leading franchise system option

    • • High quality recurring revenue, capital light, high return business

  • • Creates a recurring revenue stream by converting a portion of Carson Dunlop education students into royalty-paying franchisees

  • • Increases the number of annual home inspections through platform by approximately 22% to close to 330,000 homes, thereby increasing the number of revenue opportunities

  • • Provides national presence to serve the growing institutional investment in single family homes

  • • CDW adds commercial inspection offering and provides platform to grow National Accounts business in Canada

  • • Provides opportunity to cross-sell CDW commercial inspection courses to NPI franchisees and inspector employees

  • • Leverages existing management infrastructure at Carson Dunlop

  • • Increases size and scale of platform company

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Disclaimer

Fax Capital Corp. published this content on 31 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2022 12:26:10 UTC.