THE OFFERING MEMORANDUM THAT FOLLOWS IS BEING MADE AVAILABLE FOR INFORMATIONAL PURPOSE ONLY. SUCH OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE NOTES (AS DEFINED IN SUCH OFFERING MEMORANDUM) OR ANY OTHER SECURITIES OF TOROMONT.

This confidential offering memorandum together with the documents incorporated by reference herein (collectively, the "Offering Memorandum") is not an offer to sell the notes (as defined below), and is not a solicitation of an offer to buy the notes, in any jurisdiction outside of Canada. The notes are being offered exclusively to persons in Canada. No securities regulatory authority has reviewed this Offering Memorandum or has in any way passed upon the merits of the securities offered hereunder and any representation to the contrary is an offence.

New Issue By way of Private Placement

October 24, 2017

CONFIDENTIAL OFFERING MEMORANDUM

$500,000,000

Toromont Industries Ltd. 3.842% Senior Unsecured Notes Due 2027

______________________

We are offering the 3.842% Senior Unsecured Notes due 2027 (the "notes") described herein on a private placement basis in reliance upon exemptions from the prospectus requirements under applicable securities laws in each of the provinces of Canada (the "offering"). The notes will bear interest at the rate of 3.842% per year from October 27, 2017. We will pay interest on the notes semi-annually in arrears in equal instalments on April 27 and October 27 of each year, beginning on April 27, 2018. Unless we redeem the notes earlier, the notes will mature on October 27, 2027. We may redeem the notes in whole at any time or in part from time to time at the redemption price and on the terms and conditions described in this Offering Memorandum. If we experience a change of control and there is a specified decline in the credit rating of the notes, subject to certain exceptions, we will be required to make an offer to purchase all of the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of purchase. See "Description of the Notes — Change of Control Triggering Event". This offering is part of the financing for our proposed acquisition (the "Acquisition") of the Hewitt Business (as defined herein) pursuant to the Acquisition Agreement (as defined herein) as described under "The Acquisition". We expect the closing of the offering will occur substantially concurrently with the closing of the Acquisition. However, if the closing of the Acquisition has not occurred on or prior to 5:00 p.m. (Toronto time) on October 31, 2017 (or if, pursuant to the Acquisition Agreement, the Outside Date (as defined in the Acquisition Agreement) is postponed to a later date, such later date (which shall not be later than 90 days after October 31, 2017) to which the Outside Date is postponed), or if, prior to such time, the Acquisition Agreement is terminated or we notify the Trustee that we do not intend to proceed with the Acquisition, the notes will be subject to a special mandatory redemption at a special mandatory redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, if any, from the issue date of the notes, up to, but not including, the date of such special mandatory redemption. See "Description of the Notes — Special Mandatory Redemption". The notes will be unsecured, unsubordinated obligations of Toromont Industries Ltd. and will rank equally with its other unsecured, unsubordinated obligations. The notes will be guaranteed as to the payment of principal, interest and premium, if any, by one or more of our subsidiaries in the event that, during the four quarter period ending on (or as of, as applicable) a Calculation Date (as defined herein), the Gross Revenues (as defined herein) or assets, respectively, of Toromont Industries Ltd. represent less than 80% of our Consolidated Gross Revenues (as defined herein) or consolidated assets. None of our subsidiaries will guarantee the notes as of their original date of issue. See "Description of the Notes — Guarantees". Investing in the notes involves risks. See "Risk Factors".

____________________________________________

Offering Price: $1,000 per $1,000 principal amount of notes plus accrued interest, if any, from October 27, 2017. ____________________________________________

TD Securities Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. (collectively, the "Agents"), as agents, conditionally offer the notes, subject to prior sale, on a best efforts basis if, as and when issued by us, and accepted by the Agents in accordance with the conditions contained in the agency agreement referred to under "Plan of Distribution" in this Offering Memorandum and subject to the approval of certain legal matters on our behalf by Davies Ward Phillips & Vineberg LLP and on behalf of the Agents by McCarthy Tétrault LLP. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. In connection with this offering, the Agents may over-allot or effect transactions which stabilize or maintain the market price of the notes at levels other than those that otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See "Plan of Distribution". TD Securities Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. are direct or indirect wholly-owned subsidiaries of certain Canadian chartered banks that are lenders to us under our existing credit facilities (the "Existing Credit Facilities"), will be lenders to us under the New Credit Facilities (as defined herein) and, if Toromont does not issue the notes offered hereby, may be lenders under the Short Term Loan (as defined herein). The net proceeds of the offering will be used to finance a portion of the purchase price of the Acquisition. A portion of the purchase price for the Acquisition will also be funded by drawing on the New Credit Facilities. Consequently, we may be considered a "connected issuer" of TD Securities Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. within the meaning of applicable Canadian securities laws. See "Use of Proceeds" and "Relationship Between Us and the Agents". There is currently no public market for the notes and no public market for the notes is expected to develop. The notes will be sold to investors in Canada pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws and will therefore be subject to certain resale restrictions. See "Notice to Investors — Distribution and Resale Restrictions". Closing of the offering and delivery of the notes, in book-entry form only through CDS Clearing and Depository Services Inc. ("CDS"), is expected to occur on or about October 27, 2017, or such other date as may be agreed upon by us and the Agents.

You should rely only on the information contained in or incorporated by reference into this Offering Memorandum. We have not authorized any dealer, salesperson or other person to provide any information or represent anything to you other than the information contained or incorporated by reference into this Offering Memorandum. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Capitalized terms not otherwise defined in this Offering Memorandum are defined under "Description of the Notes".

Neither we nor the Agents are making an offer to sell or asking for offers to buy any of the securities (i) in any jurisdiction where it is unlawful, (ii) where the person making the offer is not qualified to do so or (iii) to any person who cannot legally be offered the securities. Neither we nor the Agents are making any representation to you that the notes are a legal investment for you. You should consult with your own advisors as to the legal, tax, business, financial and related aspects of a purchase of the notes.

We have prepared this Offering Memorandum based on information we have obtained from sources we believe to be reliable. The information contained in a document incorporated by reference in this Offering Memorandum is current only as of the date of the document in which the information is contained, the Hewitt Annual Financial Statements (as defined herein) are current as of their date, the information contained in the Fixed Income Investor Presentation attached as Appendix A is current only as of September 20, 2017, and the information contained in the balance of this Offering Memorandum is current only as of the date on the cover of this Offering Memorandum. Our business, financial condition, results of operations and prospects may have changed since those dates. Neither the delivery of this Offering Memorandum, at any time, nor any sale made pursuant hereto, will imply that the information contained herein is correct as of any time subsequent to the date set forth on the face page hereof or, in the case of information incorporated by reference herein, as of any time subsequent to the date of the document in which the information was contained, and we and the Agents will not update such information except as may be required by applicable law. You should consult your own legal, tax, financial and business advisors regarding an investment in the notes. Information in or incorporated by reference into this Offering Memorandum is not legal, tax or business advice.

This Offering Memorandum summarizes documents and other information in a manner we believe to be accurate. However, statements contained in this Offering Memorandum, or in any document incorporated by reference into this Offering Memorandum, regarding the contents of any contract or other document that has been filed with Canadian securities regulatory authorities on the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR") are not complete and each such statement is qualified in its entirety by reference to that contract or other document, as applicable, as filed on SEDAR. We refer you to the actual contracts and documents, as applicable, which can be accessed under our profile at www.sedar.com, for a more complete understanding of the information we discuss in this Offering Memorandum. Summaries of other documents contained in this Offering Memorandum may also not be complete.

In making an investment decision, you must rely on your own examination of our company, these documents and the terms of the offering and the notes, including the merits and risks involved. The notes have not been recommended by any securities regulatory authority. Furthermore, no securities regulatory authority has reviewed or confirmed the accuracy or determined the adequacy of this Offering Memorandum. Any representation to the contrary is an offense. This Offering Memorandum does not contain all of the information that would normally appear in a prospectus filed under applicable securities laws of any province or territory of Canada.

The Agents make no representation or warranty, express or implied, as to the accuracy or completeness of the information set forth in or incorporated by reference into this Offering Memorandum, and nothing contained in or incorporated by reference into this Offering Memorandum is, nor should you rely upon it as, a promise or representation, whether as to the past or the future.

Each person receiving this Offering Memorandum acknowledges that (1) it was afforded an opportunity to request from us, and has received and reviewed, all additional information considered by it to be necessary to verify the accuracy of, or to supplement, the information contained or incorporated by reference into this Offering Memorandum, (2) it did not rely on the Agents or any person affiliated with the Agents in connection with any investigation of the accuracy of such information or its investment decision, and (3) no person has been authorized to give any information or to make any representation concerning us, this offering or the notes (other than as contained in or incorporated by reference into this Offering Memorandum and information given by our duly authorized officers and employees) and, if given or made, that other information or representation should not be relied upon as having been authorized by us or the Agents.

The notes are being offered exclusively to persons in Canada. The notes are being offered on a "private placement" basis in reliance upon exemptions from the prospectus requirements of applicable Canadian securities laws. If you purchase

the notes, you will be deemed to have made certain acknowledgments, representations and warranties as detailed under "Notice to Investors – Representations and Agreements By Purchasers", some of which are necessary to permit us to sell the notes pursuant to those exemptions. The notes are subject to restrictions on transfer and resale and may not be transferred or resold except as permitted under applicable Canadian securities laws. Each prospective purchaser of the notes must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the notes and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the notes under the laws and regulations in force in any jurisdiction to which it is subject, or in which it makes such purchases, offers or sales, and neither we nor the Agents shall have any responsibility therefor.

This Offering Memorandum is highly confidential and has been prepared by us solely for use in connection with the offer of the notes to "accredited investors" within the meaning of applicable Canadian securities laws and its use for any purpose other than to evaluate an investment in the notes described herein is prohibited. This Offering Memorandum is personal to the offeree to whom it is delivered by the Agents and does not constitute an offer to any other person or to the public in general to subscribe for or otherwise acquire the notes. You agree that you will hold the information contained in this Offering Memorandum and the transactions contemplated by this Offering Memorandum in confidence. You may not distribute this Offering Memorandum to any person, other than a person retained to advise you in connection with the purchase of the notes and who agrees to hold the information in this Offering Memorandum in confidence as provided herein. By accepting delivery of this Offering Memorandum, you agree to the foregoing and not to make any photocopies or other reproductions, in whole or in part, of this Offering Memorandum or any documents delivered in connection with this Offering Memorandum. If you do not purchase the notes, or this offering is terminated, you agree to destroy all copies of this Offering Memorandum.

We reserve the right to, and, in our sole discretion, may, reject any offer to purchase the notes in whole or in part, sell less than the entire principal amount of the notes offered by this Offering Memorandum or allocate to any purchaser less than all of the notes for which it has subscribed. In addition, we reserve the right to withdraw this offering at any time. This offering is subject to the terms and conditions in this Offering Memorandum.

In connection with the offering, the Agents (or person(s) acting on behalf of the Agents) may over-allot notes or effect transactions with a view to supporting the market price of the notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Agents (or person(s) acting on behalf of the Agents) will undertake stabilization action and any such action, if taken, may be discontinued at any time.

We expect that delivery of the notes will be made against payment therefor on or about October 27, 2017, which will be the third business day following the date of pricing of the notes. The notes will be issued in the form of one or more fully registered global notes (each, a "global note") registered in the name of CDS & Co., as nominee of CDS and held by CDS. Beneficial interests in the global notes will be represented through book-entry accounts of the Agents and other financial institutions acting on behalf of holders of beneficial interests in the global notes and direct and indirect participants in CDS. Except in the limited circumstances described herein, holders of beneficial interests in the global notes will not be entitled to have notes registered in their names, will not receive or be entitled to receive notes in definitive form and will not be considered registered holders thereof under the Indenture (as defined herein) pursuant to which the notes are issued. See "Book-Entry, Settlement and Clearance".

TABLE OF CONTENTS

About This Offering Memorandum ...................................i Presentation of Financial and Other Information ...............i Non-GAAP and Additional GAAP Measures ................ iii Documents Included and Incorporated by Reference in This Offering Memorandum ............................................iv Market and Industry Data ................................................. v Forward-Looking Information .......................................... v Summary ........................................................................... 1 Toromont .......................................................................... 4 The Acquired Hewitt Business ......................................... 5 The Acquisition and Financing ......................................... 7 Selected Consolidated Financial and Operating Information ..................................................................... 10 Use of Proceeds .............................................................. 12 Consolidated Capitalization ............................................ 13

Description of Certain Other Indebtedness ..................... 15 Description of the Notes ................................................. 17 Book-Entry, Settlement and Clearance ........................... 33 Credit Rating .................................................................. 34 Certain Canadian Federal Income Tax Considerations... 35 Plan of Distribution ........................................................ 36 Relationship between Us and the Agents ....................... 37 Risk Factors .................................................................... 37 Eligibility for Investment ................................................ 43 Legal Matters .................................................................. 43 Notice to Investors .......................................................... 44 Index to Financial Statements ....................................... F-1 Appendix A – Fixed Income Investor Presentation ..... A-1

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ABOUT THIS OFFERING MEMORANDUM

Except as set forth under "Summary – The Offering" and "Description of the Notes" or unless the context otherwise requires, in this Offering Memorandum (excluding the documents incorporated by reference herein), (1) the terms "Toromont", "we", "us" and "our" refer to Toromont Industries Ltd. and its subsidiaries, (2) the term "Issuer" refers to Toromont Industries Ltd. and not any of its subsidiaries, (3) the term "Hewitt" refers to Hewclan Holdings Limited and its subsidiaries and (4) the "Hewitt Business" refers to the businesses and net operating assets of Hewitt to be acquired by Toromont pursuant to the Acquisition Agreement. References in this Offering Memorandum (excluding the documents incorporated by reference herein) to "$" and "dollars" are to Canadian dollars and all dollar amounts herein are in Canadian dollars, unless otherwise indicated.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Our consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and are stated in Canadian dollars. All financial information of Hewitt included in this Offering Memorandum has been derived from the historical financial statements of Hewitt, which were prepared in accordance with Canadian accounting standards for private enterprises in Part II of the CPA Canada Handbook ("ASPE"). The recognition, measurement and disclosure requirements of Canadian generally accepted accounting principles ("GAAP") applicable to private enterprises differ from Canadian GAAP applicable to publicly accountable enterprises, which are IFRS. As a result, the financial statements of Hewitt may not be comparable to the financial statements of Canadian companies, such as Toromont, prepared in accordance with IFRS.

A Canadian prospectus must include certain historical financial statements in respect of a business that has been acquired, or is to be acquired, by the issuer in circumstances where that acquisition is significant. Where those "acquisition statements" are prepared in accordance with ASPE, Canadian securities legislation requires that the notes to the financial statements (1) describe the material differences between the issuer's GAAP and the accounting principles used to prepare the acquisition statements that relate to recognition, measurement and presentation and (2), for each such difference, quantify its effect and, where the difference relates to measurement, disclose and discuss the material inputs or assumptions underlying the measurement of the relevant amount computed in accordance with the issuer's GAAP. While preliminary work has been performed to identify such material differences, a reconciliation quantifying those differences has not been prepared.

ASPE differs in significant respects from IFRS. We have commenced a process to identify areas that are expected to give rise to differences, as they relate to Hewitt's current accounting policies under ASPE as compared to IFRS. A difference that has been identified is in respect to accounting for Employee Future Benefits. The most significant differences for Employee Future Benefits that we have identified include:

• ASPE provides a choice to measure the defined benefit obligation using an actuarial valuation prepared for either accounting purposes or funding purposes, while IFRS requires the use of an actuarial valuation prepared for accounting purposes.

• In determining the defined benefit obligation, ASPE allows for the use of either an actuarial valuation prepared for accounting purposes, or an actuarial valuation prepared for funding purposes. Therefore, the discount rate may be based on either the market interest rate on high-quality debt instruments or the long-term expected rate of return on the assets of the plan. The use of the expected rate of return on assets as the discount rate is not an option in IFRS.

• ASPE recognizes actuarial gains and losses arising from experience adjustments and changes in assumptions and other items in net income, while IFRS recognizes actuarial gains and losses arising from experience adjustments and changes in assumptions in other comprehensive income ("OCI"). ASPE does not have the concept of OCI.

• ASPE permits the obligation to be valued using the traditional unit credit method ("TUC"), without projection. IFRS requires pension and OPEB plans to use the projected unit credit method ("PUC") which values the pension benefit projected to retirement and prorated on service.

If stated in accordance with IFRS, we estimate that the Employee Future Benefit liability of Hewitt would be increased by approximately $95 million as at June 2017. The actual adjustments necessary to state the aforementioned amounts under IFRS may differ from these estimates.

Other differences between ASPE and IFRS that we have identified which could potentially be applicable to Hewitt

include:

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• IFRS requires that each component part of an item of property, plant and equipment with a cost and a useful life that is significant in relation to the total cost of the item be identified and amortized separately, whereas ASPE requires componentization only if practicable;

• Under ASPE, goodwill, indefinite and definite life intangible assets are tested for impairment only when events or changes in circumstances indicate that the carrying amount may exceed the fair value, whereas IFRS requires annual impairment testing for goodwill and indefinite life intangible assets;

• There are differences in how computations for impairment calculations are performed under ASPE and IFRS; • IFRS requires the effective interest rate method to be used to amortize deferred transaction costs related to long-term

debt while ASPE permits the straight line method; • Under ASPE, derivatives for effective cash flow hedges are not recorded on the balance sheet but rather are

disclosed in the notes. Under IFRS, all derivatives must be recorded on the balance sheet, irrespective of whether hedge accounting has been applied;

• There are differences in the presentation of the financial statements between ASPE and IFRS; and • There are differences relating to the extent of note disclosures required under IFRS, as compared to ASPE.

Upon completion of our process to identify differences between ASPE and IFRS that are applicable to Hewitt, we

may identify additional differences that have not been included above.

The audited consolidated financial statements of Hewitt as at and for the years ended December 28, 2016 and 2015 (the "Hewitt Annual Financial Statements") included in this Offering Memorandum include the accounts of Hewclan Holdings Limited and its subsidiaries. These are not financial statements of the Hewitt Business that is to be acquired by Toromont pursuant to the Acquisition Agreement. Toromont is not acquiring Hewitt or any of its subsidiaries. Toromont is acquiring only certain assets, and assuming certain liabilities, of the businesses owned by Hewitt and its subsidiaries. See "The Acquisition and Financing — The Acquisition Agreement". Among other things, the historical financial statements of Hewitt do not exclude the liabilities of Hewitt that will not be assumed (including Hewitt's indebtedness for borrowed money) or the assets of Hewitt that will not be acquired (including cash and certain other excluded assets) by Toromont pursuant to the Acquisition Agreement, and have not otherwise been adjusted as necessary to reflect what the results and financial condition of the Hewitt Business would have been had it been owned by Toromont. Adjustments to give effect to pro forma events that are directly attributable to a significant acquisition (such as the Acquisition) would be identified in pro forma financial statements of an issuer. If the notes were being offered pursuant to a Canadian prospectus, Canadian securities legislation would require that the prospectus contain certain pro forma financial statements, giving pro forma effect to the Acquisition and the Financing (as defined herein); however, as the notes are being offered by way of a private placement, we are not required to prepare (and have not prepared) those pro forma financial statements for inclusion in this Offering Memorandum.

To assist potential investors in understanding the impact of the Acquisition and the Financing on certain financial measures, management has provided for illustrative purposes Toromont's hypothetical combined consolidated net earnings, income taxes, interest and investment income, interest expense, depreciation and amortization and EBITDA for the twelve months ended June 30, 2017 and Toromont's consolidated cash, total debt and shareholders' equity as at June 30, 2017 (collectively, the "Combined Data"), which has been prepared in the manner, and on the basis of the assumptions and adjustments, described below. The Combined Data has been derived by combining (i) the relevant amounts from Toromont's Annual Financial Statements for the year ended December 31, 2016, plus the relevant amounts from Toromont's Interim Financial Statements for the six month period ended June 30, 2017, less the relevant amounts from Toromont's Interim Financial Statements for the six month period ended June 30, 2016, and (ii) the relevant amounts from the Hewitt Annual Financial Statements for the year ended December 28, 2016. These combined amounts (except interest expense prepared on a Combined Data basis) have been adjusted to (i) eliminate Hewitt's cash and indebtedness that will not be transferred to or assumed by Toromont pursuant to the Acquisition, (ii) eliminate the historical equity accounts of Hewitt and (iii) give effect to the expected Financing, including our intended application of the estimated net proceeds therefrom as described under "Use of Proceeds".

The Combined Data has not been prepared in accordance with IFRS, the requirements of Canadian securities legislation or any other accounting or securities regulations relating to the presentation of pro forma financial information. The Combined Data may be materially different if it had been prepared in accordance with IFRS and applicable Canadian securities legislation. Among other things, Canadian securities legislation requires that pro forma financial statements include adjustments to conform amounts for an acquired business to the issuer's accounting policies. However, as noted above, the financial information for Hewitt from which the Combined Data has been derived has not been reconciled from ASPE to IFRS. Accordingly, it will not account for any differences between IFRS and ASPE that relate to recognition,

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measurement and presentation and those differences may be material. In addition, the Combined Data is based on certain management estimates and assumptions, some or all of which may not materialize. Among other things, the Combined Data assumes Toromont's acquisition of the Hewitt Business for the Purchase Price (as defined herein) and the expected Financing therefor as described in the table under "Use of Proceeds" and assumes no working capital adjustment to the Purchase Price pursuant to the Acquisition Agreement. The Combined Data also assumes (i) Toromont incurs an aggregate $801.8 million of indebtedness under the New Credit Facilities (as defined herein) and this offering to fund the cash portion of the Purchase Price and (ii) an estimated $5 million of fees and other expenses that Toromont expects to incur in connection with the Financing.

The Combined Data is presented for illustrative purposes only and is unaudited. The Combined Data does not purport to represent what our financial results or condition would have been if the Transactions (as defined herein) had occurred at any date or to project our financial results or condition for any future period. Since the Combined Data has been developed to retroactively show the effect of transactions that are expected to occur at a later date, there are limitations inherent in the very nature of this data. The Combined Data represents only a simulation of the potential impact of the Transactions on the financial measures presented and does not account for certain impacts that may be material. Among other things, the Combined Data does not reflect any potential costs savings, operating synergies or revenue enhancements that may be realized upon completion of the Acquisition or any costs that will be incurred by Toromont to achieve those costs savings, operating synergies or revenue enhancements or to otherwise integrate the Hewitt Business, and does not reflect any other non-recurring charges or gains that we may record in connection with the Acquisition. Accordingly, undue reliance should not be placed on the Combined Data. See "Forward-Looking Information" and "Risk Factors".

The information contained in this Offering Memorandum concerning the business, operations, financial results and financial condition of Hewitt has been derived from information provided by Hewitt. To date, Toromont has had limited access to the books and records of Hewitt and is not in a position to independently assess or verify the information provided by Hewitt, including the Hewitt Annual Financial Statements from which the Combined Data was derived. Although we have no reason to believe that any statement contained herein that is taken from or based on such information is misleading, untrue or incomplete in any material respect, we do not assume any responsibility for the accuracy and completeness of such information or any failure by Hewitt to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to us.

NON-GAAP AND ADDITIONAL GAAP MEASURES

This Offering Memorandum includes certain financial measures that are not prescribed by GAAP and, as such, are unlikely to be comparable to similar measures presented by other companies. These are referred to as "non-GAAP" financial measures. This Offering Memorandum also includes measures outside of the minimum line items mandated by GAAP which are considered additional GAAP measures and key performance indicators ("KPIs"). Toromont's management considers such non-GAAP financial measures, additional GAAP measures and KPIs to be useful to the understanding of Toromont's results and believes that providing certain non-GAAP financial measures provides important information regarding the operational performance and related trends of Toromont's business. Toromont's management uses KPIs to consistently measure performance against Toromont's priorities across the organization. Non-GAAP financial measures used by Toromont should not be considered as a substitute or alternative for net earnings or cash flow, in each case as determined in accordance with GAAP. These non-GAAP financial measures and additional GAAP measures are as follows:

EBITDA and EBITDA to Interest Expense. EBITDA is defined as net earnings before income taxes, interest and investment income, interest expense and depreciation and amortization. For the Combined Data presented in this Offering Memorandum, EBITDA is further adjusted to exclude the gain on employee future benefits remeasurement. ASPE recognizes actuarial gains and losses arising from experience adjustments and changes in assumptions and other items in net income, while IFRS recognizes actuarial gains and losses arising from experience adjustments and changes in assumptions in OCI. This item is not included for purposes of calculating EBITDA. EBITDA to interest expense is calculated as EBITDA divided by interest expense and is used by management as a measure of Toromont's ability to support its current borrowings.

Gross Profit and Gross Profit Margin. Gross profit is defined as total revenues less cost of goods sold. Gross profit margin is defined as gross profit divided by total revenues.

Net Debt to Total Capitalization. Net debt to total capitalization is calculated as net debt divided by total capitalization and is used by management as a measure of Toromont's financial leverage. Net debt is calculated as long-term debt plus the current portion of long-term debt (together, "total debt") less cash. Total capitalization is calculated as shareholders' equity plus net debt.

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Working Capital and Non-Cash Working Capital. Working capital is defined as total current assets less total current liabilities. Non-cash working capital is defined as total current assets (excluding cash) less total current liabilities (excluding current portion of long-term debt). Toromont's management views working capital as a measure for assessing overall liquidity.

Operating Income and Operating Income Margin. Operating income is defined as net earnings before income taxes, interest and investment income and interest expense and is used by management to assess and evaluate the financial performance of Toromont's operating segments. Financing and related interest charges cannot be attributed to business segments on a meaningful basis that is comparable to other companies. Business segments and income tax jurisdictions are not synonymous, and it is believed that the allocation of income taxes distorts the historical comparability of the performance of the business segments. Operating income margin is defined as operating income divided by total revenues.

Order Bookings and Backlogs. Toromont's order bookings represent new equipment units orders that management believes are firm. Backlogs are defined as the retail value of new equipment units ordered by customers for future deliveries. Toromont's management uses order backlogs as a measure of projecting future new equipment deliveries. There are no directly comparable IFRS measures for order bookings or backlogs.

Total Debt to EBITDA. Total debt to EBITDA is calculated as total debt divided by EBITDA and is used by management as a measure of Toromont's leverage and liquidity.

For a reconciliation of certain non-GAAP financial measures included in this Offering Memorandum, see "Selected Consolidated Financial and Operating Information", the section entitled "Non-GAAP and Additional GAAP Measures" in the attached Fixed Income Investor Presentation and the section entitled "Non-GAAP Measures" in our Annual MD&A (as defined herein) and our Interim MD&A (as defined herein).

DOCUMENTS INCLUDED AND INCORPORATED BY REFERENCE IN THIS OFFERING MEMORANDUM

The following documents filed by us with the securities commission or similar authority in each of the provinces of Canada are specifically incorporated by reference in, and form an integral part of, this Offering Memorandum:

• our annual information form for the year ended December 31, 2016, dated March 24, 2017;

• our audited consolidated financial statements as at and for the years ended December 31, 2016 and 2015, together with the report of the auditors thereon (our "Annual Financial Statements"), and our management's discussion and analysis in respect our Annual Financial Statements (our "Annual MD&A"); and

• our unaudited condensed consolidated financial statements as at June 30, 2017 and 2016 and for the three and six months ended June 30, 2017 and 2016 (our "Interim Financial Statements") and our management's discussion and analysis in respect of our Interim Financial Statements (our "Interim MD&A").

Any documents of the types referred to above, any material change reports (excluding any confidential material change reports), and any business acquisition reports, in each case filed by us with the securities regulatory authorities in Canada after the date of this Offering Memorandum and prior to the termination of this offering, will be deemed to be incorporated by reference in this Offering Memorandum.

The Fixed Income Investor Presentation dated September 20, 2017, attached as Appendix A, is included in, and forms an integral part of, this Offering Memorandum.

Any statement contained in this Offering Memorandum or in a document incorporated or deemed to be incorporated by reference in this Offering Memorandum shall be deemed to be modified or superseded for the purposes of this Offering Memorandum to the extent that a statement contained in this Offering Memorandum, or in any subsequently filed document which also is or is deemed to be incorporated by reference in this Offering Memorandum, modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Offering Memorandum except as so modified or superseded.

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Copies of the documents incorporated by reference in this Offering Memorandum are available through the internet under our profile on SEDAR which can be accessed at www.sedar.com.

MARKET AND INDUSTRY DATA

The data included in this Offering Memorandum regarding markets and rankings are based on independent industry publications or other published sources. The accuracy and completeness of information in the independent industry publications or other published sources cited in this Offering Memorandum is not guaranteed, has not been independently verified by us or the Agents and neither we nor the Agents make any representation as to the accuracy of such information. Certain data is also based on Toromont management's good faith estimates that are derived from their review of internal data, discussions with Hewitt management, as well as information obtained from trade and business organizations and other contacts in the market in which it operates, as well as Toromont management's overall knowledge and experience. We believe this data and management's estimates to be reasonable as of the date of this Offering Memorandum, unless a prior date is indicated or if there is a reference to historical data. However, this information may prove to be inaccurate because of the method by which we or Hewitt obtained some of the data for Toromont management's estimates or because this information cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in a survey of market size.

FORWARD-LOOKING INFORMATION

This Offering Memorandum (including the documents incorporated by reference herein) includes "forward-looking information" within the meaning of applicable Canadian securities laws. This forward-looking information includes, but is not limited to, statements with respect to our objectives and strategies to achieve those objectives, as well as statements with respect to our beliefs, plans, targets, expectations, anticipations, estimates or intentions and all other statements that are not historical facts. The words "could", "expect", "may", "anticipate", "assume", "believe", "intend", "estimate", "plan", "project", "guidance", "outlook", "likely", "should", "will" and similar expressions are intended to identify statements containing forward-looking information, although not all forward-looking statements include such words.

Conclusions, forecasts and projections set out in forward-looking information are based on our current objectives and strategies, and on expectations and estimates and other factors and assumptions that we believe to be reasonable at the time applied but that may prove to be incorrect. These include, but are not limited to, the following material factors and assumptions:

• general economic and industry growth rates; • commodity prices; • currency exchange and interest rates; • competitive intensity; and • the impact of the Acquisition.

Except as otherwise indicated, forward-looking information in this Offering Memorandum (including the documents incorporated by reference herein) does not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be considered or announced or may occur after the date the statement containing the forward-looking information is made.

We caution that all forward-looking information, including any statement regarding our current objectives, strategies and intentions and any factor or assumption underlying the forward-looking information, is inherently subject to change and uncertainty and that actual results may differ materially from those expressed or implied by the forward-looking information. A number of risks, uncertainties and other factors could cause actual results and events to differ materially from those expressed or implied in the forward-looking information or could cause our current objectives, strategies and intentions to change. These risks, uncertainties and other factors include, but are not limited to:

• changes in consumer and business confidence; • fiscal policy (including the risk of reduced infrastructure spending); • changes in business cycles, including general economic conditions in the countries and regions in which

Toromont and Hewitt operate; • commodity price changes, including changes in the price of precious and base metals; • changes in foreign exchange rates, including the CDN$/US$ exchange rate; • the termination of distribution or original equipment manufacturer agreements; • equipment product acceptance and availability of supply;

vi

• increased competition; • credit of third parties, including customers; • additional costs associated with warranties and maintenance contracts; • changes in interest rates; • the availability of financing; • potential environmental liabilities and changes to environmental regulation; • our dependence on, and any damage to the reputation of, Caterpillar; • product quality and product safety risks which could expose Toromont to product liability claims and negative

publicity; • new, or changes to current, federal and provincial laws, rules and regulations; • any requirement of Toromont to make contributions to the registered funded defined benefit pension plans,

postemployment benefits plan or the multi-employer pension plans in which it participates or will participate upon assuming Hewitt's obligations thereunder in excess of those currently contemplated;

• the future performance of the Hewitt Business; • our failure to achieve the expected benefits of the Acquisition and to efficiently integrate the Hewitt Business; • the potential for liabilities assumed in the Acquisition to exceed our estimates or for material undiscovered

liabilities in the Hewitt Business; • the potential for third parties to terminate or alter their agreements or relationships with Toromont or the Hewitt

Business as a result of the Acquisition; • the impact of the substantial additional indebtedness we will incur to finance the Acquisition; and • our ability to close the Acquisition on the proposed terms and within the anticipated time periods, or at all.

Many of these factors are beyond our control and current expectation or knowledge.

Should one or more of the above risks, uncertainties or other factors materialize, our objectives, strategies or intentions change, or any of the factors or assumptions underlying the forward-looking information prove incorrect, our actual results and our plans and targets could vary significantly from what we currently foresee. Accordingly, we warn investors to exercise caution when considering statements containing forward-looking information and that it would be unreasonable to rely on such statements as creating legal rights regarding our future results or plans or targets. All of the forward-looking information in this Offering Memorandum (including the documents incorporated by reference herein) is qualified by the cautionary statements herein.

Before making any investment decision in respect of the notes and for a detailed discussion of the risks and uncertainties associated with our business, its operations and its financial targets, performance and condition and the material factors and assumptions underlying the forward-looking information herein, fully review the disclosure incorporated by reference in and included in this Offering Memorandum, including the risks described under and referenced in "Risk Factors" in this Offering Memorandum.

Statements containing forward-looking information included in this Offering Memorandum and the documents incorporated by reference herein are made only as of the date of such document. We expressly disclaim any obligation to update or alter any statements containing forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

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SUMMARY

This summary highlights certain information about our business, the Transactions and this offering. This is a summary of information contained elsewhere in this Offering Memorandum and does not contain all of the information that you should consider before investing in the notes. For a more complete understanding of our business, the Transactions and this offering, you should read this entire Offering Memorandum, including the documents incorporated by reference in this Offering Memorandum.

COMPANY OVERVIEW

Toromont currently operates through two business segments: Equipment Group and CIMCO. The Equipment Group includes one of the larger Caterpillar dealerships by revenue and geographic territory in addition to industry leading rental operations and a growing agricultural equipment business. CIMCO is a market leader in the design, engineering, fabrication and installation of industrial and recreational refrigeration systems. Both segments offer comprehensive product support capabilities.

THE ACQUIRED HEWITT BUSINESS

Headquartered in Pointe-Claire, Québec, Hewitt sells, rents and services the full line of Caterpillar and other products. Founded in 1952, Hewitt has 45 branches across Eastern Canada and employs more than 2,000 people. Hewitt is the authorized Caterpillar dealer for the province of Québec, Western Labrador and the Maritimes, as well as the Mitsubishi Caterpillar Forklift America Inc. ("MCFA") dealer for Québec and most of Ontario. Hewitt is also the Maschinenbau Kiel GmbH ("MaK") dealer for Québec, the Maritimes and the Eastern seaboard of the United States, from Maine to Virginia. See "The Acquired Hewitt Business".

THE ACQUISITION AND FINANCING

Overview

On August 28, 2017, Toromont and Hewitt entered into a definitive agreement (the "Acquisition Agreement") pursuant to which Toromont agreed to purchase the Hewitt Business for a purchase price (the "Purchase Price") comprised of $917.7 million in cash and equity consideration (the "Equity Consideration") of approximately 2.25 million Toromont common shares (equating to $100 million based on the volume weighted average share price on the Toronto Stock Exchange for the 10 trading days prior to the public announcement of the Acquisition on August 28, 2017), subject to a working capital adjustment, plus the assumption of the Assumed Liabilities (as defined below). The closing of the Acquisition is subject to the fulfillment or waiver of certain customary closing conditions. On October 20, 2017, Toromont received a "no-action" letter from the Canadian Commissioner of Competition under the Competition Act (Canada) in respect of the Acquisition. Receipt of the "no-action" letter satisfies the regulatory approval condition under the Acquisition Agreement. See "The Acquisition Agreement". We expect the closing of the Acquisition to occur substantially concurrently with the closing of the offering.

Financing the Acquisition

A syndicate of financial institutions has provided us with committed bank financing for a 5-year non-revolving credit facility of up to $350 million to partially fund the Acquisition (the "New Term Loan") and a 5-year revolving credit facility of up to $500 million (the "New Revolver" and, together with the New Term Loan, the "New Credit Facilities"). The same syndicate has also provided us with committed bank financing for an additional non-revolving credit facility of up to $400 million to partially fund the Acquisition (the "Short Term Loan"); however, in lieu of obtaining the Short Term Loan, we are issuing the notes. We intend to fund the cash portion of the Purchase Price and expenses associated with the Transactions with the net proceeds of the offering, borrowings of approximately $250 million under the New Term Loan, borrowings under the New Revolver, and our then available cash on hand (collectively, and together with the Equity Consideration, the "Financing"). See "Use of Proceeds". The Acquisition and the Financing are collectively referred to in this Offering Memorandum as the "Transactions".

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THE OFFERING

The following summary of the terms of the offering is subject to, and should be read in conjunction with, the more detailed information appearing elsewhere in, and incorporated by reference in, this Offering Memorandum. For purposes of this "Summary of the Offering", the words "Toromont", "we", "us" and "our" refer to Toromont Industries Ltd. (or its successors, if any, under the indenture governing the notes) and not any of its subsidiaries.

Issuer: Toromont Industries Ltd.

Securities Offered: $500 million aggregate principal amount of 3.842% Senior Unsecured Notes Due 2027.

Offering Price: $1,000 per $1,000 principal amount of notes.

Interest Rate and Interest Payment Dates:

We will pay interest on the notes at the rate of 3.842% per year, in arrears, in equal semi-annual instalments on April 27 and October 27 of each year, beginning on April 27, 2018.

Record Dates: The record date in respect of any interest payment date will be the tenth business day immediately preceding that interest payment date.

Issue Date: October 27, 2017.

Maturity Date: The notes will mature on October 27, 2027.

Ranking: The notes will be unsecured, unsubordinated obligations of Toromont. See "Description of the Notes — Ranking".

Optional Redemption: The notes may be redeemed at any time, in whole or in part, at our option at a redemption price equal to the greater of (a) 100% of the principal amount of the notes to be redeemed and (b) the Canada Yield Price (as defined herein), plus accrued and unpaid interest; provided that, if we redeem the notes at any time on or after July 27, 2027 the redemption price will equal 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest. In addition, if not less than 90% in aggregate principal amount of the outstanding notes are tendered to any offer that we or a third party makes to repurchase the notes, we (or that third party) may redeem all of the outstanding notes following such tender offer at a redemption price equal to the price offered in such tender offer. See "Description of the Notes — Optional Redemption".

Special Mandatory Redemption: If the closing of the Acquisition has not occurred on or prior to 5:00 p.m. (Toronto time) on October 31, 2017 (or if, pursuant to the Acquisition Agreement, the Outside Date (as defined therein) is postponed to a later date, such later date (not later than 90 days after October 31, 2017) to which the Outside Date is postponed), or if, prior to such time, the Acquisition Agreement is terminated or we notify the Trustee that we do not intend to proceed with the Acquisition, the notes will be subject to a special mandatory redemption at a special mandatory redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, if any, from the issue date of the notes, up to, but not including, the date of such special mandatory redemption.

Change of Control Triggering Event:

If we experience a change of control and there is a specified decline in the credit rating of the notes, unless we have exercised our right or are required to redeem the notes, we will be required to make an offer to purchase all of the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of purchase. See "Description of the Notes — Change of Control Triggering Event".

Guarantees: None of our subsidiaries will guarantee the notes as of their original date of issue. The notes will be guaranteed as to the payment of principal, interest and premium, if any, by one or more of our subsidiaries in the event that, during the four quarter period ending on a Calculation Date (as defined herein), the Gross Revenues (as defined herein) of Toromont represent less than 80% of our Consolidated Gross Revenues (as defined herein) or the assets of Toromont as of a Calculation Date

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represent less than 80% of our consolidated assets. See "Description of the Notes — Guarantees".

Transfer Restrictions: The notes are being offered on a private placement basis and have not been qualified by prospectus for sale to the public under applicable Canadian securities laws and, accordingly, are subject to restrictions on transfer and resale. See "Notice to Investors — Distribution and Resale Restrictions."

Form and Denomination: The notes will be issued in the form of one or more global notes that will be deposited with, or on behalf of the depositary, CDS. Interests in the global notes will be issued only in denominations of $1,000 or integral multiples thereof. Except as described under "Book-Entry System, Settlement and Clearance", notes in definitive form will not be issued.

Use of Proceeds:

We intend to use the net proceeds from the sale of the notes as partial payment for the cash portion of the Purchase Price. See "Use of Proceeds".

Expected Credit Ratings: The notes are expected to be assigned a rating of BBB (high), with a stable trend, by DBRS Limited. A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. For further information, see "Credit Rating".

Risk Factors: Investment in the notes involves certain risks. Before deciding to invest in the notes, you should consider carefully the risk factors described in the "Risk Factors" section of this Offering Memorandum, as well as the other risk factors described in the documents incorporated by reference herein.

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TOROMONT

Toromont's Current Business

Toromont is the successor corporation to Toromont Industrial Holdings Ltd., which was incorporated under the laws of Canada in 1961. Toromont currently operates through two business segments: Equipment Group and CIMCO. The Equipment Group includes one of the world's larger Caterpillar dealerships by revenue and geographic territory in addition to industry-leading rental operations and a growing agricultural equipment business. CIMCO is a market leader in the design, engineering, fabrication and installation of industrial and recreational refrigeration systems. Both business segments offer comprehensive product support capabilities.

Equipment Group

The Equipment Group is comprised of the following five businesses: Toromont Cat; Battlefield – The Cat Rental Store ("Battlefield"); Sitech Mid-Canada Ltd. ("Sitech"); Toromont Energy Ltd. ("Toromont Energy"); and AgWest Ltd. ("AgWest").

Toromont Cat. Toromont Cat is one of the world's larger Caterpillar dealerships by revenue and geographic territory, with a network of branches in Ontario, Manitoba, Newfoundland and most of Labrador and Nunavut, providing a broad range of equipment supply and customer service capabilities. The Caterpillar dealership represents a broad range of Caterpillar products, including earthmoving and construction equipment, paving machines, forestry and mining equipment, industrial and marine applications, and power generation. In addition to the sales and service of equipment, operations include the distribution of replacement parts for Caterpillar products and other equipment lines, and the remanufacture and repair of engines and engine components. The Caterpillar dealership operates from a total of 33 locations (including branches, shared locations and on-site facilities at major customer-owned mine sites) across Ontario, Manitoba, Newfoundland and Labrador and Nunavut. Headquarters are located in Concord, Ontario.

Battlefield. Battlefield is a single source supplier of rental equipment, Caterpillar Compact Equipment, new and used equipment sales, specialty tools, building products, safety supplies and safety training programs for construction contractors, trades people, plant maintenance contractors and homeowners. Battlefield has a network of 41 branches (including shared facilities and service depots) across Ontario, Manitoba and Newfoundland & Labrador, including its Head Office facility in Stoney Creek, Ontario. Battlefield sells brand name products and is the authorized distributor for such brands as Caterpillar, Spectra Precision/Trimble, Wacker Neuson, Stihl, Honda, SkyJack, Genie, Husqvarna, Atlas Copco, Bosch, Gorman-Rupp, as well as many others. Battlefield also operates Jobsite Industrial Rentals Services, which provides equipment for the plant maintenance, factory and industrial industries; focusing on the electrical, mechanical, welding, millwrighting and rigging trades. Jobsite Industrial Rentals Services operates out of shared locations in Burlington, Cambridge, Toronto and Sudbury, Ontario.

Sitech. Sitech sells and services Trimble machine GPS control and guidance and laser survey equipment and operates from shared locations in Concord, Ontario and Winnipeg, Manitoba.

Toromont Energy Ltd. Toromont Energy develops distributed generation and combined heat and power projects. A subsidiary of Toromont, its core business is the supply, construction and operation of high efficiency power plants, using Caterpillar's power generation technologies. In addition to providing a range of services for power generation projects, Toromont Energy, on a selective basis, participates in project ownership. Toromont Energy is based in Concord, Ontario, and operates from four locations (including three owned and operated plants) throughout Ontario that supply energy to hospitals, district energy systems and landfill gas to energy plant. Toromont signed 15-year agreements with the Ontario Power Authority in 2010 regarding the power supplied from the two plants in Sudbury, Ontario. The plant in Waterloo, Ontario, is under a 20-year agreement, signed in 2007. In addition, Toromont Energy provides plant operations services to a number of customers in Ontario. We operate and maintain power plants to help ensure our customers success.

AgWest. AgWest (formerly Ag West Equipment Ltd.) is a dealer of agricultural equipment in the Province of Manitoba, providing products including Agco's Challenger, Fendt and Massey Ferguson lines, Claas combines, building products targeted to agricultural customers, Agco's RoGator and TerraGator spray equipment as well as Raven (Slingshot) technology products. AgWest operates from 5 branches (including one shared location) in Manitoba.

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CIMCO

CIMCO is Canada's largest supplier of industrial and recreational compression equipment, providing full-service capabilities including design, engineering, installation and after-market service. Industrial refrigeration applications include the food, dairy, cold storage and beverage segments. Recreational refrigeration applications include artificial ice surfaces for various sporting activities such as hockey, curling, skating and other unusual ice surfaces. CIMCO is the "Preferred Ice Rink Equipment Supplier" for the National Hockey League. Headquartered in Toronto, Ontario, CIMCO operates from over 36 locations (including branches and service depots) across Canada and the United States.

Corporate Structure

Our Toromont Cat, CIMCO Refrigeration and Battlefield – The Cat Rental Store business units in Canada operate as divisions of Toromont Industries Ltd. Our principal subsidiaries, each 100% owned by Toromont Industries Ltd., are set out below. On closing the Acquisition, the Hewitt Business will be owned by and operated through Toromont Industries Ltd. as a division.

THE ACQUIRED HEWITT BUSINESS

Hewitt is the authorized Caterpillar dealer for the province of Québec, Western Labrador and the Maritimes, as well as the MCFA dealer for Québec and most of Ontario. With headquarters in Pointe-Claire, Québec and 45 branches, Hewitt sells, rents and services a wide range of Caterpillar products. Hewitt is also the MaK dealer for Québec, the Maritimes and the Eastern seaboard of the United States, from Maine to Virginia.

Operating Divisions

Hewitt operates through five divisions: Heavy Equipment, Energy, Material Handling, Hewitt Rentals and Truck. The Heavy Equipment division offers a wide range of Caterpillar equipment as well as product support solutions. The Energy division specializes in the design and assembly of customized turnkey power generation systems, instrument panels and electrical systems, including sales and support for the Caterpillar product line. The Material Handling division offers a full range of products and solutions related to material handling and warehousing. Hewitt Rentals rents a wide variety of equipment and small tools. The Truck division distributes on-highway engine parts and offers maintenance and repair services directly to customers and through a specialized sub-dealer network.

Products and Services

Heavy Equipment Division

Hewitt's product offering covers a wide range of construction, mining and forestry equipment. Revenue is driven by three core activities consisting of the sale of new and used equipment, the rental of Hewitt-owned equipment, and the sale of parts and services. The Heavy Equipment division offers two different types of rental services: rent-to-rent and rental with purchase option. Hewitt employs resident technicians capable of responding to repair needs in Hewitt's covered geography, including in remote regions. Hewitt carries inventory for a wide range of new, used and rebuilt parts for Caterpillar machines. Hewitt has developed various service programs which help prevent downtime and schedule equipment maintenance and repairs in order to maximize equipment uptime for its customers.

Toromont Energy Ltd.

(Canada)

Sitech Mid-Canada Ltd.

(Ontario)

Ag West Equipment Ltd.

(Manitoba)

CIMCO Refrigeration Inc.

(Alabma)

Toromont Industries Ltd.

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Energy Division

The Energy division specializes in the design and assembly of generator sets, including control panels and transfer switches. The division offers customized solutions for electric power generators, marine power systems and industrial applications using both diesel and natural gas engines. Revenue is driven by core activities consisting of sales of power systems, rental of generator sets, and the sale of parts, service and product support solutions. Hewitt has turnkey project management capabilities and expertise that enable it to execute large complex projects with limited need to rely on Caterpillar for support. Hewitt's service offering for power systems includes engineering support and project management.

Hewitt Rentals

Hewitt rents a variety of equipment and small tools to businesses, contractors, landscapers and individuals. In addition to Caterpillar products, Hewitt Rentals also rents equipment from other well-known manufacturers.

Materials Handling Division

Hewitt offers a wide range of material handling products and solutions in Ontario and Québec. Hewitt carries sit-down, stand-up and walkie forklift and pallet trucks available for sale or rental. Revenue is driven by the sale, lease and rental of equipment and the sale of parts and services. Hewitt is also a supplier of replacement parts for lift trucks that can be installed on various brands or models. Hewitt has technicians based in Ontario and Québec who offer services ranging from regular maintenance programs to specific trouble-shooting.

Truck

Hewitt sells parts and services directly and through its sub-dealership network for Caterpillar on-highway truck engines in Québec and in the Maritimes in other original equipment manufacturer ("OEM") trucks.

Sales, Marketing and Competitive Conditions

Hewitt serves a diverse number of industries within Québec, Western Labrador, the Maritimes and parts of Ontario across the different divisions of its business. The largest customers of Hewitt's Heavy Equipment division are mining, construction and forestry companies. Hewitt also sells equipment and provides services to the automotive, transportation, and warehousing industries, among others. There is no significant concentration of revenues from any single customer within the Heavy Equipment division.

In the Heavy Equipment market, Hewitt competes with international and national, regional and local distributors of competing equipment product lines, including Kubota, Komatsu, John Deere, Yanmar, Case, Volvo, Hitachi and Bobcat. Hewitt is a market leader in the Heavy Equipment market segment in Québec and the Maritimes.

Dealership and Distribution Agreements

Hewitt acts as the authorized Caterpillar dealer for the province of Québec, Western Labrador and the Maritimes pursuant to a number of dealership and distribution agreements. On closing of the Acquisition, Toromont expects to enter into dealership and distribution agreements for these territories on generally the same terms and conditions as the current agreements between Caterpillar and Toromont. Hewitt also has dealership and distribution agreements with various other equipment manufacturers.

Employees

Hewitt employs over 2,000 people. Hewitt employs highly qualified technicians and offers apprenticeship and training programs to enhance the expertise and know-how of its workforce. Hewitt is party to a collective agreement covering some of its employees.

Facilities/Locations

Hewitt operates 45 locations in Québec, New Brunswick, Nova Scotia, Prince Edward Island, Western Labrador and Ontario. Hewitt owns approximately 1.5 million sq. ft. and 10.3 million sq. ft. of buildings and land respectively. It also

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leases approximately 82,000 sq. ft. and 291,000 sq. ft. of buildings and land respectively. Hewitt's branches are strategically located to cover a large territory and include remote locations such as Wabush, Labrador; Sydney, Nova Scotia; and Chibougamau, Québec.

Environmental and Safety Matters

Hewitt's operations are subject to a variety of environmental laws and regulations. Hewitt is committed to managing the environment responsibly and has established an environmental compliance regime. The health and safety of employees, customers and suppliers is a top priority for Hewitt. Hewitt has put in place a health and safety policy that is communicated to employees, customers and suppliers.

Legal Proceedings

Hewitt is occasionally named as a party in legal proceedings arising in the normal course of its business. Although there can be no assurance that any individual claim will be resolved in Hewitt's favour, Toromont's management does not believe that the outcome of any claims or potential claims of which it is currently aware will have a material adverse effect on Toromont.

THE ACQUISITION AND FINANCING

Overview

On August 28, 2017, Toromont and Hewitt entered into the Acquisition Agreement pursuant to which Toromont agreed to purchase the Hewitt Business for the Purchase Price, subject to a working capital adjustment, plus the assumption of the Assumed Liabilities. $65 million of the Purchase Price will be deposited with a third-party escrow agent at closing of the Acquisition, $15 million of which will be held in escrow to satisfy any working capital adjustments and $50 million of which will be held in escrow for 18 months post-closing to satisfy any indemnification claims made by Toromont against Hewitt. The closing of the Acquisition is subject to the fulfillment or waiver of certain customary closing conditions. On October 20, 2017, Toromont received a "no-action" letter from the Canadian Commissioner of Competition under the Competition Act (Canada) in respect of the Acquisition. Receipt of the "no-action" letter satisfies the regulatory approval condition under the Acquisition Agreement. See "The Acquisition Agreement". We expect the closing of the Acquisition to occur substantially concurrently with the closing of the offering.

Financing the Acquisition

A syndicate of financial institutions has provided us with committed bank financing for the New Term Loan, a 5-year non-revolving credit facility of up to $350 million, to partially fund the Acquisition and the New Revolver, a 5-year revolving credit facility of up to $500 million. The same syndicate has also provided us with committed bank financing for the Short Term Loan; however, in lieu of obtaining the Short Term Loan, we are issuing the notes. We intend to fund the cash portion of the Purchase Price and expenses associated with the Transactions with the net proceeds of the offering, borrowings of approximately $250 million under the New Term Loan, borrowings under the New Revolver, and our then available cash on hand. See "Use of Proceeds".

For further details with respect to our New Credit Facilities, see "Description of Certain Other Indebtedness".

The Acquisition Agreement

The following is a summary of the material provisions of the Acquisition Agreement. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the Acquisition Agreement, a copy of which has been filed on SEDAR and is available under Toromont's profile on SEDAR at www.sedar.com.

Purchase of Hewitt Business

Pursuant to the terms of the Acquisition Agreement, Toromont will purchase the Hewitt Business from Hewitt for the Purchase Price comprised of $917.7 million in cash consideration and the Equity Consideration, subject to a working capital adjustment, plus the assumption of the Assumed Liabilities. $65 million of the Purchase Price will be deposited with a

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third-party escrow agent at closing of the Acquisition, $15 million of which will be held in escrow to satisfy any working capital adjustments and $50 million of which will be held in escrow for 18 months post-closing to satisfy any indemnification claims made by Toromont against Hewitt.

Assumed Liabilities

Toromont has agreed to assume certain liabilities of Hewitt arising out of or relating to the Hewitt Business (the ''Assumed Liabilities''), including: (i) all obligations and liabilities of Hewitt under the contracts, leases and authorizations transferred to Toromont; (ii) all current liabilities reflected on the closing balance sheet of Hewitt; (iii) all obligations and liabilities of Hewitt under certain pension plans and post-retirement benefit plans of Hewitt, together with all obligations and liabilities of Hewitt in respect of employees whose employment continues with Toromont or who accept offers of employment from Toromont; and (iv) all obligations and liabilities of Hewitt in connection with legal proceedings relating to the Hewitt Business.

Excluded Liabilities

The Assumed Liabilities do not include any obligations or liabilities of Hewitt relating to: (i) intercompany indebtedness of Hewitt entities and their affiliates; (ii) Hewitt's existing credit facilities or other indebtedness for borrowed money owed to third parties; (iii) Hewitt's income taxes; (iv) breaches under contracts, leases, or authorizations transferred to Toromont occurring prior to the closing of the Acquisition; and (v) the Excluded Assets (as defined below)(collectively, the "Excluded Liabilities").

Excluded Assets

The Hewitt Business acquired by Toromont does not include (i) cash on hand, cash equivalents, bank deposits and marketable securities of Hewitt; (ii) certain bank accounts, documents and records of Hewitt; (iii) any intercompany indebtedness to Hewitt entities or their affiliates or shareholders; (iv) trademark and other rights to the name "Hewitt"; (v) certain insurance policies held by Hewitt and certain contracts to which Hewitt is a party; (vi) all shares or other securities issued to Hewitt; (vii) certain tax assets; (viii) any contracts or leases relating to Excluded Liabilities; and (ix) certain personal, historical, family, and heritage items of the principals of Hewitt (the ''Excluded Assets'').

Closing Conditions, Representations and Warranties and Covenants

The obligations of Toromont and Hewitt to complete the Acquisition are subject to a number of customary closing conditions, including: (i) the representations and warranties of each party being true and correct in all material respects as of the time of closing; (ii) all covenants to be performed at or prior to the time of closing having been performed in all material respects; (iii) no legal or regulatory action or proceeding being outstanding at the time of closing that would restrict the Acquisition; and (iv) all approvals under the Competition Act (Canada) required for the Acquisition having been received. Additionally, the obligation of Toromont to complete the Acquisition is subject to: (i) no material adverse effect in respect of the Hewitt Business having occurred and (ii) Hewitt giving or obtaining certain notices and consents specified in the Acquisition Agreement.

The Acquisition Agreement includes representations and warranties and covenants customary for an arm's length acquisition agreement.

Indemnification

The Acquisition Agreement contains certain customary indemnification provisions in favor of the parties involved. Hewitt shall indemnify and save Toromont harmless of and from any damages suffered as a result of: (i) any breach or non-performance by Hewitt of any covenant under the Acquisition Agreement; (ii) any breach or inaccuracy of any representation or warranty of Hewitt contained in the Acquisition Agreement; (iii) any successor taxes; (iv) Hewitt failing to file its tax returns in accordance with the Acquisition Agreement; or (v) any Excluded Liabilities.

Toromont shall indemnify and save Hewitt harmless of and from any damages suffered as a result of: (i) any breach or non-performance by Toromont of any covenant under the Acquisition Agreement; (ii) any breach or inaccuracy of any representation or warranty of Toromont given under the Acquisition Agreement; (iii) Toromont failing to file its tax returns in accordance with the Acquisition Agreement; or (iv) any Assumed Liabilities.

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Indemnity claims for breaches of representations and warranties of Hewitt generally can be made for a period of 18 months following the closing of the Acquisition, except for breaches of: (i) certain fundamental representations and warranties which can be brought at any time (ii) certain tax representations which can be made until 90 days after the expiry of the last applicable limitation period under the applicable tax legislation; and (iii) environmental representations which can be made within four years following the closing of the Acquisition. Notwithstanding the above, any claim involving fraud or fraudulent misrepresentation may be made at any time subject only to applicable periods imposed by law.

Indemnity claims for breaches of representations and warranties of Toromont generally can be made for a period of 18 months following the closing of the Acquisition, except certain fundamental representations and warranties which can be made at any time. Claims relating to certain tax elections may be made up to 60 days after the expiry of the statutory assessment period.

The aggregate liability of Hewitt and Toromont to each other for breaches of representations and warranties under the Acquisition Agreement (other than certain fundamental representations and warranties and certain tax representations to which no cap shall apply) shall not exceed $80 million. Losses suffered or incurred in connection with breaches of representations and warranties (other than certain fundamental representations and warranties and certain tax representations) must exceed a $6.25 million deductible before an indemnity claim can be made under the Acquisition Agreement for such losses, and then only to the extent they exceed the deductible. Neither party will be required to indemnify the other for claims where losses are less than $300,000 and such losses shall not be counted towards the $6.25 million deductible. None of the aforementioned limitations shall apply to claims involving fraud or the willful breach of the Acquisition Agreement.

Termination

The Acquisition Agreement may be terminated at any time prior to the closing of the Acquisition: (i) by Toromont if the conditions to closing in favour of Toromont are incapable of being satisfied prior to the Outside Date (as defined in the Acquisition Agreement) and Hewitt fails to satisfy such conditions within 30 days of Toromont providing written notice to Hewitt that such conditions cannot be satisfied; (ii) by Hewitt if the conditions to closing in favour of Hewitt are incapable of being satisfied prior to the Outside Date and Toromont fails to satisfy such conditions within 30 days of Hewitt providing written notice to Toromont that such conditions cannot be satisfied; (iii) by the mutual written agreement of Toromont and Hewitt; or (iv) by either party if the closing of the Acquisition shall not have occurred on or before the Outside Date (or such later date as the parties may agree); provided that neither party may terminate the Acquisition Agreement if it has breached the Acquisition Agreement and such breach has prevented the closing of the Acquisition from occurring prior to the Outside Date. Either Toromont or Hewitt may postpone the Outside Date by not less than 30 days if all approvals required under the Competition Act (Canada) have not been obtained; provided the Outside Date may not be postponed beyond January 29, 2018.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION

The following table sets forth certain selected consolidated historical financial and operating information for Toromont as of and for the periods ended on the dates indicated below. The selected historical financial information presented below for and as of the end of each of the two years ended December 31, 2016 is derived from Toromont's Annual Financial Statements. The selected historical financial information presented below as at June 30, 2017 and 2016 and for the six months ended June 30, 2017 and 2016 is derived from Toromont's Interim Financial Statements. The selected financial information for Toromont for the twelve months ended June 30, 2017 has been derived by adding the relevant information for the year ended December 31, 2016 to the relevant information for the six month period ended June 30, 2017 and subtracting the information for the six month period ended June 30, 2016. Toromont's historical financial results may not be indicative of future results and interim results are not necessarily indicative of the results that may be expected for any other interim period or for a full year. For details with respect to the financial data for the twelve months ended June 30, 2017 presented below on an as adjusted, combined basis, see "Presentation of Financial and Other Information". The following data should be read in conjunction with Toromont's Annual Financial Statements and Interim Financial Statements, the Hewitt Annual Financial Statements including in each case the notes related to those financial statements, and Toromont's management's discussion and analysis in respect of those financial statements, all of which are incorporated by reference or included in this Offering Memorandum.

($ in thousands of dollars except where otherwise indicated.) Six Months Ended June 30 Year Ended December 31 Consolidated Income Statements: 2017 2016 2016 2015 Revenues .................................................................................. $ 943,238 $ 910,043 $ 1,912,040 $ 1,846,723 Cost of goods sold ................................................................... 720,690 697,570 1,443,978 1,402,113 Gross profit(1) .......................................................................... $ 222,548 $ 212,473 $ 468,062 $ 444,610 Selling and administrative expenses ........................................ 128,132 124,836 251,499 240,100 Operating income(1)(2) .............................................................. $ 94,416 $ 87,637 $ 216,563 $ 204,510 Interest expense ....................................................................... 3,671 3,593 7,242 8,668 Interest and investment income ............................................... (2,108) (2,207) (4,006) (3,422) Income before income taxes .................................................... $ 92,853 $ 86,251 $ 213,327 $ 199,264 Income taxes ........................................................................... 25,374 23,675 57,579 53,598 Net earnings ............................................................................. $ 67,479 $ 62,576 $ 155,748 $ 145,666 Other Data: Equipment Group revenues as a % of consolidated revenues .... 86.7% 86.9% 85.3% 87.4% CIMCO revenues as a % of consolidated revenues ................... 13.3% 13.1% 14.7% 12.6% Gross profit margin(1) ................................................................ 23.6% 23.3% 24.5% 24.1% SG&A expenses as a % of consolidated revenues ..................... 13.6% 13.7% 13.2% 13.0% Operating income margin(1)(2) .................................................... 10.0% 9.6% 11.3% 11.1% Capital expenditure ................................................................... $ 90,929 $ 82,385 $ 123,494 $ 150,106 Bookings(3) ($ in millions) ......................................................... $ 636 $ 521 $ 992 $ 918 Backlog(3) ($ in millions) (at period end) ................................... $ 422 $ 260 $ 246 $ 180 Net debt(4) (at period end) .......................................................... $ 30,918 $ 123,859 $ (36,207) $ 87,089 Non-cash working capital(5) (at period end) ............................... $ 447,939 $ 460,939 $ 388,458 $ 421,303 As at June 30 As at December 31 Statements of Financial Position 2017 2016 2016 2015 Cash .......................................................................................... $ 120,944 $ 29,298 $ 188,735 $ 66,680 Property, plant and equipment ................................................... $ 186,462 $ 183,746 $ 181,827 $ 184,154 Rental equipment ...................................................................... $ 310,443 $ 280,766 $ 272,277 $ 245,670 Total assets ................................................................................ $ 1,510,906 $ 1,346,418 $ 1,410,571 $ 1,276,077 Long-term debt (including current portion) ............................... $ 151,862 $ 153,157 $ 152,528 $ 153,769 Shareholders' equity .................................................................. $ 923,815 $ 809,352 $ 885,432 $ 775,281 Twelve Months Ended June 30, 2017 Year Ended December 31 Inputs to Calculate Certain Financial Ratios Below: Combined Data(6) Toromont 2016 2015 Depreciation and amortization .................................................. $ 140,415 $ 77,883 $ 76,726 $ 74,003 EBITDA(2) ................................................................................. $ 430,110 $ 301,225 $ 293,289 $ 278,513 Interest expense ......................................................................... $ 37,320(7) $ 7,320 $ 7,242 $ 8,668 Calculation of Certain Financial Ratios: Net debt to total capitalization(4) ................................................ 48.1% 3.2% (4.3%) 10.1% Total debt / EBITDA(2)(4) ........................................................... 2.21x 0.50x 0.52x 0.55x EBITDA / interest expense(2)(4) .................................................. 11.5x(7) 41.2x 40.5x 32.1x

(1) Gross profit margin and operating income margin are KPIs used by management. Gross profit is an additional GAAP measure. It is defined as total revenues less costs of goods sold. Gross profit margin represents gross profit divided by revenue. Operating income is an additional GAAP measure. It is defined as net earnings before income taxes, interest and investment income and interest expense. Operating income margin represents operating

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income divided by revenue. For further information about these financial measures, see "Non-GAAP and Additional GAAP Measures" and the sections entitled "Non-GAAP Measures" and "Additional GAAP Measures" in our Interim MD&A.

(2) EBITDA is a non-GAAP financial measure. EBITDA is defined as net earnings before income taxes, interest and investment income, interest expense and depreciation and amortization. For the Combined Data presented in the table below, EBITDA is further adjusted to exclude the gain on employee future benefits remeasurement, which is included in Hewitt's net earnings for the year ended December 28, 2016. ASPE recognizes actuarial gains and losses arising from experience adjustments and changes in assumptions and other items in net income, while IFRS recognizes actuarial gains and losses arising from experience adjustments and changes in assumptions in OCI. This item is not included for purposes of calculating EBITDA. For further information about EBITDA, see "Non-GAAP and Additional GAAP Measures". EBITDA presented under the Combined Data column of the table above, and EBITDA and the related financial measures presented under the Combined Data column in the table below, are derived from a combination of Toromont's EBITDA (or related financial measure) for the 12 months ended June 30, 2017 combined with Hewitt's EBITDA (or related financial measure) for the year ended December 28, 2016. For further detail with respect to the Combined Data, see "Presentation of Financial and Other Information". The table below provides a reconciliation of operating income and EBITDA to net earnings:

Twelve Months Ended

June 30, 2017 Six Months Ended June 30 Year Ended December 31

($ thousands except where otherwise indicated) Combined Data(6) 2017 2016 2016 2015

Net earnings ............................................................................... $207,273 $67,479 $62,576 $155,748 $145,666

plus: Interest expense .............................................................. 20,986 3,671 3,593 7,242 8,668 less: Interest and Investment income ....................................... (3,907) (2,108) (2,207) (4,006) (3,422) plus: Income taxes ................................................................... 76,928 25,374 23,675 57,579 53,598 less: Gain on Employee Future Benefits remeasurement (11,585) - - - -

Operating income ...................................................................... 289,695 94,416 87,637 216,563 204,510 plus: Depreciation and amortization ........................................ 140,415 38,517 37,360 76,726 74,003

EBITDA ..................................................................................... $430,110 $132,933 $124,997 $293,289 $278,513 (3) Order bookings and backlogs are key performance indicators used by management. Order bookings represent new equipment units orders that

management believe are firm. Backlogs are defined as the retail value of new equipment units ordered by customers for future deliveries. For further information about these financial measures, see "Non-GAAP and Additional GAAP Measures" and the sections entitled "Non-GAAP Measures" and "Additional GAAP Measures" in our Interim MD&A.

(4) Net debt to total capitalization is calculated as net debt divided by total capitalization and is an additional GAAP measure. Net debt is defined as total debt less cash. Total capitalization is defined as net debt plus shareholders' equity. Total debt is defined as long-term debt plus current portion of long-term debt. The total debt / EBITDA and EBITDA / interest expense financial ratios represent total debt divided by EBITDA and EBITDA divided by interest expense, respectively. For further information, including how we calculate net debt to total capitalization, see "Non-GAAP and Additional GAAP Measures" and the sections entitled "Non-GAAP Measures" and "Additional GAAP Measures" in our Interim MD&A.

(5) Non-cash working capital is defined as total current assets (excluding cash) less total current liabilities (excluding current portion of long term debt). Non-cash working capital is a non-GAAP financial measure. See "Non-GAAP and Additional GAAP Measures" and the sections entitled "Non-GAAP Measures" and "Additional GAAP Measures" in our Interim MD&A.

(6) To assist potential investors in understanding the impact of the Acquisition on certain financial measures, management has provided this hypothetical, Combined Data, which has been prepared in the manner, and on the basis of the assumptions and estimates, described under "Presentation of Financial and Other Information". Among other things, this Combined Data column assumes (i) Toromont incurs an aggregate $801.8 million of indebtedness under the New Credit Facilities and this offering (collectively, the "Acquisition Debt") to fund the cash portion of the Purchase Price and (ii) an estimated $5 million of fees and other expenses that Toromont expects to incur in connection with the Financing. In addition, for purposes of calculating total capitalization under this Combined Data column, shareholders' equity reflects the approximately 2.25 million common shares to be issued by Toromont on the closing of the Acquisition to satisfy the Equity Consideration. These shares were valued at $100 million based on the volume weighted average share price on the Toronto Stock Exchange for the 10 trading days prior to the public announcement of the Acquisition on August 28, 2017. The actual value will be determined based on our share price at the time of issuance. No adjustment has been made to shareholders' equity to reflect Acquisition costs. The Combined Data is for illustrative purposes only and has not been prepared in accordance with any accounting or securities regulations relating to the presentation of pro forma financial information. The financial information for Hewitt from which the Combined Data has been derived has not been reconciled from ASPE to IFRS. Accordingly, it will not account for any differences between IFRS and ASPE which may be material. In addition, the Combined Data is based on certain management estimates and assumptions, some or all of which may not materialize. The Combined Data does not purport to represent what our financial results or condition would have been if the Transactions had occurred at any date or to project our financial results or condition for any future period. Undue reliance should not be placed on the Combined Data. For further detail with respect to the Combined Data, see "Presentation of Financial and Other Information".

(7) As noted in the table in footnote (2) above, interest expense for the twelve months ended June 30, 2017, if prepared on a Combined Data basis, would have been approximately $20.99 million. However, for purposes of this Combined Data column, that interest expense (prepared on a Combined Data basis) has been further adjusted to (i) eliminate Hewitt's interest expenses on Hewitt's indebtedness that will not be assumed by Toromont pursuant to the Acquisition and (ii) add interest expense related to the Acquisition Debt at an assumed blended interest rate of 4.0% per year as if that Acquisition Debt was incurred by Toromont at the beginning of the twelve-month period ended June 30, 2017.

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USE OF PROCEEDS

Our estimated net proceeds from our sale of the notes, after deducting the Agents' fees and the estimated expenses of this offering payable by us, will be approximately $497 million. Absent any special mandatory redemption of the notes, we intend to use the net proceeds from our sale of the notes, together with borrowings under the New Credit Facilities and cash on hand, to pay the cash portion of the Purchase Price and to pay any Financing related fees and expenses. Pending any such use, we may invest the net proceeds in bank deposits and short-term marketable securities.

The estimated sources and uses of funds in connection with the Transactions are set out in the table below.

Sources of Funds Amount ($ in thousands) Uses of Funds Amount ($ in thousands)

Cash on hand(1) .......................... $ 120,944 Cash portion of Purchase Price(3)(4)... $ 917,700

New Credit Facilities and notes offered hereby(2) .........................

$ 801,756 Financing fees and expenses(5)……. $ 5,000

Total sources ............................ $ 922,700 Total uses ......................................... $ 922,700 (1) Cash on hand as of June 30, 2017. Actual cash on hand available on the closing date of the Acquisition may be more or less than indicated.

(2) Assumes we draw approximately $51.8 million under the New Revolver to pay the balance of the cash portion of the Purchase Price (after applying the net proceeds from this offering, our borrowing under the New Term Loan and our available cash on hand on the closing date of the Acquisition). The actual amount of funds drawn under the New Revolver will be dependent upon our available cash on hand on the closing date of the Acquisition and, accordingly, may be more or less than indicated in the table above.

(3) The Equity Consideration is to be satisfied by our issuance of approximately 2.25 million Toromont common shares.

(4) Assumes no working capital adjustment to the Purchase Price pursuant to the Acquisition Agreement. We expect to use availability under the New Revolver to fund any increase in the Purchase Price due to a working capital adjustment.

(5) Reflects estimated fees and other expenses payable by us in connection with the Financing, including (i) the fees and out-of-pocket expenses payable to the Agents in connection with this offering and (ii) fees and out-of-pocket expenses payable to the lenders in connection with the New Credit Facilities.

If the closing of the Acquisition has not occurred on or prior to 5:00 p.m. (Toronto time) on October 31, 2017 (or if, pursuant to the Acquisition Agreement, the Outside Date (as defined therein) is postponed to a later date, such later date (not later than 90 days after October 31, 2017) to which the Outside Date is postponed), or if, prior to such time, the Acquisition Agreement is terminated or we notify the Trustee that we do not intend to proceed with the Acquisition, the notes will be subject to a special mandatory redemption at a special mandatory redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, if any, from the issue date of the notes, up to, but not including, the date of such special mandatory redemption. If we are required to mandatorily redeem the notes, we will apply the net proceeds from this offering toward such redemption.

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CONSOLIDATED CAPITALIZATION

The following table summarizes our cash and our consolidated capitalization, in each case as at June 30, 2017,

• on an actual basis; and • on an as adjusted, combined basis to give effect to the Acquisition and the expected Financing, including our

intended application of the estimated net proceeds therefrom, as described in the table above under "Use of Proceeds".

This table should be read together with our Annual Financial Statements and our Interim Financial Statements.

June 30, 2017

Actual As Adjusted, Combined Basis(7)

(In thousands)

Cash(1)(7) ....................................................................................................................... $ 120,944 $ 0

Long-term debt(2) (including current portion):

New Revolver(1)(3)(7) .................................................................................. -- $ 51,756

New Term Loan(3)(7) .................................................................................. -- 250,000

7.06% Senior Debentures Due 2019 .................................................................. $ 3,884 3,884

3.71% Senior Unsecured Notes Due 2025 ......................................................... 150,000 150,000

Notes offered hereby .......................................................................................... -- 500,000

Debt issuance costs, net of amortization(4) ................................................... (2,022) (7,022)

Total long-term debt, including current portion ................................... $ 151,862 $ 948,618

less: Cash ..................................................................................................................... 120,944 --

Net debt ....................................................................................................................... $ 30,918 $ 948,618

Shareholders' equity(5)(7)............................................................................................... 923,815 1,023,815

Total capitalization(6) ................................................................................................... $ 954,733 $ 1,972,433

____________

(1) On closing the Acquisition, we expect to draw sufficient funds under the New Revolver to pay the balance of the cash portion of the Purchase Price (after applying the net proceeds from this offering, our borrowing under the New Term Loan and our available cash on hand on the closing date of the Acquisition). The amount of this draw will be dependent on the size of the New Term Loan and this offering and our available cash on hand on the closing date of the Acquisition, which may be more or less than indicated.

(2) The debt under our New Credit Facilities and the 2025 Notes (as defined below) and senior debentures is unsecured and unsubordinated debt of Toromont Industries Ltd. Currently, this debt is not guaranteed by any of our subsidiaries. The debt under the 2025 Notes must be guaranteed by one or more of our subsidiaries in the event that, during the four quarter period ending on (or as of, as applicable) a Calculation Date (as defined herein), the Gross Revenues (as defined herein) or assets, respectively of Toromont Industries Ltd. represent less than 80% of our Consolidated Gross Revenues (as defined herein) or consolidated assets. The debt under our New Credit Facilities and outstanding senior debentures must be guaranteed by one or more of our subsidiaries only if and for so long as the revenues or assets of Toromont Industries Ltd., on an unconsolidated basis, represent less than 85% of our consolidated assets or revenues, respectively. For further details, see "Description of Certain Other Indebtedness", "Description of the Notes" and Note 5 to our Interim Financial Statements.

(3) As part of the Financing, the New Credit Facilities will replace in its entirety Toromont's existing credit facility, under which no amounts were outstanding and letters of credit utilized $22.9 million of availability as of June 30, 2017. For further details, see "Description of Certain Other Indebtedness".

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(4) The line item for debt issuance costs, net of amortization on an as adjusted, combined basis above has been increased by $5 million, which is our estimate of the fees and other expenses we expect to incur in connection with the Financing.

(5) The line item for shareholders' equity on an as adjusted, combined basis reflects the approximately 2.25 million common shares to be issued by Toromont on the closing of the Acquisition to satisfy the Equity Consideration. These shares were valued at $100 million based on the volume weighted average share price on the Toronto Stock Exchange for the 10 trading days prior to the public announcement of the Acquisition on August 28, 2017. The actual value will be determined based on our share price at the time of issuance. No adjustment has been made to shareholders' equity to reflect Acquisition costs.

(6) Total capitalization is equal to total long-term debt (including current portion of long-term debt) less cash plus shareholders' equity.

(7) See "Presentation of Financial and Other Information" for certain assumptions applied in calculating, and other details with respect to, the amounts presented under the "As Adjusted, Combined" column of this table (referred to therein as Combined Data). In connection with the Acquisition, among other things, we will not (i) acquire Hewitt's cash on hand, cash equivalents, bank deposits and marketable securities or (ii) assume any obligations or liabilities of Hewitt relating to Hewitt's existing credit facilities or other indebtedness for borrowed money owed to third parties. See "The Acquisition and Financing — The Acquisition Agreement".

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DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

New Credit Facilities

The terms and conditions of the New Credit Facilities and related documentation have not been finalized and the description thereof herein is subject to change pending the finalization of the New Credit Facilities. You are cautioned not to place undue reliance on such description in deciding to invest in the notes as changes may be made after the date of this Offering Memorandum.

A syndicate of financial institutions has provided Toromont with aggregate committed bank financing of $1.25 billion, comprising the New Term Loan, the New Revolver and the Short Term Loan. The commitments to provide the New Term Loan and the Short Term Loan were obtained to partially fund the Acquisition; however, in lieu of obtaining the Short Term Loan, Toromont is issuing the notes.

New Term Loan

The New Term Loan is a senior, unsecured, non-revolving term credit facility in the amount of $250 million, available as a single drawdown. The New Term Loan will mature on the fifth anniversary of the date that definitive financing documentation is completed and all conditions precedent to its effectiveness are satisfied ("New Credit Facilities Closing Date"), which is expected to be coincident with the closing of the Acquisition. The New Term Loan may be drawn in Canadian dollars as either a prime rate loan or funded by way of the issuance of bankers' acceptances.

New Revolver

The New Revolver is a senior, unsecured, revolving credit facility in the amount of $500 million. The New Revolver will provide for an accordion in the amount of $150 million, the availability of which shall not be subject to approval by the facility's lenders or agent. The New Revolver has a maturity of the fifth anniversary of the New Credit Facilities Closing Date. The New Revolver may be drawn in Canadian dollars as either a prime rate loan or funded by way of the issuance of bankers' acceptances, a LIBOR loan or a US Base Rate loan, and will provide for letters of credit availments subject to a $200 million maximum.

Facility Terms

While the agreement for the New Credit Facilities is subject to completion of definitive documentation, it is expected it will contain representations and warranties, reporting requirements, negative and positive covenants and events of default substantially the same as Toromont's existing credit facility, with the addition of customary provisions regarding anti-corruption and sanctions laws. Toromont will be required to maintain a net funded debt to EBITDA ratio measured on a consolidated basis, tested quarterly and pro forma any acquisitions (including the Acquisition). The initial availability of the New Credit Facilities will be subject to satisfaction of conditions, including the accuracy of representations and warranties, the absence of events of default and the completion and non-waiver of certain conditions precedent to the Acquisition. The availability of the New Revolver following the New Credit Facilities Closing Date will be subject to satisfaction of conditions, including the accuracy of representations and warranties and the absence of events of default.

The New Credit Facilities will bear interest at the applicable reference rate plus an applicable margin depending on the nature of loan drawn and DBRS' credit rating of Toromont. Voluntary prepayments under the New Credit Facilities are permitted at any time, on customary notice, without premium or penalty, subject to no reduction in the amount payable in connection with bankers' acceptance and breakage costs (if any) applicable to LIBOR loans.

The New Credit Facilities will be guaranteed by such subsidiaries of Toromont as are necessary to account for 85% of assets and revenue or Toromont on a consolidated basis. It is expected there will be no such guarantees on the New Credit Facilities Closing Date.

The 2025 Notes

On September 30, 2015, Toromont Industries Ltd. issued 3.71% Senior Unsecured Notes due 2025 in an aggregate principal amount of $150 million (the "2025 Notes") under the base indenture (as defined below). The full principal amount of the 2025 Notes is due on September 30, 2025 and bears interest at a rate of 3.71% per annum, which is payable semi-

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annually, in arrears, on March 30 and September 30 of each year. The 2025 Notes are unsecured, unsubordinated and rank pari passu with other unsecured, unsubordinated debt of Toromont Industries Ltd. None of Toromont's subsidiaries guarantee the 2025 Notes. However, such guarantees are required in the same circumstances as the base indenture will require guarantees of the notes on the date the notes are issued. See "Description of Notes — Guarantees". The restrictive covenants and events of default that apply to the 2025 Notes are the same as will apply to the notes on the date the notes are issued. See the sections under "Description of the Notes" entitled "— Certain Covenants" and "— Events of Default, Acceleration and Waiver of Default". The 2025 Notes may be redeemed at any time, in whole or in part, at Toromont's option at a redemption price equal to the principal amount of the 2025 Notes to be redeemed plus a "make-whole" premium plus accrued and unpaid interest thereon to the redemption date; provided that, if Toromont redeems the 2025 Notes at any time on or after June 30, 2025, the redemption price will equal 100% of the principal amount of the 2025 Notes to be redeemed plus accrued and unpaid interest thereon to the redemption date. In the event of a change of control triggering event with respect to the 2025 Notes, we are required to make an offer to purchase the 2025 Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of purchase. See "Description of the Notes — Change of Control Triggering Event".

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DESCRIPTION OF THE NOTES

Toromont and BNY Trust Company of Canada, as trustee (the "Trustee"), entered into a trust indenture dated as of September 30, 2015 (as supplemented by supplemental indentures from time to time, excluding supplemental indentures establishing the terms of a series of debt securities, the "base indenture"), providing for Toromont's issuance of debt securities, from time to time, in one or more series. The particular terms of any such series of debt securities are to be established at the time of issuance through a supplemental indenture. The base indenture does not limit the amount of debt securities that Toromont may issue thereunder. Toromont and the Trustee will enter into a supplemental indenture (the "Supplemental Indenture"), to be dated as of the original issue date of the notes, establishing the terms of the 3.842% Senior Unsecured Notes due 2027 offered hereby. The Supplemental Indenture will, for purposes of the notes, supplement the terms and conditions applicable to debt securities in the base indenture.

References in this Offering Memorandum to (i) the "Indenture" are to the base indenture as supplemented by the Supplemental Indenture, (ii) the "notes" are to Toromont's 3.842% Senior Unsecured Notes due 2027 and (iii) "holder" are to a registered holder of the applicable debt securities, in each case unless the context indicates otherwise. The registered holder of a note will be treated as the owner of such note for all purposes and only registered holders of notes will have rights under the Indenture. For purposes of this "Description of the Notes", the terms "we", "us", "our", "Toromont" refer to Toromont Industries Ltd. (or its successors, if any, under the Indenture) and not any of its subsidiaries.

The following description is a summary of certain material provisions of the Indenture, and does not restate the terms of the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines the rights of holders of the notes. This description is qualified in its entirety by reference to all of the provisions of the notes and the Indenture. A copy of the base indenture has been filed on SEDAR and is available under Toromont's profile on SEDAR at www.sedar.com.

Principal, Maturity and Interest

The notes will be issued in an initial aggregate principal amount of $500,000,000 and will mature on October 27, 2027. The notes will bear interest at a rate of 3.842% per year payable in arrears. Accrued interest on the notes will be payable semi-annually in equal instalments on April 27 and October 27 (or, if such day is not a business day, the next following business day) of each year, beginning on April 27, 2018. Interest will be payable to the persons in whose names the notes are registered at the close of business on the tenth business day immediately preceding such interest payment date. To the extent lawful, interest will accrue on any overdue interest at the same rate. Interest for any period (other than a full coupon period for an installment of interest) will be calculated on the basis of the actual number of days in such period over a year of 365 days.

Principal of, premium, if any, and interest on the notes will be paid in Canadian dollars.

Additional Notes

Toromont may from time to time without notice to, or the consent of, the holders of the notes, create and issue additional notes of the same series and equal in rank to the notes described herein in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the additional notes or except for the first payment of interest following the issue date of the additional notes) so that the additional notes may be consolidated and form a single series with the other notes described herein and have the same terms as to status, redemption or otherwise as the other notes described herein, as applicable.

Ranking

The notes will be unsecured, unsubordinated obligations of Toromont and will rank pari passu with its other existing and future unsecured, unsubordinated debt. The notes will be effectively subordinated to (1) all of Toromont's secured debt to the extent of the assets securing such debt and (2) all debt and other liabilities of Toromont's subsidiaries that are not Guarantors.

Guarantees

Initially, none of Toromont's Subsidiaries will guarantee the notes. However, the base indenture will require Toromont to determine, on or prior to the date that it has furnished to the Trustee the annual audited consolidated financial

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statements or unaudited condensed consolidated interim financial statements, as applicable, required under "Certain Covenants – Provision of Financial Information", whether the Revenue Threshold for the Calculation Period ending on the Calculation Date applicable in respect of such financial statements and the Asset Threshold as of such Calculation Date were met or exceeded. For such purpose, the date on which Toromont makes such determination is referred to as the "Determination Date" for such Calculation Period or Calculation Date, as applicable, and the Calculation Date applicable in respect of such financial statements shall be (i) the final day of the most recent Fiscal Year presented, in the case of annual audited consolidated financial statements, or (ii) the final day of the most recent Fiscal Quarter presented, in the case of unaudited consolidated interim financial statements. If, on any Determination Date, Toromont determines that either Guarantor Threshold was not met or exceeded for the associated Calculation Period or as of the associated Calculation Date, as applicable, Toromont will, within 30 days after such Determination Date, designate one or more of its Subsidiaries as a Guarantor and cause each such Subsidiary to execute and deliver to the Trustee a guarantee of Toromont's payment obligations under the notes such that, if such designated Subsidiary (or Subsidiaries, as applicable) were Guarantors (x) during such Calculation Period, the Revenue Threshold for such Calculation Period would have been met or exceeded, and (y) as of such Calculation Date, the Asset Threshold as of such Calculation Date would have been met or exceeded. Each such guarantee is referred to in the Indenture as a "Guarantee", and each Subsidiary that is caused to provide such a Guarantee is referred to as a "Guarantor", unless and until such Subsidiary's Guarantee is released.

There is no obligation on Toromont to satisfy either Guarantor Threshold on its own, and there is no obligation for any particular Subsidiary to remain a Guarantor, during any Calculation Period or as of any Calculation Date. Toromont may from time to time, at its option, (i) designate one or more Subsidiaries to be Guarantors (including for the purposes of replacing an existing Guarantor) or (ii) cause the release of any Guarantor from its existing Guarantee (without designating a new Guarantor in its place) by delivering a written notice to the Trustee of such release (a "Release Notice"), provided, in each case, that the Gross Revenues or assets, as applicable, of the Guarantor (or Guarantors, as applicable), if any, after giving effect to such designation, replacement or release, when considered together on a combined basis with the Gross Revenues or assets (on a non-consolidated basis), as applicable, of Toromont, would have met or exceeded the Revenue Threshold for the Calculation Period for the most recently ended Calculation Date and the Asset Threshold as of such Calculation Date. When a replacement Guarantor (or Guarantors, as applicable) is so designated by Toromont or Toromont makes a Release Notice, the Guarantee of each Guarantor that is being replaced or which Toromont has requested be released will, in each case, be automatically and unconditionally released on the date that (x) the replacement Guarantor (or Guarantors, as applicable) delivers its executed Guarantee to the Trustee or, (y) in the case of a Release Notice, Toromont delivers the Release Notice to the Trustee (or such later time for such release as is designated by Toromont). In addition, at any time that, and for so long as, Toromont's Gross Revenues and assets (on a non-consolidated basis), respectively, would have met or exceeded the Revenue Threshold for the Calculation Period for the most recently ended Calculation Date and the Asset Threshold as of such Calculation Date, Toromont may, at its option, cause the release of all Guarantors by delivering to the Trustee written notice of the same and all Guarantors will be automatically and unconditionally released from their respective Guarantees on the date that Toromont delivers such notice to the Trustee (or such later time for such release as is designated by Toromont).

As a result, it is possible that none of the Subsidiaries will provide a Guarantee and, notwithstanding their provision of a Guarantee, any and all future Guarantors may subsequently cease to provide a Guarantee. The base indenture does not obligate Toromont or the Trustee to notify holders of debt securities of any designation of Guarantors or any release of Guarantors from their Guarantees.

Notwithstanding the above, Toromont will not be required to designate any Subsidiary as a Guarantor or cause such Subsidiary to provide a Guarantee, if and to the extent that such Subsidiary (a "Precluded Subsidiary") is precluded by law or contract from providing such Guarantee in the form, at the time or otherwise in the manner required by the base indenture; provided that, for so long as the absence of a Guarantee of any Precluded Subsidiary would result in the Revenue Threshold not being met or exceeded for the Calculation Period for the most recently ended Calculation Date or the Asset Threshold not being met or exceed as of such Calculation Date, all Subsidiaries (other than any Precluded Subsidiary) must provide a Guarantee.

To the extent that there is more than one Guarantor at any time, their respective Guarantees will be joint and several. The Guarantee of each Guarantor will, until released pursuant to the base indenture, be binding upon its successors and will enure to the benefit of the Trustee and the holders of the notes and their respective successors and assigns.

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Form, Denomination, Payment and Transfer

The notes will be issued in the form of one or more fully registered global notes held by, or on behalf of, CDS, as depository, and will be registered in the name of CDS or its nominee, which is currently CDS & Co. The notes will be available only in book-entry form. See "Book-Entry, Settlement and Clearance". The notes will be denominated in Canadian dollars, in denominations of $1,000 and any integral multiple of $1,000 in excess thereof.

Principal of, and premium, if any, and interest on, the notes will be payable, and the notes will be exchangeable and transferable, at the corporate trust office of the Trustee in the City of Toronto (currently located at 1 York Street, 6th Floor, Toronto, Ontario M5J 0B6), or at such other office or agency, in the City of Toronto or elsewhere, as may be designated and maintained by Toromont for such purpose; provided, however, that payment of interest on the notes may be made at the option of Toromont by electronic funds or wire transfer, or by cheque mailed, to the person entitled thereto as shown on the applicable securities register. Notwithstanding the foregoing, Toromont will pay principal of, and any premium on, notes only against surrender of the note to the paying agent and any payment of the principal of, and premium, if any, and interest on, global notes will be by electronic funds or wire transfer (or other payment method as agreed by Toromont and the Trustee). See "Book-Entry, Settlement and Clearance — Payment on Global Notes". Toromont will make payment to the persons in whose names the notes are registered on the close of business on the applicable day or days.

Toromont will initially appoint BNY Trust Company of Canada, at its corporate trust office maintained in the City of Toronto, as a paying agent, transfer agent and registrar for the notes. Toromont will cause to be kept at the office of the registrar a register in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of the notes and registration of transfers of the notes. Toromont may vary or terminate the appointment of any paying agent or transfer agent, or appoint additional or other such agents or approve any change in the office through which any such agent acts. Toromont will maintain a paying agent in Canada at all times while the notes are outstanding.

Optional Redemption

The notes will be redeemable, in whole or in part, at the option of Toromont at any time at a redemption price equal to the greater of:

(1) 100% of the principal amount of the notes to be redeemed, and

(2) the Canada Yield Price (as defined below),

plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption; provided that, if Toromont redeems notes on or after the Par Call Date, the redemption price will equal 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date; provided, however, that if the redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest on a note to be redeemed will instead be paid to the person in whose name the note is registered at the close of business on such interest record date.

"Canada Yield Price" means, in respect of any notes being redeemed, the price, in respect of the principal amount of the notes, calculated as of the date on which Toromont delivers notice of the redemption, equal to the sum of the present values of the remaining scheduled payments of interest (not including any portion of the payments of interest accrued as of the date of redemption) and principal on the notes to be redeemed from the redemption date to the Par Call Date using as a discount rate the sum of the Government of Canada Yield on such business day plus 43.5 basis points.

"Government of Canada Yield" means, on any date, the bid-side yield to maturity on such date as determined by the arithmetic average (rounded to three decimal places) of the yields quoted at 10:00 a.m. (Toronto time) by any two investment dealers in Canada acceptable to Toromont, assuming semi-annual compounding and calculated in accordance with generally accepted financial practice, which a non-callable Government of Canada bond would carry if issued in Canadian dollars in Canada at 100% of its principal amount on such date with a term to maturity that most closely approximates the remaining term to the Par Call Date of such notes to be redeemed.

"Par Call Date" means July 27, 2027 (the date that is three months prior to the maturity date for the notes).

Notice of any such redemption will be delivered to each holder of notes to be redeemed, electronically or by mail (postage prepaid) at the address of such holder appearing in the security register or otherwise in accordance with the

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procedures of CDS, at least 15 days but not more than 30 days before the redemption date, except that redemption notices may be delivered more than 30 days prior to the redemption date if the notice is issued in connection with a defeasance or a satisfaction and discharge of the base indenture with respect to the notes. Unless Toromont defaults in the deposit with the Trustee (or another paying agent for the notes) of funds sufficient for payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions of the notes called for redemption. If the notes are redeemed in part, the notice of redemption will state the portion of the principal amount thereof to be redeemed; provided that no notes in an aggregate principal amount of $1,000 or less shall be redeemed in part. A replacement note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note; provided, however, that, in the case of a global note, an appropriate notation may instead be made on such note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof.

In addition, in connection with any tender offer for the notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding notes properly tender and do not withdraw such notes in such tender offer and Toromont, or any third party making a such tender offer in lieu of Toromont, purchases all of the notes properly tendered and not withdrawn by such Holders, Toromont or such third party will have the right upon not less than 30 nor more than 60 days' prior notice, given not more than 30 days following such purchase date, to redeem all notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other holder of notes in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption; provided, however, that if the redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest on a note to be redeemed will instead be paid to the person in whose name the note is registered at the close of business on such interest record date.

Notice of any redemption of the notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a Change of Control) may, at Toromont's discretion, be delivered prior to the completion thereof and any such redemption or notice may, at Toromont's discretion, be subject to one or more conditions precedent, including, but not limited to, completion of such corporate transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, Toromont may provide in such notice that payment of the redemption price and performance of Toromont's obligations with respect to such redemption may be performed by another Person.

Except as provided below under"—Special Mandatory Redemption" and "—Change of Control Triggering Event", Toromont will not be obligated, pursuant to mandatory sinking fund payments or otherwise, to redeem the notes and will not be obligated, at the option of the holder, to purchase or repay the notes.

Purchase of Notes

Toromont may purchase or otherwise acquire, at any time or from time to time, all or any of the outstanding notes in the market at any price (which shall include purchases from or through an investment dealer, a participant or a firm holding membership in a recognized stock exchange) or by invitation for tenders or by private contract at such prices as it may determine in its sole discretion.

Special Mandatory Redemption

The notes will be redeemed (the "Special Mandatory Redemption") in whole at a special mandatory redemption price (the "Special Mandatory Redemption Price") equal to 100% of the aggregate principal amount of the notes, plus accrued and unpaid interest on the principal amount of the notes to, but not including, the Special Mandatory Redemption Date (as defined below), if (i) the closing of the Acquisition has not occurred on or prior to 5:00 pm (Toronto time) on October 31, 2017 (or if, pursuant to the Acquisition Agreement, the Outside Date (as defined therein) is postponed to a later date, such later date (not later than 90 days after October 31, 2017) to which the Outside Date is postponed), or (ii) if, prior to such time, the Acquisition Agreement is terminated in accordance with its terms or Toromont notifies the Trustee that it does not intend to proceed with the Acquisition (each of clause (i) or (ii), a "Special Mandatory Redemption Event").

Upon the occurrence of a Special Mandatory Redemption Event, Toromont shall promptly (but in no event later than 10 business days following such Special Mandatory Redemption Event) notify the Trustee in writing (such notice, the "Special Mandatory Redemption Event Notice" and the date of such notification, the "Redemption Notice Date") that the notes are to be redeemed on the fifth day following the Redemption Notice Date (or, if such day is not a business day, the first business day thereafter) (such date, the "Special Mandatory Redemption Date"); provided however, that, if Toromont

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delivers the Special Mandatory Redemption Event Notice to the Trustee after 10:00 a.m. (Toronto time), the Redemption Notice Date shall be deemed to be the business day immediately following the date on which the Special Mandatory Redemption Event Notice is delivered to the Trustee. The Trustee, upon receipt of the notice specified above, shall (for and on behalf of Toromont) notify each holder of notes, electronically or by mail (postage prepaid) at the address of such holder appearing in the security register or otherwise in accordance with the procedures of CDS, that all of the outstanding notes shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date automatically and without any further action by the holders of the notes. At or prior to 11:00 a.m. (Toronto time) on the Special Mandatory Redemption Date, Toromont shall deposit with the Trustee (or another paying agent for the notes) funds sufficient to pay the Special Mandatory Redemption Price for all of the outstanding notes on such date. If such deposit is made as provided above, the notes will cease to bear interest on and after the Special Mandatory Redemption Date.

Change of Control Triggering Event

If a Change of Control Triggering Event occurs in respect of the notes, unless Toromont has exercised its right, or is required, to redeem the notes as described above under "—Optional Redemption" or "—Special Mandatory Redemption", as applicable, Toromont will be required to make an offer to each holder of such notes to purchase all of the then outstanding notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price, payable in cash, equal to 101% of the aggregate principal amount of the notes purchased, plus any accrued and unpaid interest on the notes purchased to, but not including, the date of purchase, subject to the right of holders of the notes on the relevant record date to instead receive such accrued and unpaid interest due on an interest payment date that is on or prior to such date of purchase.

Within 30 days following the date upon which the Change of Control Triggering Event occurred or, at Toromont's option, prior to any Change of Control (but after the public announcement of the proposed Change of Control), Toromont will be required to deliver a notice to each holder of the notes, electronically or by first class mail at the address of such holder appearing in the security register or otherwise in accordance with the procedures of CDS, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to purchase notes on the payment date specified in the notice (the "Change of Control Payment Date"), which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered unless otherwise required by law. The notice will, if delivered prior to the date of consummation of the Change of Control Triggering Event, state that the Change of Control Offer is conditioned on a Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date, if applicable. Holders of notes electing to have their notes purchased pursuant to a Change of Control Offer will be required to surrender their notes in the manner specified in the notice prior to 5:00 p.m. (Toronto time) on the third business day prior to the Change of Control Payment Date (or such other time or date as Toromont and the paying agent, acting reasonably, may determine). Holders will be entitled to withdraw such election if Toromont, the paying agent or the depositary appointed by Toromont in respect of such Change of Control Offer, as the case may be, receives, in accordance with the procedures specified in such notice and not later than 5:00 p.m. (Toronto time) on the second business day prior to the Change of Control Payment Date (or such other time or date as Toromont and the paying agent, acting reasonably, may determine), the necessary information in respect of such withdrawal. Toromont will comply with the requirements of securities laws and regulations to the extent applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any applicable securities or corporate laws or regulations conflict with the Change of Control Triggering Event provisions of the notes, Toromont will instead comply with the applicable securities or corporate laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the notes by virtue of such conflict.

On and after the Change of Control Payment Date, interest will cease to accrue on the notes or portions of the notes accepted for repurchase pursuant to the associated Change of Control Offer unless Toromont defaults in the deposit with the Trustee (or another paying agent for the notes) of funds sufficient for payment of the amount due on the Change of Control Payment Date in respect of such notes.

Toromont will not be required to make a Change of Control Offer if (1) a third party makes such an offer (an "Alternate Offer") substantially in the manner, at the times and otherwise substantially in compliance with the requirements for a Change of Control Offer (and for at least the same purchase price payable in cash) and such third party purchases all notes properly tendered and not withdrawn under its Alternate Offer or (2) a notice of redemption of all outstanding notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described under the caption "—Optional Redemption" or "—Special Mandatory Redemption", unless and until there is a default in the payment of the applicable redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied.

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Notwithstanding anything to the contrary herein, a Change of Control Offer (including any Alternate Offer) may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

For purposes of the foregoing, the following definitions are applicable:

"Affiliate" of any specified Person means any other Person directly or indirectly controlling, or controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Change of Control" means the occurrence of either of the following:

(a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the aggregate Property of Toromont and its Subsidiaries, taken as a whole, to any Person or group of Persons acting jointly or in concert for purposes of such transaction, other than to Toromont or one of its Subsidiaries or one or more Permitted Holders; or

(b) the consummation of any transaction (including, without limitation, any merger, amalgamation, consolidation or other business combination transaction) the result of which is that any Person or group of Persons acting jointly or in concert for purposes of such transaction, other than Toromont or one of its Subsidiaries or one or more Permitted Holders, becomes the beneficial owner, directly or indirectly, of more than 50% of the combined voting power of Toromont's Voting Shares;

provided that, to the extent that one or more regulatory approvals are required for any of the transactions or circumstances described in either of the clauses above to become effective under applicable law and such approvals have not been received before such transactions or circumstances have occurred, such transactions or circumstances shall be deemed to have occurred at the time such approvals have been obtained and become effective under applicable law.

Notwithstanding the foregoing, a transaction will not be a Change of Control if (a) the transaction results in Toromont becoming a direct or indirect wholly-owned subsidiary of a holding company and (b)(1) the beneficial owner of the Voting Shares of such holding company immediately following consummation of that transaction are substantially the same as the beneficial owner of Toromont's Voting Shares immediately prior to consummation of that transaction or (2) immediately following consummation of that transaction, no Person or group of Persons acting jointly or in concert for purposes of such transaction, other than a holding company satisfying the requirements of this sentence or a Permitted Holder, is the beneficial owner, directly or indirectly, of more than 50% of the Voting Shares of such holding company.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of Toromont's and its subsidiaries' Properties taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all", there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require Toromont to repurchase such holder's notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of Toromont's and its subsidiaries' Properties, taken as a whole, to another Person or group of Persons may be uncertain.

"Change of Control Triggering Event" means the occurrence of both a Change of Control and a Rating Event (and, for greater certainty, the date on which a Change of Control Triggering Event shall have occurred shall be the date on the which the later of the two occurs).

"DBRS" means DBRS Limited or any successor to the rating agency business thereof.

"Investment Grade Rating" means a rating equal to or higher than BBB (low) (or the equivalent successor rating category of DBRS) by DBRS, or the equivalent rating from any other Specified Rating Agency selected by Toromont as a replacement Specified Rating Agency.

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"Permitted Holder" means any one or more Persons, together with such Persons' Affiliates, whose beneficial ownership constitutes or results in a Change of Control in respect of which a Change of Control Offer has previously been made in accordance with the requirements of the Indenture.

"Rating Event" means the rating of the notes is lowered to below an Investment Grade Rating by the Specified Rating Agency on any date within the 60-day period (which 60-day period shall be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by the Specified Rating Agency, but only to the extent that, and for so long as, a Change of Control Triggering Event would result if such downgrade were to occur) after the earlier of (1) the occurrence of a Change of Control and (2) public notice of the occurrence of a Change of Control or of Toromont's intention or agreement to effect a Change of Control.

"Specified Rating Agency" means DBRS, as long as such entity has not ceased to rate the notes or failed to make a rating of the notes publicly available; provided, that if DBRS ceases to rate the notes or fails to make a rating of the notes publicly available, Toromont may select any other Designated Rating Organization as a replacement agency (which replacement agency will, from and after such selection, become the Specified Rating Agency for purposes of the Indenture unless and until such replacement agency ceases to rate the notes or fails to make a rating of the notes publicly available and is replaced by Toromont with another Designated Rating Organization).

The Change of Control Triggering Event feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of Toromont and, thus, the removal of incumbent management. Subject to the limitations discussed below, Toromont could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Triggering Event under the notes, but that could significantly increase the amount of debt that it has outstanding at such time or otherwise affect Toromont's capital structure or any existing credit ratings on the notes. Toromont may not have sufficient funds to repurchase all the notes upon a Change of Control Triggering Event.

Certain Covenants

The following describes certain covenants contained in the Indenture that will apply to the notes so long as any of the notes are outstanding.

Limitation on Liens

Toromont will not, and will not permit any Guarantor to, create, incur or assume any Lien (except Permitted Liens) (each, an "Initial Lien") upon any part of its Property, whether now owned or hereafter acquired, to secure Borrowed Money, unless at the same time, or as soon as reasonably practicable thereafter, Toromont secures all the notes then outstanding (or, in the case of a Guarantor, such Guarantor secures its Guarantee in respect of such notes) equally with (or prior to) such Borrowed Money.

Any Lien created to secure the notes or a Guarantee pursuant to the preceding paragraph may provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. With respect to any Lien securing Borrowed Money that was permitted to secure such Borrowed Money at the time of the incurrence of such Borrowed Money, such Lien shall also be permitted to secure any Increased Amount of such Borrowed Money. The "Increased Amount" of any Borrowed Money shall mean any increase in the amount of such Borrowed Money in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of the Property securing such Indebtedness.

Provision of Financial Information

For so long as Toromont is a "reporting issuer" under applicable Canadian securities legislation of any province of Canada, Toromont shall furnish to the Trustee a copy of (a) its annual audited consolidated financial statements for each Fiscal Year ended after the original issue date of the notes and (b) its unaudited condensed consolidated interim financial statements for each Fiscal Quarter (except the fourth Fiscal Quarter in a Fiscal Year) ended after the original issue date of the notes, in each case on or prior to the date that Toromont is required to file the same with the applicable Canadian securities regulatory authorities pursuant to National Instrument 51-102 – Continuous Disclosure Obligations (or any successor instrument thereto, "NI 51-102") accounting for any extensions of the time required for such filing granted by the applicable

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Canadian securities regulatory authorities. If at any time Toromont is no longer a "reporting issuer" under applicable Canadian securities legislation of any province of Canada, Toromont will instead furnish to the Trustee (i) within 120 days after the end of each Fiscal Year ended after the original issue date of the notes, a copy of its annual audited consolidated financial statements for such Fiscal Year; and (ii) within 60 days after the end of each Fiscal Quarter (except the fourth Fiscal Quarter in a Fiscal Year) ended after the original issue date of the notes, copies of its unaudited condensed consolidated interim financial statements for such Fiscal Quarter. The financial statements required to be furnished pursuant to this paragraph shall be prepared in accordance with GAAP that are applicable to Toromont. Toromont may satisfy its obligation to furnish the required financial statements to the Trustee by filing such financial statements electronically on the Canadian Securities Administrators' SEDAR website (or any successor system).

The obligations of Toromont set forth in the preceding paragraph will be deemed satisfied if any parent entity of Toromont has furnished to the Trustee (including by filing such financial statements electronically on SEDAR) the consolidated financial statements required in the preceding paragraph, that would otherwise be required to be provided in respect of Toromont, with respect to such parent entity; provided that such obligations will only be deemed to be satisfied if, and for so long as, such parent entity furnishes to the Trustee (either in or with a copy of such financial statements) "summary financial information" (as defined in section 13.4 of NI 51-102 or any successor provision thereto) for the parent entity for the periods covered by such financial statements with a separate column for the parent entity, Toromont, all Guarantors (on a combined basis), any other subsidiaries of the parent entity (on a combined basis), consolidating adjustments and total consolidated amounts.

Mergers, Amalgamations and Sales of Assets

So long as any debt securities issued under the base indenture remain outstanding, Toromont and any Guarantor will not consummate any transaction in which all or substantially all of the aggregate Property of Toromont and the Subsidiaries (taken as a whole) would become the Property of another Person (any such Person being referred to herein as the "Surviving Entity"), whether by way of merger, amalgamation, consolidation, arrangement, transfer, sale or otherwise, unless: (a) either (1) Toromont or a Subsidiary, as the case may be, is the Surviving Entity or (2) the Surviving Entity (if other than Toromont or a Subsidiary) formed by or surviving any such reorganization, consolidation, amalgamation, arrangement or merger or to which such transfer, sale or other disposition is made (i) is a Person organized or existing under (A) the federal laws of Canada or the laws of any province or territory of Canada or (B) the laws of the United States or any state thereof or the District of Columbia, (b) the Surviving Entity (if other than Toromont) assumes by operation of law or expressly assumes, by one or more supplemental indentures with respect to each series of debt securities outstanding under the base indenture, all of the obligations of Toromont under such debt securities, (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing, and (d) Toromont or the Surviving Entity, as applicable, shall have delivered to the Trustee (1) an opinion of counsel substantially to the effect that the conditions in clauses (a) and (b) above will be satisfied upon consummation of such transaction and (2) an officer's certificate substantially to the effect that the condition in clause (c) above will be satisfied upon consummation of such transaction.

In the event of any transaction described in and complying with the conditions listed in the immediately preceding paragraph, the Surviving Entity will succeed to, and be substituted for, and may exercise every right and power of, Toromont under the base indenture and each of the supplemental indentures for the debt securities of each outstanding series and, thereafter, if Toromont is not the Surviving Entity, Toromont and each Guarantor will be released and discharged from all its obligations under the base indenture and each of the supplemental indentures for the debt securities of each outstanding series and, in the case of any such Guarantor, its Guarantee. The Trustee shall facilitate the same in all respects, and shall give such consents and sign, execute or join in such documents and do such acts as it may be advised (by Toromont or its counsel) are necessary or advisable in order that such reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or other similar transaction may be carried out, and shall execute any document or documents which it may be advised (by Toromont or its counsel) is or are necessary or advisable for effecting or evidencing such release and discharge.

Notwithstanding the foregoing, the covenant described above will not apply with respect to a Permitted Accounts Receivable Transaction or a Permitted Sale Leaseback Transaction.

Credit Rating

So long as any notes remain outstanding, Toromont will not request DBRS to withdraw its credit rating of the notes. In the event that DBRS ceases to rate the notes or fails to make a rating of the notes publicly available, Toromont will use commercially reasonable efforts to obtain a credit rating with respect to the notes from another Designated Rating Organization, as a replacement agency.

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Events of Default, Acceleration and Waiver of Default

Each of the following will be an "Event of Default" with respect to a series of debt securities, including the notes, unless otherwise indicated in the supplemental indenture applicable to that particular series:

(a) there is a failure to pay when due the principal of, or any applicable premium on, the debt securities of such series and any such default shall have continued for a period of two business days;

(b) there is a failure to pay any interest on any of the debt securities of such series on the date when due and any such default shall have continued for a period of 30 days;

(c) (i) Toromont defaults in the performance or observance of any other material covenant, agreement or condition applicable to such series of debt securities, whether contained in the base indenture or the supplemental indenture applicable to such series of debt securities, and (ii), after written notice to Toromont by the Trustee specifying such default and requiring it to be remedied and stating that such a notice is a "Notice of Default" under the base indenture, which Notice of Default may be given by the Trustee, in its discretion, and shall be given by the Trustee upon receipt by Toromont and by the Trustee of a written direction to give such Notice of Default from the holders of not less than 25% in aggregate principal amount of debt securities of such series at the time outstanding (except that, in respect of such notice, debt securities of such series not entitled to the benefits of such covenant, agreement or condition shall be excluded), Toromont shall fail to remedy such default within a period of 60 days;

(d) any Indebtedness of Toromont or a Guarantor having an aggregate principal amount in excess of the greater of $25,000,000 and 3.5% of Shareholders' Equity is accelerated as a result of the failure of Toromont or any Guarantor to perform any covenant or agreement applicable to such Indebtedness, and such acceleration has not been rescinded or annulled within 10 days of such acceleration;

(e) the entry of a decree or order by a court having jurisdiction in the premises adjudging Toromont or a Guarantor a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Toromont under or subject to the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or other analogous bankruptcy or insolvency laws, or the issuance of a sequestration order or the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Toromont or a Guarantor or in receipt of substantially all of the Property of Toromont or a Guarantor, and any such decree, order or appointment continues unstayed and in effect for a period of 90 consecutive days; or

(f) the institution by Toromont or a Guarantor of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief from creditors in respect of it or its property under or subject to the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or other analogous bankruptcy or insolvency laws or the consent by Toromont or a Guarantor to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Toromont or a Guarantor or of substantially all of its Property, or the making by it of a general assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due.

The base indenture provides that, on becoming aware, at any time of an Event of Default, Toromont will promptly notify the Trustee in writing. If an Event of Default with respect to a series of debt securities shall occur and is continuing, the Trustee shall, within 30 days of the occurrence of such Event of Default, give notice of such Event of Default to the holders of each such affected series of debt securities in the manner provided in the base indenture provided that, notwithstanding the foregoing, the Trustee shall not be required to give such notice if the Trustee in good faith shall have determined that the withholding of such notice is in the best interests of the holders of said debt securities and shall have so advised Toromont in writing.

If an Event of Default occurs and is continuing in respect of a series of debt securities, the Trustee may, at its discretion, and shall upon prior funding and indemnity and receipt of a requisition in writing made by the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of such affected series, declare the principal of and accrued interest on all debt securities of such series then outstanding to be due and payable. The holders of a series of debt securities have the power exercisable by Extraordinary Resolution (as defined below) to instruct the Trustee to waive an Event of Default with respect to such series or rescind and annul any declaration made by the Trustee with respect to such series, or both, and the Trustee shall thereupon comply with such instructions. In addition, the Trustee has the power to waive

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any such Event of Default, in its discretion, if, in the Trustee's opinion, such Default has been cured or adequate satisfaction has been made therefor, and in such event to cancel any declaration or demand theretofore made by the Trustee, upon such terms and conditions as the Trustee may deem advisable.

The base indenture contains a provision entitling the Trustee to be funded and indemnified by the holders of debt securities of the applicable series before proceeding to exercise any right or power thereunder at the request or direction of such holders. In addition, no holder of debt securities of any series may pursue a remedy with respect to the base indenture except under certain circumstances where the Trustee has failed to act.

Defeasance and Covenant Defeasance of Indenture

Toromont may, at its option, and at any time, elect to have the obligations of Toromont (and any applicable Guarantors) discharged with respect to all outstanding debt securities or all outstanding debt securities of any series. We refer to this discharge of obligations as "defeasance". Defeasance means that Toromont (and any such Guarantors) will be deemed to have paid and discharged the entire indebtedness represented by the applicable outstanding debt securities and to have satisfied its other obligations under the indenture with respect to those debt securities, with minor exceptions. In addition, Toromont may, at its option and at any time, elect to be released from its obligations (and to release any applicable Guarantors from their obligations) with respect to certain covenants in respect of any series of debt securities under the base indenture (including those described above under "—Guarantees" and under the subsections of "—Certain Covenants" entitled "Limitation on Liens", "—Provision of Financial Information" and "—Mergers, Amalgamations and Sales of Assets") and any and all additional and different covenants identified in the supplemental indenture in respect of such series of debt securities (including, in the case of the notes, the covenants described above under "—Change of Control Triggering Event" and "—Certain Covenants—Credit Rating") unless otherwise indicated therein ("covenant defeasance"), and any omission to comply with such obligations thereafter shall not constitute a Default or an Event of Default with respect to that series of debt securities. In the event Toromont exercises covenant defeasance in respect of a series, the Events of Default described in clauses (c) and (d) of the first paragraph under "—Events of Default", as well as any additional and different Events of Default specified in the supplemental indenture in respect of such series, will no longer constitute Events of Default with respect to the debt securities of such series.

In order to exercise either defeasance or covenant defeasance, (i) Toromont must irrevocably deposit with the Trustee, in trust, cash in the currency or currencies in which such debt securities are payable, certain Government Obligations, or a combination thereof in such amounts as will be sufficient to pay the principal of (and premium, if any, on) and interest on the outstanding debt securities of such series on the stated maturity (or redemption date, if applicable) of such principal (and premium, if any) or installment of interest; (ii) Toromont shall have delivered to the Trustee an opinion of counsel in Canada to the effect that holders of the outstanding debt securities of such series will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax (including withholding tax) purposes as a result of such defeasance or covenant defeasance, as applicable, and will be subject to Canadian federal or provincial income tax and other tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance, as applicable, had not occurred; and (iii) Toromont must comply with certain other conditions.

Satisfaction and Discharge

The base indenture (including any applicable supplemental indenture) will cease to be of further effect with respect to any series of debt securities, and the Trustee will execute proper instruments acknowledging satisfaction and discharge of the base indenture as to a particular series of debt securities, when (A) either (1) all debt securities of such series that have been certified and delivered under the base indenture have been delivered to the Trustee for cancellation or (2) all debt securities of such series not so delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their maturity within one year, or (iii) if redeemable at Toromont's option, are to be called for redemption within one year and, in the case of clause (2)(i), (ii) or (iii), Toromont has deposited or caused to be deposited money or securities in trust with the Trustee in an amount sufficient to pay and discharge the principal of and premium, if any, on such debt securities and interest thereon, (x) in the case of debt securities that have become due and payable, to the date of such deposit or (y) to their maturity or redemption date, as the case may be and (B) Toromont has paid or caused to be paid all other sums payable by it under the base indenture with respect to such debt securities. The deposited money or securities must be denominated in the currency in which principal of such series of debt securities is payable and, in the case of deposited securities, must constitute Government Obligations.

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Modification and Waiver

The rights of the holders of debt securities under the base indenture may be modified, including by way of a modification of or change in or addition to or omission from any provisions of the base indenture, any Guarantee or any supplemental indenture relating to a series of debt securities. For that purpose, among others, the base indenture contains provisions making resolutions passed at a duly constituted meeting of holders of a series of debt securities by the affirmative votes of the holders of not less than 66 2/3% of the aggregate principal amount of such series of debt securities voted at such a meeting upon such resolution (an "Extraordinary Resolution") binding upon all holders of such series. The quorum for any meeting of holders of a series of debt securities shall be holders present, either in person or by proxy, owning or representing at least 50% of the aggregate principal amount of the then outstanding debt securities of such series; provided, however, that if such quorum is not achieved within 30 minutes of the time appointed for the meeting (unless convened by or on the requisition of holders) shall be adjourned to the same day in the next week (unless such day is not a business day, in which case it shall be adjourned to the next following business day thereafter) at the same time and place, and no notice shall be required to be given in respect of such adjourned meeting, and the holders present in person or represented by proxy at the adjourned meeting will constitute a quorum for such adjourned meeting, and may transact the business for which the meeting was originally convened, notwithstanding that such holders do not own or represent at least 50% of the aggregate principal amount of the then outstanding debt securities of such series. The base indenture also allows for an Extraordinary Resolution of a series of debt securities to be passed in writing by the holders of not less than 66 2/3% of the then outstanding aggregate principal amount of such series of debt securities. Reference is made to the base indenture for detailed provisions relating to voting and meetings of holders of notes and any other series of debt securities issued under the base indenture. By way of an Extraordinary Resolution, the holders of debt securities of any affected series may also, on behalf of all holders of the debt securities of such series, waive Toromont's compliance with any covenants and other provisions of the base indenture that apply to such series of debt securities and the supplemental indenture applicable to such series, including any existing Default or Event of Default and its consequences under the base indenture, such supplemental indenture and any Guarantee.

Notwithstanding the above, the base indenture requires that an Extraordinary Resolution in respect of certain acts in respect of the debt securities of a series be approved by the affirmative votes of holders of not less than 90% of the aggregate principal amount of the debt securities of such series voted at the applicable meeting (or, if to be passed in writing, by holders of not less than 90% of the then outstanding aggregate principal amount of the debt securities of such series). These acts are: (i) a modification to the stated maturity of the principal of, or any installment of interest on, any debt security of the series, (ii) a reduction of the principal amount of, or the rate of interest, if any, on, any debt security of the series, (iii) a reduction of the redemption price of any debt security of the series, (iv) a change in the currency in which the principal of, or premium, if any, or interest on, any debt security of the series is payable, (v) a change in the ranking or priority of any debt security of the series, or any Guarantee in respect thereof, that would adversely affect the holder thereof, and (vi) a reduction in the percentage (or the proportion, if applicable) of the aggregate principal amount of the debt securities of the series, the holders of which must vote in favour of, consent to or approve any Extraordinary Resolution or any waiver of compliance with certain provisions of the base indenture or certain Defaults thereunder and their consequences pursuant to the waiver provisions of the base indenture.

Further, certain acts may be exercised or determined by an ordinary resolution, requiring the affirmative vote of more than 50% of the aggregate principal amount of the debt securities of such series voted at the applicable meeting (or, if to be passed in writing, by holders of not less than 50% of the then outstanding aggregate principal amount of the debt securities of such series). Although the base indenture contemplates the approval of Extraordinary Resolutions and ordinary resolutions on a series by series basis, where the base indenture, applicable law or any order or decree of a court having jurisdiction requires that any act of the holders of debt securities be made, taken or given only by, or with the consent or approval of, the holders of all outstanding series of debt securities (or the holders of all series of debt securities affected by such act, as applicable), acting as a single class, then such act may be made, given or taken, as applicable, by way of an Extraordinary Resolution or ordinary resolution, as the case may be, of the holders of all outstanding series of debt securities (or the holders of all such series affected by such act, as applicable), acting as a single class, without obtaining any separate consent or approval of the holders of each series of debt securities.

In addition, modifications and amendments to the base indenture, any Guarantee and any supplemental indenture establishing the particular terms and conditions of any series of debt securities may be made by Toromont (and any applicable Guarantors) and the Trustee without the consent of any holders of any series of debt securities in order to, among other things, (i) pledge Property to the Trustee as security for one or more series of debt securities or a Guarantee (provided that such Lien is not prohibited by the covenant described above under "— Certain Covenants – Limitation on Liens"), or to confirm and evidence the release, termination, discharge or retaking of any Lien with respect to or securing any series of debt securities or a Guarantee when such release, termination, discharge or retaking is provided for under the base indenture,

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supplemental indenture in respect of such series or the relevant Guarantee, as applicable; (ii) reflect that another Person has succeeded Toromont or a Guarantor and assumed the obligations of Toromont or a Guarantor, as applicable, thereunder in accordance with "— Certain Covenants – Mergers, Amalgamations and Sales of Assets"); (iii) cure or correct any ambiguity, omission, mistake, defect, error or inconsistency therein, or conform any provision therein to, in the case of the notes, this "Description of the Notes", or in the case of any other series of debt securities, any similar section of an offering document relating to the issuance of that series that purports to summarize terms and conditions of such series of debt securities; (iv) reduce the minimum denomination of any series of debt securities; (v) give effect to any Extraordinary Resolution or ordinary resolution (where applicable) of the holders of a series of debt securities; (vi) issue and establish the form and terms of any series of debt securities; (vii) add further covenants or provide for Guarantees for the benefit of the holders of any series of debt securities or surrender any right or power therein conferred upon Toromont, a Guarantor or any Subsidiary, and if any such added covenants are for the benefit of less than all series of debt securities, stating which series are entitled to benefit therefrom; (viii) add any additional Event of Default and, if the added Event of Default is for the benefit of less than all series of debt securities, stating to which series it applies; (ix) change the Trustee or provide for an additional trustee; (x) provide additional provisions for bearer debt securities so long as the action does not adversely affect the interests of holders of any of the debt securities in any material respect, or alternative arrangements whereby the debt securities can be traded through an alternative book-entry system; (xi) comply with any applicable trust indenture legislation; or (xii) make any other modification or amendment that does not adversely affect the legal rights of the holders of the affected series of debt securities.

Any modification or amendment to the base indenture, any Guarantee or the particular terms and conditions of a series of debt securities that is permitted or authorized for a particular series will be binding on all holders of debt securities of that series notwithstanding whether a particular holder has approved it and, except as otherwise provided in any required approval for such modification or amendment, regardless of whether the holders of any other affected series of debt securities has approved it. A supplemental indenture that modifies or eliminates a provision intended to benefit the holders of one series of debt securities will not affect the rights under the base indenture of holders of other series of debt securities.

The voting and other approval threshold requirements provided in the base indenture for the modification of certain rights of the holders of debt securities may be disregarded in a restructuring of Toromont's debt under applicable law or the order or decree of a court having jurisdiction. In an insolvency or bankruptcy or similar proceeding, the applicable insolvency statute will establish the approval threshold. Insolvency statutes generally require the consent of at least two-thirds of the value and majority in number of the each of the claims to be affected by, and voting on, the debt restructuring and, for purposes of any such vote, the holders of a series of debt securities would typically not vote as their own class but would instead vote as a single class with the holders of all other unsecured, unsubordinated claims affected by the restructuring. These approval threshold requirements may also be disregarded in a restructuring by way of a court approved arrangement under a Canadian corporate statute. Some of these corporate debt restructurings have been court approved with only the required consent of debt holders representing at least two-thirds of the principal amount of the affected debt (voting by class or, in some cases, voting together with other classes of debt) voted in respect of the debt restructuring, notwithstanding a higher approval threshold requirement in the documentation evidencing the affected debt. Stays of proceedings have also been granted in connection with these corporate debt restructurings.

Certificate of Compliance

Toromont will be required to furnish to the Trustee within 120 days after the end of each twelve month period ending after the date of the base indenture, and, from time to time, on demand by the Trustee, a certificate stating that Toromont (and, if applicable, any Guarantor) has complied with all of the requirements contained in the base indenture that, if not complied with, would constitute a Default or, if Toromont (or such Guarantor) has not complied with one or more of such requirements, giving the particulars of the failure to comply.

Concerning the Trustee

BNY Trust Company of Canada is the trustee under the base indenture. The base indenture will provide that the Trustee shall act honestly and in good faith with a view to the best interest of the holders of the debt securities issued under the base indenture, act in a commercially reasonable manner and exercise the care, diligence and skill of a reasonably prudent trustee.

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Governing Law

The base indenture is, and the Supplemental Indenture, the notes and any Guarantee will be, governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

Certain Definitions

The following terms are defined in the Indenture:

"Asset Threshold" means, with respect to a Calculation Date, the minimum percentage of the consolidated assets of Toromont and all Subsidiaries to be represented by the assets of Toromont and all Guarantors, considered together on a combined basis, as of such Calculation Date, which minimum percentage shall be 80%; provided, however, that, for purposes of such calculation, consolidated assets and assets, as applicable, shall be calculated on a pro forma basis after giving effect to any acquisition from, or disposition to, a Third Party of (a) all or substantially all of a division or line of business or (b) at least a majority of the Voting Shares of a Subsidiary, in each case, by Toromont or any Subsidiary, that occurred at any time subsequent to such Calculation Date and on or prior to the Determination Date for such Calculation Date (or, if calculated in connection with a release of a Guarantor, the date for that release) as if such division or line of business was, or Voting Shares were, acquired or disposed of, as applicable, on the last day of such Calculation Date;

"Borrowed Money" means Indebtedness for money borrowed from a Third Party, including under any note, debenture or similar debt instrument issued to a Third Party as consideration for assets or services from a Third Party but excluding any Indebtedness incurred solely in relation to the acquisition of goods and services in the ordinary course of business;

"Calculation Date" means, in the case of annual audited consolidated financial statements, the final day of the most recent Fiscal Year presented therein or, in the case of unaudited consolidated interim financial statements, the final day of the most recent Fiscal Quarter presented therein;

"Calculation Period" means, with respect to a Calculation Date, the period of four Fiscal Quarters ending on such Calculation Date;

"Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as finance leases on a balance sheet of such Person in accordance with GAAP, and the amount of such obligations shall be the amount of the liability in respect of any such lease that would at the time be required to be capitalized on the balance sheet of such Person in accordance with GAAP;

"Capital Stock" means, with respect to any Person, any and all shares, interests, participations or equivalents (however designated) of such Person's capital stock whether now outstanding or issued after the date of the base indenture, including, without limitation, all common shares and preferred shares;

"Consolidated Gross Revenues" means the consolidated Gross Revenues of Toromont and all Subsidiaries (excluding, for greater certainty, any Joint Ventures);

"Default" means, with respect to a series of debt securities, any event that is, or after notice or passage of time or both would be, an Event of Default with respect to such series; provided that any such event shall cease to be a Default upon being waived in accordance with the waiver provisions of the base indenture or remedied within the prescribed timeframes provided in the first paragraph of "—Events of Default, Acceleration and Waiver of Default";

"Designated Rating Organization" means a "designated rating organization" within the meaning of National Instrument 44-101 – Short Form Prospectus Distributions of the Canadian Securities Administrators (or a similarly approved rating agency under any successor legislation);

"Equipment Buy-back Programs" means programs in which Toromont or any Subsidiary participates under which equipment is sold directly to customers or third party lessors and for which Toromont or such Subsidiary has provided a guarantee to repurchase such equipment, at a pre-determined residual value and date, in the event that the customer decides not to retain the equipment or, in the case of a lease, not to purchase the equipment at the end of the lease term;

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"Fiscal Quarter" means any fiscal quarter of Toromont, and "Fiscal Year" means any fiscal year of Toromont;

"Funded Obligation" means any Indebtedness, the principal amount of which by its terms is not payable on demand and the due date of payment of which, after giving effect to any right of extension or renewal exercisable unilaterally on the part of the obligor, is more than 12 months from the date of the creation, issue or incurring of the same;

"GAAP" means generally accepted accounting principles in effect from time to time in Canada as recommended in the Handbook of the Chartered Professional Accountants of Canada (including, for the avoidance of doubt, International Financial Reporting Standards);

"Government Obligations" means securities denominated in the currency in which the debt securities of such series are payable which are (a) either (i) direct obligations of the government which issued the currency in which the debt securities of a particular series are payable or of a Person controlled or supervised by or acting as an agency or instrumentality of such government, the payment of which is unconditionally guaranteed by such government, or, where the series of debt securities are denominated in Canadian dollars or (ii) direct obligations of a province of Canada with a long term debt rating of at least "A" by DBRS, "A" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., or "A2" by Moody's Investors Service, Inc., (or, where such Government Obligations are short term debt securities, a short term debt rating of at least "R-1 (middle)" by DBRS, "A-1" by S&P or "P-1" by Moody's) or the equivalent rating from any successors to such rating agency businesses, and (b) not callable or redeemable at the option of the issuer thereof;

"Gross Revenues" means, in respect of any Person, the total amount of all revenue received by the Person from all sources in the ordinary course of business whether from sales, rents, royalties or otherwise; provided, however, that Gross Revenues do not include dividends or distributions from Subsidiaries or intercompany revenues;

"Guarantor Threshold" means, with respect to a Calculation Period, the Revenue Threshold for such Calculation Period or, with respect to a Calculation Date, the Asset Threshold for such Calculation Date;

"Indebtedness" means, with respect to any Person, without duplication: (a) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money (whether or not the recourse of the lender of such indebtedness is to the whole of the assets of such Person or only to a portion thereof); (b) the principal of and premium (if any) in respect of obligations of such Person evidenced by debentures, notes or other similar debt instruments; (c) all reimbursement obligations of such Person in respect of letters of credit, letters of guaranty, bankers' acceptances and similar credit transactions (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (a) and (b) above and clause (e) and (f) below) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the fifth business day following payment on the letter of credit); (d) all obligations of such Person to pay the deferred and unpaid purchase price of property or services acquired by such Person, which purchase price is due more than six months from the date of incurrence of the obligation in respect thereof; (e) all mandatorily redeemable preferred stock of such Person (with the amount of Indebtedness represented by such preferred stock being equal to the greater of its principal amount or liquidation preference and its maximum fixed redemption or repurchase price); (f) Capital Lease Obligations of such Person; (g) all Indebtedness of Third Parties secured by a Lien on any Property of such Person, whether or not such Indebtedness is assumed by such Person (with the amount of such Indebtedness being the lesser of (1) the fair market value of the such Property securing the Third Party Indebtedness on the date that the Lien attaches and (2) the amount of the Third Party Indebtedness so secured); (h) all Indebtedness of others guaranteed by such Person to the extent of such guarantee; (i) the net amount payable by such Person under Swap Agreements if such Swap Agreements were terminated at the time; and (j) all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person; provided, however, that, notwithstanding any of the above and for greater certainty, Indebtedness shall not include (i) trade or other accounts payable and accrued expenses incurred by such Person, in each case, arising in the ordinary course of business; (ii) any cash management obligation incurred in the ordinary course of business so long as such cash management obligation is repaid in full (x) no later than five business days following the date on which it was incurred or, (y) in the case of a cash management obligation in respect of credit or purchase cards, no later than 60 days following the date on which it was incurred; (iii) any liability for national, regional, federal, state, provincial, local or other taxes not yet delinquent or being contested in good faith and for which adequate reserves have been established to the extent required by GAAP; (iv) any customer deposits or advance payments received in the ordinary course of business; (v) in connection with a purchase by the Toromont or any Subsidiary of any business or assets, any earn-out or other post-closing payment adjustment to which the seller may become entitled to the extent such adjustment is determined by a final closing balance sheet or such adjustment depends on the performance of such business or assets after the closing, provided, however, that, at the time of closing, the

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amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner; and (vi) any obligations in respect of workers' compensation, health, disability, employee benefits or other claims arising under similar legislation, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions, or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit;

"Joint Venture" means a joint operation required to be consolidated or a joint venture required to be accounted for using the equity method, on Toromont's financial statements, in accordance with the GAAP applicable to each particular arrangement;

"Lien" means, in respect of any Property, any mortgage, pledge, lien, hypothecation, deed of trust, security interest, deemed trust, charge, statutory lien, privilege or other encumbrance of any kind or nature in respect of such Property (including, without limitation, any conditional sale, capital lease or other title retention agreement having substantially the same effect as any of the foregoing);

"Permitted Accounts Receivable Transaction" means any transaction or series of transactions pursuant to which Toromont or a Subsidiary sells, transfers, disposes of, securitizes or enters into any other asset-backed financing of trade accounts receivable of or owing to Toromont or any Subsidiary, and any contract rights related thereto, in each case, on customary terms for fair market value as determined at the time of consummation in good faith by Toromont or such Subsidiary;

"Permitted Liens" means, with respect to any Person:

(a) any Purchase Money Security Interest and any Liens relating to the interest of a lessor under a finance lease or otherwise securing Capital Lease Obligations;

(b) Liens existing on Property ("Acquired Property") (i) at the time Toromont or any Guarantor acquires such Property or (ii) of any Person that becomes a Subsidiary at the time such Person becomes a Subsidiary, including through a merger, amalgamation, share exchange or consolidation, provided that (i) such Liens existed at the time of such acquisition and were not created in anticipation thereof, and (ii) any such Lien does not encumber any other Property of Toromont or any Guarantor (other than additions and improvements to Acquired Property and Property in replacement or substitution of Acquired Property);

(c) Liens arising by reason of any judgment, award, decree or order of any court or other governmental authority or in connection with arbitration proceedings, if appropriate legal proceedings are being diligently prosecuted and shall not have been finally terminated or the period within which such proceedings may be initiated or appealed shall not have expired;

(d) Liens on funds or securities deposited with the Trustee in connection with any defeasance under the Indenture;

(e) any Lien payment of which has been provided for by deposit with the Trustee of an amount in cash sufficient to pay the same in principal and interest until the date of its maturity;

(f) Liens arising in the ordinary course of business under Equipment Buy-back Programs;

(g) any netting or cash management arrangements with Third Party financial institutions maintained or utilized by Toromont or any Subsidiary;

(h) any Lien given by a Guarantor prior to the date on which it becomes a Guarantor and any Lien given thereafter pursuant to an obligation to give a Lien set out in an indenture, agreement or other instrument entered into by a Guarantor prior to the date on which it becomes a Guarantor, provided that any such Lien on assets of such Guarantor is limited to the assets of such Guarantor on the date on which it becomes a Guarantor or the same type of assets, as the case may be (unless otherwise permitted in the Indenture in respect of other assets);

(i) any Lien on Property granted in the ordinary course of business in connection with an obligation under a Swap Agreement;

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(j) any Lien provided to Caterpillar Inc., Caterpillar Americas Co. or another affiliate of Caterpillar Inc. or any of their respective successors or assigns (collectively, "Caterpillar") on the following Property of Toromont or a Guarantor whether by way of debenture, security agreement, assignment or otherwise: (A) inventory now owned or hereafter acquired of engines, machines, equipment, including all attachments, accessories and optional features therefor (whether or not installed thereon), branded with any Caterpillar mark (including, but not limited to, the trademarks "Caterpillar" or "CAT") and financed by or for which money is owed to Caterpillar; (B) substitutions, trades-ins, replacements, additions and accessions to all of the inventory referred to in (A); (C) all replacement parts acquired from Caterpillar ("Caterpillar Parts"); (D) proceeds of all of the assets referred to in (A), (B), and (C); and (E) all books, records, files, papers, disks, documents and other repositories of data recording, evidencing or relating to the assets referred to in (A), (B), (C) and (D); provided, however, that the Liens permitted by this clause (j) shall not extend to any machinery, equipment, engines or Caterpillar Parts for which Caterpillar has been paid in full;

(k) Liens (except on fixed assets, land and shares of Guarantors) given to any bank or other lending institution or others to secure Indebtedness incurred in the ordinary course of business that is not a Funded Obligation;

(l) Liens in favour of Toromont or any Subsidiary;

(m) Liens on the Property that is the subject of, and arising in connection with, a Permitted Accounts Receivable Transaction or a Permitted Sale Leaseback Transaction;

(n) Liens not otherwise permitted pursuant to the provisions in clause (a) through (m) (inclusive) above securing additional Borrowed Money in an aggregate principal amount at any one time outstanding under this clause (n) (together with all Borrowed Money incurred pursuant to clause (o) to refund, refinance, exchange, repay, extend, renew or replace Borrowed Money secured pursuant to this clause (n)) that does not exceed, at the date of the incurrence of such Borrowed Money, 20% of Shareholders' Equity (as determined as of the last day of the most recently completed Fiscal Quarter); and

(o) Liens securing Borrowed Money to refund, refinance, exchange, repay, extend, renew or replace (including pursuant to any defeasance or discharge mechanism) all or any part of the Borrowed Money secured by any Lien permitted under clause (a)–(n) above or in this clause (o), provided that the principal amount of Borrowed Money secured thereby is not in excess of the principal amount of the Borrowed Money being refunded, refinanced, exchanged, repaid, extended, renewed or replaced and the Lien is limited to all or a part of the Property of Toromont or such Guarantor secured by the original Lien (including any additions and improvements to such Property and Property in replacement or substitution of such Property);

"Permitted Sale Leaseback Transaction" means any transaction or series of transactions pursuant to which Toromont or a Subsidiary sells, transfers or otherwise disposes of any Property, real or personal, and as part of such transaction, thereafter rents or leases such Property or other Property that it intends to use for substantially the same purpose or purposes as the Property being sold, transferred or disposed of, provided that such transaction is consummated for fair market value as determined at the time of consummation in good faith by Toromont or such Subsidiary;

"Person" means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof, or any other entity;

"Property" means all or any portion of a Person's property and assets, both real and personal, including for greater certainty any share in the capital of any corporation or ownership interest in any other Person;

"Purchase Money Security Interest" means any Lien securing (a) Indebtedness incurred to finance or refinance, in whole or in part, the cost of acquisition, leasing, development, construction, repair, alteration or improvement of any Property; provided that (i) such Indebtedness is incurred prior to or within 12 months after the later of the completion of such acquisition, leasing, development, construction, repair, alteration or improvement and (ii) such Lien does not extend to any Property of Toromont or any Subsidiary other than Property acquired, leased, developed, constructed, repaired, altered or improved with the proceeds of such Indebtedness and any improvements or accessions to such Property or (b) any extension,

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renewal or refunding of such Indebtedness not in excess of the outstanding principal amount thereof as of the date of such extension, renewal or refunding and not extending or affecting any additional Property;

"Revenue Threshold" means, with respect to a Calculation Period, the minimum percentage of Consolidated Gross Revenues to be represented by the Gross Revenues of Toromont and all Guarantors, considered together on a combined basis, for such Calculation Period, which minimum percentage shall be 80%; provided, however, that Consolidated Gross Revenues and Gross Revenues shall be calculated on a pro forma basis after giving effect to any acquisition from, or disposition to, a Third Party of (a) all or substantially all of a division or line of business or (b) at least a majority of the Voting Shares of a Subsidiary, in each case, by Toromont or any Subsidiary, that occurred during such Calculation Period or at any time subsequent to the last day of such Calculation Period and on or prior to the Determination Date for such Calculation Period (or, if calculated in connection with a release of a Guarantor, the date for that release) as if such division or line of business was, or Voting Shares were, acquired or disposed of, as applicable, on the first day of such Calculation Period;

"Shareholders' Equity" means, as of any date of determination, the aggregate amount of shareholders' equity (including but not limited to share capital, contributed surplus and retained earnings) of Toromont, as shown on the most recent annual audited balance sheet of Toromont (or, if more recent, the most recent quarterly unaudited consolidated balance sheet of Toromont) that is available internally and computed on a consolidated basis in accordance with GAAP;

"Subsidiary" means any corporation, partnership or other legal entity in which Toromont owns a majority of the Voting Shares or in respect of which Toromont has the right to elect a majority of the board of directors, if the entity is a corporation, or the right to make or control its management decisions, if the entity is some other Person, whether such ownership or right is held directly by Toromont or indirectly through one or more other entities that would themselves be "Subsidiaries" under the foregoing definition or in part directly and in part indirectly, but excluding any Joint Venture;

"Swap Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Toromont or any Subsidiary shall be a Swap Agreement;

"Third Party" means any Person other than Toromont, a Subsidiary or a Joint Venture; and

"Voting Shares" means any Capital Stock having voting power under ordinary circumstances to vote in the election of a majority of the directors of a corporation (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

BOOK-ENTRY, SETTLEMENT AND CLEARANCE

General

The notes will be issued in the form of one or more fully registered global notes ("global notes") held by, or on behalf of, CDS (the "depository") as custodian of the global notes and, in such event, notes will be registered in the name of the depository or its nominee (a "nominee"), which is currently CDS & Co. Purchasers of notes represented by global notes will not receive notes in definitive form ("definitive notes"). Instead, ownership of such notes will be evidenced through beneficial interests in the global notes, and will be represented through book entry accounts of institutions (including the Underwriters), as direct and indirect participants of the depository ("participants"), acting on behalf of the beneficial owners of such notes. Each purchaser of a note represented by a global note is expected to receive a customer confirmation of purchase from the Agent through whom the note is purchased in accordance with the practices and procedures of the Underwriter. The depository will be responsible for establishing and maintaining book-entry accounts for its participants having interests in global notes.

If (a) the depository notifies Toromont that it is unwilling or unable to continue as depository in connection with the global notes, or if at any time the depository ceases to be a clearing agency or otherwise ceases to be a depository, and Toromont and the Trustee are unable to locate a qualified replacement or (b) Toromont elects or is required by law to terminate the book entry arrangements with respect to the notes, beneficial owners of notes represented by global notes will be entitled to receive definitive notes.

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Notwithstanding the foregoing, if the depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository, and Toromont is unable to locate a qualified successor, Toromont and the Trustee, acting reasonably, will each exercise commercially reasonable efforts to agree upon alternative arrangements whereby the notes can be traded through an alternative book entry system.

Payment on Global Notes

Payment of interest, principal and premium, if any, on each global note will be made to the depository or the nominee, as the case may be, as the registered holder of the global note. Interest payments on global notes will be made by electronic funds or wire transfer on the date interest is payable and delivered to the depository or the nominee, as the case may be, on the date interest is payable. Principal payments on a global note will be made by electronic funds or wire transfer delivered to the depository or the nominee, as the case may be, at maturity against receipt of the global note. As long as the depository or the nominee is the registered owner of a global note, the depository or the nominee, as the case may be, will be considered the sole owner of the global note for the purposes of receiving payments of interest, principal and premium, if any, on the notes and for all other purposes under the Indenture and the notes, except as required by law.

Toromont understands that the depository or the nominee, upon receipt of any payment of principal, interest or premium, if any, in respect of a global note, will credit participants' accounts, on the date principal, interest or premium, if any, is payable, with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note as shown on the records of the depository or the nominee. Toromont also understands that such payments of principal, interest or premium, if any, by participants to the owners of beneficial interests in such global notes held through such participants will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers registered in "street name" and will be the responsibility of such participants. The responsibility and liability of Toromont and the Trustee in respect of notes represented by global notes is limited to making payment of any principal, interest or premium, if any, due on such global notes to the depository or the nominee. The forwarding of any such payments of interest, principal or premium, if any, to the depository or the nominee shall satisfy and discharge the liability of Toromont in respect of such amounts on such note to the extent of the sum represented thereby (plus the amount of any tax, assessment or other government charge required by law to be deducted or withheld).

Transfers

Transfers of beneficial ownership in notes represented by a global note will be effected through records maintained by the depository for such global notes or the nominee (with respect to the interests of participants) and on the records of participants (with respect to the interests of beneficial owners other than participants). Beneficial owners of an interest in a note represented by a global notes who are not participants in the depository's book entry system, but who desire to purchase, sell or otherwise transfer ownership of or other interests in global notes, may do so only through participants in the depository's book entry system. A purchaser's interest in a note represented by a global note will only be exchangeable for definitive notes in the limited circumstances set forth above and in accordance with the procedures established by the depository or the nominee.

The ability of a beneficial owner of an interest in a note represented by a global note to pledge the note or otherwise take action with respect to such owner's interest therein other than through a participant may be limited due to the lack of a physical certificate.

CREDIT RATING

The notes are expected to be assigned a rating of BBB (high), with a stable trend, by DBRS Limited ("DBRS"). The credit rating accorded to the notes by DBRS is not a recommendation to buy, hold or sell the notes since such rating does not comment as to their market price or suitability for a particular investor. Credit ratings are intended to provide investors with an independent measure of the credit quality of an issue of securities and are intended to be indicators of the likelihood of payment and of the capacity and willingness of the issuer to meet its financial commitment on an obligation in accordance with the terms of the obligation. However, the credit rating accorded to the notes may not reflect the potential impact of all risks on the value of the notes, including risks related to structure, market or the other factors discussed in this Offering Memorandum or the documents incorporated by reference herein.

DBRS' credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of the securities rated. The BBB rating category is the fourth highest of the ten major ratings categories used by DBRS. According to the DBRS rating system, debt securities rated BBB are of adequate credit quality

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and indicate that the capacity for the payment of financial obligations is considered acceptable but that the instrument may be vulnerable to future events. The assignment of a "(high)" or "(low)" modifier within each rating category indicates relative standing within such category. The "high" and "low" grades are not used for the AAA category.

There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant and, if any such rating is so revised or withdrawn, we are under no obligation to update this Offering Memorandum. See "Risk Factors".

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Davies Ward Phillips & Vineberg LLP, counsel to the Issuer, and McCarthy Tétrault LLP, counsel to the Agents, (collectively, "Counsel"), the following is a summary of the principal Canadian federal income tax considerations generally applicable to a purchaser who acquires beneficial ownership of notes pursuant to this Offering Memorandum and who, at all relevant times and for purposes of the Income Tax Act (Canada) (the "Tax Act"), is resident or deemed to be resident in Canada, deals at arm's length with and is not affiliated with the Issuer, holds the notes as capital property and is not exempt from taxation under Part I of the Tax Act (a "Resident Holder"). Generally, the notes will constitute capital property to a Resident Holder provided that the Resident Holder does not hold them in the course of carrying on a business and does not acquire them as part of an adventure or concern in the nature of trade. Certain Resident Holders who might not otherwise be considered to hold their notes as capital property may, in certain circumstances, be entitled to have their notes, and all other "Canadian securities" (as defined in the Tax Act) owned by such Resident Holder in the taxation year and each subsequent taxation year, treated as capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. Such holders should consult their tax advisors regarding their particular circumstances.

This summary is not applicable to a Resident Holder an interest in which is a "tax shelter investment" as defined in the Tax Act, that is a "financial institution" as defined in the Tax Act for purposes of certain rules applicable to any income, gain or loss arising from a "mark-to-market property" or a "specified debt obligation" as defined in the Tax Act or that makes a functional currency reporting election under the Tax Act or that enters into a "derivative forward agreement" as defined in the Tax Act in respect of the notes. Such purchasers should consult their tax advisors.

This summary is based upon the current provisions of the Tax Act and the regulations thereunder and Counsel's understanding of the current administrative practices of the Canada Revenue Agency published in writing by it prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act and the regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. Except for any Proposed Amendments, this summary does not take into account or anticipate any changes in the law or administrative practice, whether by judicial, governmental or legislative decision or action, nor does it take into account other federal laws or tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ significantly from those discussed herein.

On July 18, 2017, the Minister of Finance (Canada) released a consultation paper that included an announcement of the Canadian Federal Government's intention to amend the Tax Act to increase the amount of tax applicable to certain passive investment income earned through a "Canadian-controlled private corporation" (as defined in the Tax Act). No specific amendments to the Tax Act were proposed in connection with this announcement. Holders that are Canadian-controlled private corporations should consult their own tax advisors.

This summary is of a general nature only and is not intended to be and should not be construed to be legal or tax advice to any particular Resident Holder and no representations with respect to the income tax consequences to any particular Resident Holder are made. This summary is not exhaustive of all possible Canadian federal income tax considerations. Accordingly, prospective purchasers of notes should consult their tax advisors for advice regarding the income tax considerations applicable to their particular circumstances.

Interest

A Resident Holder that is a corporation, partnership, unit trust or a trust of which a corporation or partnership is a beneficiary will be required to include in computing its income for a taxation year all interest that accrues or is deemed to accrue to such Resident Holder on the notes to the end of that year or that becomes receivable or is received by it before the end of that year, except to the extent that such interest was included in computing the Resident Holder's income for a preceding taxation year. Any other Resident Holder, including an individual, will be required to include in computing such

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Resident Holder's income for a taxation year all interest (and amounts deemed to be interest) on the notes that is received or receivable by such Resident Holder in that year (depending on the method regularly followed by the Resident Holder in computing income under the Tax Act) except to the extent that such interest was included in computing the Resident Holder's income for a preceding taxation year.

A Resident Holder that is a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable for an additional refundable tax on investment income, including interest.

Dispositions

On a disposition or a deemed disposition (which will include a redemption (including pursuant to the Special Mandatory Redemption) or repayment at maturity) of notes, a Resident Holder will generally be required to include in computing its income for the taxation year in which the disposition or deemed disposition occurs all interest that has accrued on the notes to the date of disposition or deemed disposition to the extent that such interest has not otherwise been included in computing the Resident Holder's income for that year or a preceding taxation year. In addition, any applicable premium over the notes' principal amount paid by the Issuer to a Resident Holder in a taxation year as a result of the early redemption (or repurchase) of the notes will be deemed to be interest received by the Resident Holder and must be included in the Resident Holder's income in that taxation year to the extent that such amount can reasonably be considered to relate to, and does not exceed the value at the time of redemption (or repurchase) of, interest that would otherwise have been paid or payable by the Issuer on the notes for taxation years ending after the redemption (or repurchase).

A Resident Holder who has over-accrued interest income in respect of a note generally will be entitled to a deduction in computing the Resident Holder's income for the taxation year in which the note is disposed of in an amount equal to such over-accrued income.

In general, a disposition or a deemed disposition of notes will result in a capital gain (or a capital loss) to the Resident Holder equal to the amount by which the proceeds of disposition, net of any amount included in the Resident Holder's income as interest and any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the notes to such holder immediately before the disposition. One-half of any capital gain (a "taxable capital gain") realized by a Resident Holder in a taxation year must be included in computing such Resident Holder's income for that year, and one-half of any capital loss (an "allowable capital loss") realized by a Resident Holder in a taxation year must be deducted from any taxable capital gains realized by the Resident Holder in that taxation year. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in the three preceding taxation years or carried forward and deducted in any following taxation year from net taxable capital gains realized in such years, subject to and in accordance with the provisions of the Tax Act.

A capital gain realized by an individual (other than certain specified trusts) may give rise to a liability for alternative minimum tax under the Tax Act.

A Resident Holder that is a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable for an additional refundable tax on investment income, including taxable capital gains earned or realized in respect of the notes.

PLAN OF DISTRIBUTION

Under an agreement (the "Agency Agreement") dated October 24, 2017 between us and the Agents, the Agents have agreed to solicit, on a best efforts basis, offers by purchasers to purchase from us up to $500,000,000 aggregate principal amount of notes. The Agency Agreement also provides for various representations, warranties, covenants, conditions of closing and indemnities customary for a transaction of this nature. The obligations of the Agents under the Agency Agreement may be terminated at their discretion in certain circumstances, including on the basis of their assessment of the state of the financial markets and also upon the occurrence of certain stated events. While the Agents have agreed to use their best efforts to sell the notes offered under this Offering Memorandum, the Agents will not be obligated to purchase any notes which are not sold. We have agreed to indemnify the Agents against certain liabilities, including liabilities under applicable Canadian provincial securities laws in certain circumstances, or to contribute to payments the Agents may be required to make because of such liabilities.

Subscriptions for notes will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. There is no minimum amount of funds that must be raised under this offering. This means that we could complete this offering after raising only a small proportion of the offering amount set

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out above. It is expected that closing of the offering will occur on or about October 27, 2017 or such earlier or later date as we and the Agents may mutually agree, and that the notes will be available for delivery in book-entry only form through the facilities of CDS on or about the date of closing of the offering. Purchasers of the notes will not have the right to receive physical certificates evidencing their ownership of the notes.

The notes are being offered exclusively in Canada. The notes may only be offered or sold, directly or indirectly, to residents in one of the provinces of Canada that meet one or more of the criteria to be classified as an "accredited investor" (excluding certain individuals) pursuant to the "accredited investor exemption" as defined in NI 45-106. The notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. This Offering Memorandum does not constitute an offer to sell or a solicitation of an offer to buy any of the notes offered hereby in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulations S under the U.S. Securities Act). Each Agent has agreed that it will not offer or sell the notes at any time within the United States or to, or for the account or benefit of, U.S. persons.

There is no market through which the notes may be sold and purchasers may not be able to resell notes purchased under this Offering Memorandum. We do not intend to list the notes on any securities exchange. The Agents expect, but are not obligated, to make a market for the notes. Any market-making activities with respect to the notes may be discontinued at any time without notice. There can be no assurance that a secondary market for the notes will develop or, if a secondary market does develop, that it will provide holders of notes with liquidity for their investment or that it will continue for the life of the notes. In connection with this offering, the Agents may engage in transactions that stabilize, maintain or otherwise affect the price of the notes. Specifically, the Agents may over-allot this offering, creating a syndicate short position. The Agents may bid for and purchase the notes in the open market to cover syndicate short positions. In addition, the Agents may bid for and purchase the notes in the open market to stabilize the price of the notes. These activities may stabilize or maintain the market price of the notes above independent market levels. The Agents are not required to engage in these activities and may end these activities at any time. See "Risk Factors".

RELATIONSHIP BETWEEN US AND THE AGENTS

TD Securities Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. are direct or indirect wholly-owned subsidiaries of certain Canadian chartered banks that are lenders to us under our Existing Credit Facilities, will be lenders to us under the New Credit Facilities, and, if Toromont does not issue the notes offered hereby, may be lenders under the Short Term Loan. The net proceeds of the offering will be used to finance a portion of the purchase price of the Acquisition. Consequently, we may be considered a "connected issuer" of TD Securities Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. within the meaning of applicable Canadian securities laws.

As at the date hereof, we had no indebtedness owing under the Existing Credit Facilities. We are in compliance with all terms of the Existing Credit Facilities and the lenders thereunder have not waived any breach by us of any agreements relating thereto since the execution of the Existing Credit Facilities. It is anticipated that the aggregate net proceeds of the offering will be used to finance a portion of the purchase price of the Acquisition and a portion of the purchase price for the Acquisition will be funded by drawing on the New Credit Facilities. See "Use of Proceeds" and "Consolidated Capitalization".

The decision to distribute the notes hereunder and the determination of the terms of the offering were made through negotiations between us and the Agents. The lenders affiliated with TD Securities Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. did not have any involvement in such decision or determination, but have been advised of the issuance and the terms hereof. TD Securities Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. will receive their respective share of the fees payable to the Agents in connection with the offering.

RISK FACTORS

An investment in the notes involves risk. In addition to the risks set forth below and the other information contained in this Offering Memorandum, you should consider carefully the risks and uncertainties described in the documents incorporated by reference in this Offering Memorandum. A discussion of certain risks and uncertainties affecting our business is provided in our Annual MD&A, which is incorporated by reference in this Offering Memorandum. These risks and uncertainties also apply to the Hewitt Business. These are not the only risks and uncertainties that we and the Hewitt Business face. Additional risks and uncertainties not presently known to us, or that we currently consider

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immaterial, may also materially and adversely affect us and the Hewitt Business. If any of the events identified in these risks and uncertainties were to actually occur, our and the Hewitt Business' business, financial condition or results of operations could be materially harmed.

Risks Related to the Acquisition

There can be no assurance of future performance of the Hewitt Business.

Historic and current performance of the Hewitt Business may not be indicative of success in future periods. The future performance of the Hewitt Business may be influenced by a variety of factors, including factors that drive expenditures on capital goods in the mining, construction, and other sectors serviced by the Hewitt Business. These factors include interest rates, foreign exchange rates, consumer and business confidence, commodity prices, corporate profits, fiscal policy, credit conditions and the availability of capital to finance purchases. As a result of any one or more of these factors, the operations and financial performance of customers of the Hewitt Business may be negatively affected which, in turn, may adversely affect Toromont's financial results and condition and cash flows. Commodity prices and, in particular, changes in the view on long-term trends in commodity prices, can significantly affect demand for the products and services of the Hewitt Business. Governmental policy with respect to infrastructure projects may also significantly impact demand for the Hewitt Business' products and service.

Failure to achieve the expected benefits of the Acquisition and to efficiently integrate the Hewitt Business could adversely affect us following the completion of the Acquisition.

Although we expect to realize operational and financial benefits as a result of the Acquisition, we cannot be certain whether, and to what extent, such benefits will be achieved in the future. In order to obtain certain benefits of the Acquisition, we must integrate certain systems and operations of Toromont and the Hewitt Business. Such integration may be complex, time-consuming and cost more than anticipated and the failure to achieve this integration quickly and effectively may negatively affect Toromont's financial results and condition and cash flows. This integration involves a number of risks, including, but not limited to:

• the integration may cost more and take longer than anticipated;

• we may be unable to retain senior management and other key employees involved in the Hewitt Business;

• the integration will increase demands on Toromont management due to the larger size of Toromont's business after the Acquisition and the diversion of their attention to the integration of the Hewitt Business; and

• difficulties and risks in the integration of certain operations, systems and technologies (including accounting, management information and enterprise resource planning systems and equipment management solutions, books and records and procedures, as well as in maintaining uniform standards and controls (including internal control over financial reporting and related procedures and policies).

We may face material unexpected costs or liabilities as a result of the Acquisition.

Under the Acquisition Agreement, with the exception of certain excluded liabilities, Toromont has agreed to assume all of the liabilities of Hewitt arising out of or relating to the Hewitt Business, including all obligations and liabilities of Hewitt relating to legal proceedings and environmental matters. There may be liabilities that Toromont failed to discover or was unable to quantify accurately or at all in Toromont's due diligence review of the Hewitt Business, and Toromont may not be indemnified for some or all of these liabilities or the indemnification may be subject to limitations. Any material undiscovered liabilities, or the inability to obtain full indemnification for such liabilities, could have a material adverse effect on Toromont's business, financial condition and cash flows. In addition, Toromont has agreed to indemnify Hewitt against certain items for which Toromont's indemnity obligation is not limited, including any assumed liabilities. While Toromont has estimated these potential liabilities for the purposes of making its decision to enter into the Acquisition, there can be no assurance that any resulting liability will not exceed Toromont's estimates. The amount of such liability could have a material adverse effect on Toromont's financial condition and cash flows. In particular, Toromont has agreed to assume Hewitt's future pension and employee benefit obligations and Hewitt's environmental obligations. Economic fluctuations and changes in applicable law (including environmental regulations) could adversely impact the funding and expenses associated with these obligations, and there can be no assurance that these pension and employee benefit obligations or any environmental

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obligations assumed by Toromont as part of the Acquisition will not increase materially in the future, thereby negatively impacting Toromont's financial condition and cash flows.

Third parties may terminate or alter their agreements or relationships with Toromont or the Hewitt Business as a result of the Acquisition.

Certain agreements to be acquired by Toromont pursuant to the Acquisition require the consent of the counterparty or may be terminated or cancelled unilaterally by the counterparty thereto upon the occurrence of specified events or otherwise. In addition, third parties with whom Toromont or the Hewitt Business currently have relationships may terminate or otherwise reduce the scope of their relationship with Toromont or the Hewitt Business, as applicable, as a result of the Acquisition. A decision by certain counterparties to terminate or alter existing contractual arrangements or relationships with Toromont or the Hewitt Business could have a material adverse effect on Toromont's operations.

We have and will incur significant transaction and Acquisition-related costs in connection with the Transactions.

We expect to incur a number of non-recurring costs associated with the Transactions, including fees paid to financial and legal advisors related to the Acquisition and related financing arrangements. We may also incur significant transaction fees and other costs in the integration of the Hewitt Business.

We will incur substantial additional indebtedness to finance the Acquisition which may adversely impact our flexibility and subject us to additional financing risk.

We will incur substantial additional indebtedness to finance the Acquisition which may limit our operating and financial flexibility. Our overall leverage and the terms of our financing could, among other things:

• limit our flexibility to plan for and adjust to changing business and market conditions and increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a larger portion of our cash flow to make interest and principal payments on our debt, thereby potentially limiting the availability of our cash flow to fund future acquisitions, working capital, business activities, and other general corporate requirements;

• limit our ability to refinance our indebtedness on terms acceptable to us or at all; or

• limit our ability to obtain additional financing for working capital, capital expenditures, research and development, debt service requirements, acquisitions or general corporate purposes.

Our borrowings under the New Credit Facilities will be at variable rates of interest and will expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness could increase even though the amount borrowed remained the same. The interest rate payable under the New Credit Facilities is a percentage per annum equal to a reference rate plus the applicable margin. See "Description of Certain Other Indebtedness". The terms of the notes and the agreements governing our other indebtedness will allow us to incur additional indebtedness. If we incur additional indebtedness, the above risks with respect to our leverage would be intensified.

The Acquisition will significantly increase our goodwill and intangible assets.

Following the Acquisition, we will have a significant amount of goodwill and intangible assets on our consolidated financial statements that are subject to impairment based upon future adverse changes in our business or prospects. The impairment of any goodwill and intangible assets may have a negative impact on our results of operations.

The Acquisition Agreement does not contain a financing condition.

There exists no condition for financing under the Acquisition Agreement which Toromont can rely on to terminate the Acquisition Agreement. Toromont has obtained a commitment from a syndicate of financial institutions to provide the New Credit Facilities, which, together with our cash on hand and the net proceeds of this offering, provide enough funds to pay the expected Purchase Price and related Transaction expenses. However, this commitment is subject to certain conditions. If Toromont fails to meet such conditions and they are not waived by the lenders, the New Credit Facilities may

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not close and Toromont would need to obtain alternative financing for the Acquisition. There can be no assurance that such alternative financing would be available on reasonable terms or at all. Obtaining such alternative financing could also substantially increase Toromont's borrowing costs in connection with the Acquisition, which could adversely affect Toromont's financial condition and cash flows.

The parties to the Acquisition may be unable to satisfy the conditions to the completion of the Acquisition, and the Acquisition may not be completed within the expected timeframe or at all.

We expect the closing of the offering will occur substantially concurrently with the closing of the Acquisition. However, the closing of the Acquisition is subject to the satisfaction of certain closing conditions. There is no certainty, nor can Toromont provide any assurance, that these closing conditions will be satisfied or, if satisfied, when they will be satisfied.

The financial statements included in this Offering Memorandum are for Hewitt, not the Hewitt Business, and no pro forma financial statements have been provided that give effect to the Transactions.

Upon the completion of the Acquisition, Toromont will acquire the Hewitt Business. However, the financial statements included in this Offering Memorandum are for Hewitt, not the Hewitt Business, and no adjustments have been made to such financial statements to reflect this or the Financing. No pro forma financial statements have been included in this Offering Memorandum that give effect to the Transactions. See "Presentation of Financial and Other Information".

All information relating to the Hewitt Business and Hewitt contained in this Offering Memorandum has been provided to Toromont by Hewitt.

Although Toromont has conducted what it believes to be a prudent and thorough level of investigation in connection with the Acquisition, an unavoidable level of risk remains regarding the accuracy and completeness of information provided by Hewitt. While Toromont has no reason to believe that any statement contained herein that is taken from or based on the information provided by Hewitt is misleading, untrue or incomplete in any material respect, it does not assume any responsibility for the accuracy or completeness of such information or the failure by Hewitt to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to Toromont.

Risks Related to the Notes and the Offering

The notes will be effectively subordinated to the debt and other liabilities of our subsidiaries that are not guarantors and our secured debt.

Initially, none of our subsidiaries will guarantee or otherwise be responsible for the payment of principal, interest or other payments required to be made on the notes. One or more of our subsidiaries will provide guarantees in the event that the Gross Revenues or assets, respectively of Toromont account for less than 80% of our Consolidated Gross Revenues or consolidated assets at specified times during each year (see "Description of the Notes — Guarantees"). The notes will be effectively subordinated to all existing and future liabilities (including trade payables and debt) of our subsidiaries that do not guarantee the notes. In the event of an insolvency, bankruptcy, liquidation, reorganization or similar proceeding in respect of any of our non-guarantor subsidiaries, holders of the notes will have no right to proceed against the assets of such subsidiaries. Creditors of such subsidiaries would generally be entitled to payment in full from such assets before any assets are made available for distribution to Toromont Industries Ltd. to pay its debt and other obligations. In addition, under the indenture governing the notes, subsidiaries that have not guaranteed the notes are not restricted from incurring indebtedness or providing security. Accordingly, our subsidiaries may incur substantial debt, subject to any limitations under the terms of our other debt obligations. Furthermore, in certain circumstances, one or more of our subsidiaries may be required to provide a guarantee under our existing or future debt obligations without being required to guarantee the notes.

Our subsidiaries are distinct legal entities and have no obligation to pay, or to make funds available to us to pay our obligations under the notes. As a result, our ability to meet our future financial obligations, including servicing our debt under the notes, may depend upon our receipt of funds from our subsidiaries. Currently, we hold most of our consolidated assets, and generate most of our consolidated revenues, at Toromont Industries Ltd. However, the proportion of our consolidated assets held by our subsidiaries and the significance of our operations at the subsidiary level may increase significantly in the future.

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The notes will also be effectively subordinated in right of payment to any future secured debt of Toromont Industries Ltd. or any guarantor of the notes to the extent of the value of the assets securing such debt. In the event of an insolvency, bankruptcy, liquidation, reorganization or similar proceeding, the assets of Toromont Industries Ltd. or any guarantor of the notes, as applicable, that serve as collateral under any such secured debt would be made available to satisfy the obligations under the secured debt before any payments are made on the notes. As of June 30, 2017, after giving pro forma effect to the Transactions, Toromont would not have had any outstanding long-term secured debt. However, pursuant to the terms of our existing debt obligations, including those of the notes, we may incur substantial additional secured debt subject to certain limitations.

The Guarantees of the notes may not be enforceable in certain circumstances.

In the limited circumstances described under "Description of the Notes — Guarantees", one or more of our subsidiaries will be required to provide a guarantee. The Trustee will be entitled, subject to the terms of the indenture and provided that an Event of Default has occurred and is continuing, to seek redress from each such guarantor for the guaranteed indebtedness. However, there can be no assurance that the Trustee will, or will be able to, effectively enforce the guarantees or that the assets of the guarantors, together with those of Toromont Industries Ltd., will be sufficient to satisfy our obligations under the notes.

The creditors of Toromont Industries Ltd. or one or more guarantors of the notes could challenge the issuances of any of the notes or the related guarantees and any related security as fraudulent transfers, conveyances or preferences, transfers at under value or on other grounds under applicable law. A court could void the obligations under the notes or any guarantee and any related security or take other actions detrimental to the holders of the notes if, among other things, it were to determine that we or the applicable guarantor:

• issued the notes or guarantee or related security with the intent to prefer, defeat, hinder, delay or defraud its existing or future creditors;

• received less than reasonably equivalent value or fair consideration in return for issuing the notes or the guarantee or related security;

• was insolvent or rendered insolvent by reason of issuing the notes or the guarantee; or

• acted in an oppressive manner, unfairly prejudicial to or unfairly disregarded the interests of any stakeholder or other interested party.

To the extent a court voids a guarantee and any related security as a fraudulent transfer, preference or conveyance or holds it unenforceable for any other reason, holders of the notes would cease to have any direct claim against the guarantor that delivered the guarantee. If a court were to take this action, the guarantor's assets would be applied first to satisfy the guarantor's liabilities, including trade payables, and preferred stock claims, if any, before any payment in respect of the guarantee could be made. A guarantor's remaining assets may not be sufficient to satisfy the claims of holders of the notes relating to any voided portions of the guarantees and any related security.

There are restrictions on the resale of the notes.

The notes are being offered and sold pursuant to an exemption from the prospectus requirements of applicable Canadian securities laws. Accordingly, the notes purchased pursuant to this offering will be subject to restrictions on resale pursuant to applicable Canadian securities laws. Specifically, the notes are subject to a four month "restricted period" under applicable Canadian securities laws and purchasers will not be able to resell the notes until expiration of the applicable restricted period except in accordance with private placement exemptions under applicable Canadian securities laws. See "Notice to Investors — Distribution and Resale Restrictions."

There can be no assurance that a trading market for the notes will develop or as to the liquidity of any trading market that might develop for the notes.

The notes will be a new issue of securities for which there is no established trading market and we do not intend to have the notes listed on any securities exchange. The Agents may make a market in the notes after this offering is completed, as permitted by applicable laws and regulations. However, the Agents are not obligated to make a market in the notes and any market making may be discontinued at any time without notice at the sole discretion of the Agents. Therefore, an active market for the notes may not develop or be maintained, which would adversely affect the market price and liquidity of the notes. In that case, the holders of the notes may not be able to sell their notes at a particular time or at a favourable price.

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In addition, the liquidity of the trading market in the notes and the market price quoted for the notes may be adversely affected by, among other things, changes in the overall market for debt securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, there can be no assurance that an active trading market will develop for the notes, or will continue, or as to the liquidity of any trading market that may develop. In addition, subsequent to their initial issuance, the notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

Credit ratings may not reflect all risks.

As of the closing date, the notes are expected to be rated investment grade by DBRS. One or more other credit rating agencies may assign credit ratings to the notes or Toromont. Credit ratings assigned to the notes or Toromont do not necessarily mean that the notes are a suitable investment. Any credit rating accorded to the notes is not a recommendation to buy, sell or hold the notes and may be subject to revision, suspension, reduction or withdrawal at any time by the assigning rating organization. The rating may not reflect the potential impact of all risks related to structure, market and other factors that may affect the value of the notes. In addition, the rating will not address the marketability of investments in the notes or any market price. Similar ratings on different types of securities do not necessarily mean the same thing.

Changes in our credit ratings could adversely affect our cost of financing and the market price of our securities, including the notes.

Credit rating agencies rate an issuer's debt securities on factors that include its operating results, actions that it takes, their view of the general outlook for an issuer's industry and their view of the general outlook for the economy. Actions taken by rating agencies can include maintaining, upgrading, or downgrading a current rating, placing the issuer on a watch list for possible future downgrading and withdrawing a credit rating. Any downgrading or withdrawal of the credit rating assigned to the notes or Toromont or placing us on a watch list for possible future downgrading would likely affect the market's perception of Toromont's creditworthiness and increase our cost of financing, limiting our access to the capital markets. Any such adverse change in a credit rating assigned to the notes or Toromont could also adversely affect the market price of the notes.

Changes in interest rates could adversely affect the market price of the notes.

Prevailing interest rates will affect the market price of the notes, which have a fixed interest rate. Assuming all other factors remain unchanged, the market price of debt instruments which carry a fixed interest rate until maturity will normally decline during such period if prevailing interest rates for similar debt instruments rise.

We may be unable to purchase the notes upon a change of control.

If we experience a change of control and a specified credit rating decline occurs in respect of the notes, we will be required to offer to purchase the notes for cash at a price equal to 101% of the principal amount of the notes plus accrued and unpaid interest to the date of purchase. See "Description of the Notes — Change of Control Triggering Event". We have the same obligation under our 2025 Notes and may have similar obligations under debt obligations that we incur in the future. In addition, a change of control may also constitute an event of default under our New Credit Facilities and other debt obligations that we may incur in the future. In the event of a change of control triggering event, we may not have sufficient funds to purchase all of the notes and our 2025 Notes and to repay the amounts outstanding under our New Credit Facilities and any other debt that we are required to repay in connection with that event. In addition, our ability to repurchase the notes for cash may be limited by applicable law or contract. It may constitute a default under our other debt instruments, permitting the acceleration of that debt, if we are unable to repurchase the notes or the 2025 Notes upon a change of control triggering event.

A change in our business or financial condition or the terms of the Acquisition may not trigger a mandatory redemption of the notes.

You will have no rights under the special mandatory redemption provisions of the notes as long as we complete the Acquisition within the prescribed timeframe, nor will you have any right to require us to repurchase your notes if, between the closing of this offering and the closing of the Acquisition, there is any change (including material changes) in the business or financial condition of Toromont (other than a change of control and a specified credit rating decline, each as defined in the Indenture) or the Hewitt Business or any amendment or waiver of the terms of the Acquisition Agreement. See "Description of the Notes — Special Mandatory Redemption".

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A holder of notes may not obtain its expected return and may not be able to reinvest any redemption proceeds in a comparable investment. In addition, the redemption provisions of the notes may adversely affect their trading price.

The notes are redeemable at our option. We may choose to redeem the notes from time to time, especially when prevailing interest rates are lower than the rate borne by the notes. We are also be obligated to redeem the notes if a Special Mandatory Redemption Event occurs. if we redeem the notes, you may not obtain your expected return on the notes and may not be able to reinvest the redemption proceeds in a comparable investment or an investment that results in a comparable return.

In addition, as a result of the special mandatory redemption provisions of the notes, the trading price of the notes prior to the closing of the Acquisition may not reflect the financial results of our business or macroeconomic factors. Our right to redeem the notes at par within three months of their maturity may also adversely impact the price at which a holder is able to sell the notes, prior to or during that three month period.

Negative covenants in the indenture will have a limited effect.

The indenture governing the notes contains only limited negative covenants. These covenants do not limit the amount of additional debt that we may incur and do not require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flows or liquidity. Further, these limited covenants do not apply to our subsidiaries unless they guarantee the notes. As a result, the indenture may not protect holders of the notes in the event we experience significant adverse changes in our financial condition or results of operations.

We can enter into transactions, like recapitalizations, reorganizations and other highly leveraged transactions, that do not constitute a change of control but could adversely affect the holders of the notes.

The change of control triggering event provision contained in the indenture governing the notes may not necessarily afford you protection in the event of certain important corporate events, including a reorganization, restructuring, merger or other similar transaction involving us that may adversely affect you, because such corporate events may not involve a shift in voting power or beneficial ownership or, even if they do, may still not constitute a "change of control" as defined in the indenture. Except as described under "Description of the Notes – Change of Control Triggering Event", the indenture will not contain provisions that would require us to offer to repurchase or redeem the notes in the event of a reorganization, restructuring, merger, recapitalization or similar transaction.

ELIGIBILITY FOR INVESTMENT

In the opinion of Counsel, the notes, if issued on the date hereof, would be qualified investments under the Tax Act for a trust governed by a registered retirement savings plan ("RRSP"), a registered retirement income fund ("RRIF"), a deferred profit sharing plan (other than a trust governed by a deferred profit sharing plan to which the Issuer, or an employer that does not deal at arm's length with the Issuer for purposes of the Tax Act, has made a contribution), a registered education savings plan ("RESP"), a registered disability savings plan ("RDSP") or a tax-free savings account ("TFSA"), as those terms are defined in the Tax Act (collectively, "Registered Plans").

Notwithstanding the foregoing, if the notes are "prohibited investments" (as defined in the Tax Act) for the purposes of an RRSP, RRIF or TFSA, the holder of the TFSA or the annuitant of the RRSP or RRIF, as the case may be, will be subject to a penalty tax as set out in the Tax Act. The notes will not be a "prohibited investment" under the Tax Act for a TFSA, RRSP or RRIF provided the holder of the TFSA or annuitant of the RRSP or RRIF, as the case may be, deals at arm's length with the Issuer and does not have a "significant interest" (within the meaning of the prohibited investment rules in the Tax Act) in the Issuer. On September 8, 2017, the Minister of Finance (Canada) released legislative proposals to amend the Tax Act that would extend the prohibited investment rules to RESPs and RDSPs applicable to prohibited investments acquired after March 22, 2017. Persons who intend to hold notes in their Registered Plans should consult their own tax advisors regarding their particular circumstances.

LEGAL MATTERS

Certain legal matters in connection with the offering will be passed upon on our behalf by Davies Ward Phillips & Vineberg LLP, our counsel. Certain legal matters will be passed upon for the Agents by McCarthy Tétrault LLP, the Agents' counsel.

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NOTICE TO INVESTORS

This Offering Memorandum constitutes an offering exclusively to residents of Canada and only in those Canadian jurisdictions and to those persons where and to whom they may be lawfully offered for sale, and therein only by persons permitted to sell such securities. This Offering Memorandum is not, and under no circumstances is it to be construed as, a prospectus, an advertisement or a public offering in Canada of the notes. No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with this offering. In addition, no securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this Offering Memorandum or the merits of the notes and any representation to the contrary is an offence.

This Offering Memorandum is not, and under no circumstances is it to be construed as, an offer to sell the notes or a solicitation of an offer to buy the notes in any jurisdiction where the offer or sale of the notes is prohibited. This Offering Memorandum is for the confidential use of only those persons to whom it is delivered by the Agents in connection with the offering. We reserve the right to, and, in our sole discretion, may, reject all or part of any offer to purchase the notes for any reason and to allocate to any purchaser less than all of the notes for which it has subscribed.

This Offering Memorandum is being delivered solely to enable prospective purchasers identified by the Agents to evaluate Toromont and an investment in the notes. The information contained within and incorporated by reference in this Offering Memorandum does not constitute an offer to any other person, or a general offer to the public, or a general solicitation from the public, to subscribe for or purchase the notes. The distribution of this Offering Memorandum and the offer and sale of the notes may be restricted by law. Persons into whose possession this Offering Memorandum comes must inform themselves about and observe any such restrictions.

The distribution of this Offering Memorandum or any information contained herein to any person other than a prospective purchaser identified by the Agents, or those persons, if any, retained to advise such prospective purchaser in connection with the transactions contemplated herein, is unauthorized. This Offering Memorandum is for the confidential use of only those persons to whom it is transmitted in connection with this offering, and any disclosure of the information contained within this Offering Memorandum without our prior written consent is prohibited. Each purchaser, by accepting delivery of this Offering Memorandum, will be deemed to have agreed to the foregoing.

Distribution and Resale Restrictions

The distribution of the notes is being made on a "private placement" basis only in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Newfoundland and Labrador and Prince Edward Island (the "Offering Provinces") and is exempt from the requirement that we prepare and file a prospectus with the relevant securities regulatory authorities in Canada. We are not required to file, and do not currently intend to file, a prospectus or similar document with any securities regulatory authority in Canada qualifying the resale of the notes in any province or territory of Canada in connection with this offering. Accordingly, any resale of the notes must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with prospectus requirements or exemptions from the prospectus requirements. These resale restrictions may under certain circumstances apply to resales of the notes outside of Canada. In addition, in order to comply with the dealer registration requirements of Canadian securities laws, any resale of the notes must be made either by a person not required to register as a dealer under applicable Canadian securities laws, or through an appropriately registered dealer or in accordance with an exemption from the dealer registration requirements. Purchasers are advised to seek legal advice prior to any resale of the notes both within and outside of Canada.

Purchasers of notes are hereby notified that the global notes will, and the confirmation or other ownership statement related to the purchaser's beneficial interest in the notes may, carry a legend which provides that, unless permitted under securities laws, the holder of the notes represented by a global note must not trade the notes before the date that is four months and a day after the "distribution date" of the notes. The distribution date is expected to be October 27, 2017.

In addition, the notes have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws and, subject to certain exemptions, may not be offered or sold in the United States or to U.S. persons.

The notes will be newly issued securities for which there is no existing trading market. There can be no assurance that any secondary market for the notes will develop or, if a secondary market does develop, that it will provide holders of the

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notes with liquidity for their investment or that it will continue for the life of the notes. Accordingly, purchasers of the notes may be required to bear the financial risk of investing in the notes until their maturity date.

Representations and Agreements By Purchasers

Confirmations of the acceptance of offers to purchase notes will be sent to purchasers who have not withdrawn their offers to purchase prior to the issuance of such confirmations. Each purchaser of notes who receives a purchase confirmation will, by the purchaser's receipt thereof, be deemed to represent to Toromont and any Agent from whom such purchase confirmation is received that, as at the closing of this offering:

(a) such purchaser is resident in one of the Offering Provinces ;

(b) the offer and sale of the notes was made exclusively through this Offering Memorandum and was not made through an advertisement of the notes in any printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, or any other form of advertising in Canada;

(c) such purchaser is basing its investment decision solely on the final version of this Offering Memorandum and not on any other information concerning Toromont or the offering;

(d) such purchaser has been independently advised as to restrictions with respect to trading in the notes imposed by applicable Canadian securities laws in the jurisdiction in which it resides, confirms that no representation (written or oral) has been made to it by or on behalf of Toromont or any Agent with respect thereto, acknowledges that it is aware of the characteristics of the notes, the risks relating to an investment in the notes and of the fact that it may not be able to resell the notes, except in accordance with limited exemptions under applicable securities laws and regulatory policy and compliance with the other requirements of applicable law; and it agrees that any certificates representing the notes will bear a legend indicating that the resale of such notes is restricted; and the purchaser further acknowledges that it has been advised to consult its own legal counsel in its jurisdiction of residence for full particulars of the resale restrictions applicable to it and has reviewed and acknowledges the terms referred to above under the heading "—Distribution and Resale Restrictions";

(e) such purchaser is purchasing the notes as principal, or is deemed to be purchasing the notes as principal for purposes of section 2.3 of National Instrument – 45-106 Prospectus Exemptions (such instrument being titled in Quebec Regulation 45-106 respecting prospectus exemptions, together "NI 45-106") or subsection 73.3(2) of the Securities Act (Ontario) (the "Ontario Securities Act"), as applicable, for its own account and not as agent for the benefit of another person;

(f) such purchaser, or any ultimate purchaser for which the purchaser is acting as agent, is entitled under applicable Canadian securities laws to purchase the notes without the benefit of a prospectus qualified under such securities laws, and without limiting the generality of the foregoing:

(i) in the case of a purchaser resident in Ontario, such purchaser meets one or more of the criteria to be classified as an "accredited investor" as defined in subsection 73.3(1) of the Ontario Securities Act (other than the criteria set out in paragraph (j), (k) or (l) of NI 45-106); or

(ii) in the case of a purchaser resident in an Offering Province other than Ontario, such purchaser meets one or more of the criteria to be classified as an "accredited investor" as defined in section 1.1 of NI 45-106 (other than the criteria set out in paragraph (j), (k) or (l) of NI 45-106);

(g) such purchaser is not a person created or used solely to purchase or hold the notes as an "accredited investor" as described in paragraph (m) of the definition of "accredited investor" in section 1.1 of NI 45-106;

(h) not an "insider" of Toromont (within the meaning of Canadian securities laws) and is not a "registrant" (as defined under applicable Canadian securities laws), unless in either case it has specifically provided written advice to the contrary to Toromont and to the Agents and has identified itself as an "insider" or "registrant,"

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and consents to the public disclosure of any information required to be publicly disclosed by Form 45-106F1— Report of Exempt Distribution;

(i) where required by applicable securities laws, regulations or rules, such purchasers will execute, deliver and file such reports, undertakings and other documents relating to the purchase of the notes by the purchaser as may be required by such laws, regulations or rules, or assist Toromont and the Agents, as applicable, in obtaining and filing such reports, undertakings and other documents;

(j) such purchaser is not a U.S. person (as such term is defined in Regulation S under the U.S. Securities Act), none of the notes are being or will be acquired, directly or indirectly, for the account or benefit of a U.S. person, the purchaser was not offered any of the notes in the United States, the purchaser did not execute or deliver any agreement in connection herewith in the United States, and the purchaser is aware that the notes have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and that the notes may not be offered or sold in the United States without registration under the U.S. Securities Act or except in compliance with the requirements of an exemption from registration;

(k) none of the funds being used to purchase the notes are, to the best of such purchaser's knowledge, proceeds obtained or derived, directly or indirectly, as a result of illegal activities, and the funds being used to purchase the notes and advanced by or on behalf of the purchaser do not represent proceeds of crime for the purpose of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); and

(l) such purchaser will, if requested by Toromont or an Agent, provide evidence of the basis of its above representations.

In addition, each purchaser of notes resident in Canada who receives a purchase confirmation, by the purchaser's receipt thereof, will be deemed to have represented, acknowledged or confirmed, as the case may be, to Toromont and the Agents and any dealer who sells notes to such purchaser that such purchaser:

(a) has been notified by Toromont that:

(i) Toromont is required to provide information pertaining to the purchaser, which we refer to as "personal information," required to be disclosed in Schedule I of Form 45-106F1 under NI 45-106 (including its name, address, telephone number and the number and value of notes purchased), which Form 45-106F1 is required to be filed by Toromont under NI 45-106;

(ii) the personal information may be delivered to the securities regulatory authority or regulator in the purchaser's local jurisdiction(s), which we refer to as the "Regulator," in accordance with NI 45-106;

(iii) such personal information is being collected indirectly by the Regulator under the authority granted to it in securities legislation;

(iv) such personal information is being collected for the purposes of the administration and enforcement of the securities legislation of the purchaser's local jurisdiction; and

(v) the public official who can answer questions about the Regulator's indirect collection of personal information is:

(A) in Alberta, the FOIP Coordinator, Alberta Securities Commission, Suite 600, 250—5th Street SW, Calgary, Alberta T2P 0R4, Telephone: (403) 297-6454, Toll free in Canada: 1-877-355-0585, Fax: (403) 297-2082;

(B) in British Columbia, FOI Inquiries, British Columbia Securities Commission, P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, British

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Columbia V7Y 1L2, Inquiries: (604) 899-6581, Toll free in Canada: 1-800-373-6393, Fax: (604) 899-6581, Email: FOI-privacy@bcsc.bc.ca;

(C) in Manitoba, the Director, The Manitoba Securities Commission, 500—400 St. Mary Avenue, Winnipeg, Manitoba R3C 4K5, Telephone: (204) 945-2548, Toll free in Manitoba 1-800-655-5244, Fax: (204) 945-0330;

(D) in New Brunswick, the Chief Executive Officer and Privacy Officer, Financial and Consumer Services Commission (New Brunswick), 85 Charlotte Street, Suite 300, Saint John, New Brunswick E2L 2J2, Telephone: (506) 658-3060, Toll free in Canada: 1-866-933-2222, Fax: (506) 658-3059, Email: info@fcnb.ca;

(E) in Newfoundland and Labrador, the Superintendent of Securities, Government of Newfoundland and Labrador, Financial Services Regulation Division, P.O. Box 8700, Confederation Building, 2nd Floor, West Block, Prince Philip Drive, St. John's, Newfoundland and Labrador A1B 4J6, Attention: Director of Securities, Telephone: (709) 729-4189, Fax: (709) 729-6187;

(F) in Nova Scotia, the Executive Director, Nova Scotia Securities Commission, Suite 400, 5251 Duke Street, Duke Tower, P.O. Box 458, Halifax, Nova Scotia B3J 2P8, Telephone: (902) 424-7768, Fax: (902) 424-4625;

(G) in Ontario, the Inquiries Officer, Ontario Securities Commission, 20 Queen Street West, 22nd Floor, Toronto, Ontario M5H 3S8, Telephone: (416) 593-8314, Toll free in Canada: 1-877-785-1555, Fax: (416) 593-8122, Email: exemptmarketfilings@osc.gov.on.ca;

(H) in Prince Edward Island, the Superintendent of Securities, Prince Edward Island Securities Office, 95 Rochford Street, 4th Floor Shaw Building, P.O. Box 2000, Charlottetown, Prince Edward Island C1A 7N8, Telephone: (902) 368-4569, Fax: (902) 368-5283;

(I) in Québec, the Secrétaire Générale, Autorité des marchés financiers, 800, Square Victoria, 22e étage, C.P. 246, Tour de la Bourse, Montréal, Québec H4Z 1G3, Telephone: (514) 395-0337 or 1-877-525-0337, Fax: (514) 873-6155 (For filing purposes only), Fax: (514) 864-6381 (For privacy requests only), Email: financementdessocietes@lautorite.qc.ca (For corporate finance issuers), fonds_dinvestissement@lautorite.qc.ca (For investment fund issuers); and

(J) in Saskatchewan, the Director, Financial and Consumer Affairs Authority of Saskatchewan, Suite 601—1919 Saskatchewan Drive, Regina, Saskatchewan S4P 4H2, Telephone: (306) 787-5842, Fax: (306) 787-5899;

(b) has authorized the indirect collection of the personal information by the Regulator; and

(c) (i) acknowledges that its name and other specified information, including the number and value of notes it has purchased, may be disclosed to other Canadian securities regulatory authorities and stock exchanges and may become available to the public in accordance with the requirements of applicable laws and (ii) consents to the disclosure of that information.

Upon request, the purchaser agrees to provide Toromont or the Agents with all information about the purchaser necessary to permit the issuer to properly complete and file Form 45-106F1 under NI 45-106. Furthermore, by purchasing the notes, the purchaser acknowledges that certain information as to its status as an "accredited investor" that the purchaser may have provided to any dealer involved in the trade of the notes may be required to be delivered by such dealer to Toromont under the terms of the Agency Agreement. By purchasing the notes, the purchaser consents to the disclosure of such information.

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Upon receipt of this Offering Memorandum, each purchaser hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the notes described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. En recevant le présent document, chaque acquéreur confirme par les présentes qu'il a expressément demandé que tous les documents qui attestent la vente des débentures décrites dans les présentes ou qui s'y rapportent de quelque manière que ce soit (y compris, plus particulièrement, une confirmation d'achat ou un avis) soient rédigés en la langue anglaise seulement.

Rights of Action

Securities laws in certain of the provinces of Canada provides certain purchasers with, in addition to any other rights they may have at law, a right of action for rescission or damages or both, against the issuer, and in certain cases, other persons, where an offering memorandum and any amendment to it and, in certain cases, advertising and sales literature used in connection therewith, contains a misrepresentation.. These remedies, or notice with respect thereto, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed, and are subject to the defences contained, in the applicable securities laws. Purchasers should refer to the applicable provisions of the securities laws of their province for the particulars of these rights or consult with a legal advisor. The following is a summary of the rights of rescission or rights to damages available to purchasers of the notes under the securities laws of certain of the provinces of Canada. Each purchaser should refer to the provisions of applicable securities laws for the particulars of these rights or consult with a legal advisor..

Rights for Purchasers in Ontario

Section 5.2 of OSC Rule 45-501 – Ontario Prospectus and Registration Exemptions provides that when an offering memorandum, such as this Offering Memorandum, is delivered to an investor to whom securities are distributed in reliance upon the "accredited investor" prospectus exemption provided in Section 73.3 of the Ontario Securities Act or a predecessor exemption to Section 73.3 of the Ontario Securities Act, the right of action referred to in Section 130.1 of the Ontario Securities Act ("Section 130.1") is applicable, unless the prospective purchaser is:

(a) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under Section 473(1) of that Act;

(b) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction in Canada;

(c) a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada);

(d) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or

(e) a subsidiary of any person referred to in paragraphs (a), (b), (c) or (d) above, if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of the subsidiary.

Section 130.1 provides such investors who purchase securities offered by an offering memorandum with a statutory right of action against the issuer of securities for rescission or damages in the event that the offering memorandum and any amendment to it contains a "misrepresentation". The term "misrepresentation" is defined to mean an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading in the light of the circumstances in which it was made. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed by applicable securities laws.

Where this Offering Memorandum is furnished to a prospective purchaser of securities in connection with a trade made in reliance on Section 73.3 of the Ontario Securities Act, and this document contains a misrepresentation, the purchaser will have, without regard to whether the purchaser relied on the misrepresentation, a statutory right of action against the issuer and a selling security holder on whose behalf the distribution is made for damages or, while still the owner of the securities, for rescission. If the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages, provided that the right of action for rescission will be exercisable by the purchaser only if the purchaser

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commences the action not more than 180 days after the date of the transaction that gave rise to the cause of action; or, in the case of any action other than an action for rescission, the earlier of: (i) 180 days after the plaintiff first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the date of the transaction that gave rise to the cause of action.

The defendant shall not be liable for a misrepresentation if it proves that the purchaser purchased the securities with knowledge of the misrepresentation.

In an action for damages, the defendant shall not be liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon.

In no case shall the amount recoverable for the misrepresentation exceed the price at which the securities were offered.

The liability of all persons and companies referred to above is joint and several. The issuer, however, shall not be liable where it is not receiving any proceeds from the distribution of the securities being distributed and the misrepresentation was not based on information provided by the issuer, unless the misrepresentation, (a) was based on information that was previously publicly disclosed by the issuer, (b) was a misrepresentation at the time of its previous public disclosure and (c) was not subsequently publicly corrected or superseded by the issuer prior to the completion of the distribution of the securities being distributed.

The foregoing statutory right of action for rescission or damages conferred is in addition to and without derogation from any other right the purchaser may have at law.

Rights for purchasers in New Brunswick

Section 2.1 of Financial and Consumer Services Commission Rule 45-802 provides that the statutory rights of action in rescission or damages referred to in Section 150 of the Securities Act (New Brunswick) ("Section 150") apply to information relating to an offering memorandum, such as this Offering Memorandum, that is provided to a purchaser of securities in connection with a distribution made in reliance on the "accredited investor" prospectus exemption in Section 2.3 of NI 45-106. In the event that any information relating to the offering provided to the purchaser contains a "misrepresentation", Section 150 provides investors who purchase securities offered for sale in reliance on an exemption from the prospectus requirements of the Securities Act (New Brunswick) with a statutory right of action for damages against (i) the Issuer; (ii) the selling security holder on whose behalf the distribution was made; (iii) every person who was a director of the Issuer as at the date of the offering memorandum; and (iv) every person who signed the offering memorandum, in the event that an offering memorandum provided to such investor contains a "misrepresentation". Alternatively, if the investor purchased the securities from a person referred to in (i) or (ii) above, an investor may elect a right of rescission, in which case the investor shall have no right of action for damages. "Misrepresentation" means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

Where this Offering Memorandum is delivered to a prospective purchaser of securities in connection with a trade made in reliance on Section 2.3 of NI 45-106, and this Offering Memorandum (including any documentation incorporated or deemed to be incorporated by reference) contains a misrepresentation, a purchaser who purchases the securities shall be deemed to have relied on the misrepresentation and will have, subject to certain limitations and defences, a statutory right of action against the issuer and a selling security holder on whose behalf the distribution is made for damages or, while still the owner of securities, for rescission. If the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages. The right of action for rescission will be exercisable by the purchaser only if the purchaser commences the action not more than 180 days after the date of the transaction that gave rise to the cause of action; or, in the case of any action other than an action for rescission, the earlier of: (i) one year after the purchaser first had knowledge of the facts giving rise to the cause of action, or (ii) six years after the date of the transaction that gave rise to the cause of action.

The defendant shall not be liable for a misrepresentation if it proves that the purchaser purchased the securities with knowledge of the misrepresentation.

In an action for damages, the defendant shall not be liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon.

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In no case shall the amount recoverable for the misrepresentation exceed the price at which the securities were offered.

The liability of all persons referred to above is joint and several.

The foregoing statutory right of action for rescission or damages conferred is in addition to and without derogation from any other right the purchaser may have at law.

Rights for purchasers in Nova Scotia

The right of action for rescission or damages described herein is conferred by Section 138 of the Securities Act (Nova Scotia) ("Section 138"). Section 138 provides, in the relevant part, that in the event that this Offering Memorandum, together with any amendments hereto, or any advertising or sales literature (as defined in the Securities Act (Nova Scotia)) contains an untrue statement of material fact or omits to state a material fact that is required to be stated or that is necessary in order to make any statements contained herein or therein not misleading in light of the circumstances in which it was made (a "misrepresentation"), a purchaser of securities is deemed to have relied upon such misrepresentation if it was a misrepresentation at the time of purchase and has, subject to certain limitations and defences, a statutory right of action for damages against the seller of such securities, the directors of the seller at the date of the Offering Memorandum and the persons who signed the Offering Memorandum. Alternatively, while still the owner of the securities, the purchaser may elect instead to exercise a statutory right of rescission against the seller, in which case the purchaser shall have no right of action for damages against the seller, the directors of the seller or the persons who signed the Offering Memorandum, provided that, among other limitations:

(a) no action shall be commenced to enforce the right of action for rescission or damages under Section 138 later than 120 days after the date payment was made for the securities (or after the date on which initial payment was made for the securities where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment);

(b) no person will be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation;

(c) in the case of an action for damages, no person will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities resulting from the misrepresentation; and

(d) in no case will the amount recoverable under Section 138 exceed the price at which the securities were offered to the purchaser.

The liability of all persons or companies referred to above is joint and several with respect to the same cause of action. The foregoing statutory right of action for rescission or damages conferred is in addition to and without derogation from any other right the purchaser may have at law.

Rights for purchasers in Saskatchewan

Section 138 of The Securities Act, 1988 (Saskatchewan), as amended (the "Saskatchewan Act") provides that where an offering memorandum, such as this Offering Memorandum, or any amendment thereto is sent or delivered to a purchaser and it contains a misrepresentation (as defined in the Saskatchewan Act), a purchaser who purchases a security covered by the offering memorandum or any amendment to it has, without regard to whether the purchaser relied on the misrepresentation, a right of action for rescission against the issuer or a selling security holder on whose behalf the distribution is made or has a right of action for damages against:

(a) the issuer or a selling security holder on whose behalf the distribution is made;

(b) every promoter and director of the issuer or the selling security holder, as the case may be, at the time the offering memorandum or any amendment to it was sent or delivered;

(c) every person or company whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements that have been made by them;

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(d) every person who or company that, in addition to the persons or companies mentioned in (a) to (c) above, signed the offering memorandum or the amendment to the offering memorandum; and

(e) every person who or company that sells securities on behalf of the issuer or selling security holder under the offering memorandum or any amendment to the offering memorandum.

Such rights of rescission and damages are subject to certain limitations including the following:

(a) if the purchaser elects to exercise its right of rescission against the issuer or selling security holder, it shall have no right of action for damages against that party;

(b) in an action for damages, a defendant will not be liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the securities resulting from the misrepresentation relied on;

(c) no person or company, other than the issuer or a selling security holder, will be liable for any part of the offering memorandum or any amendment to it not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation or believed that there had been a misrepresentation;

(d) no person or company is liable in an action for rescission or damages if that person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation; and

(e) in no case shall the amount recoverable exceed the price at which the securities were offered.

In addition, no person or company, other than the issuer or selling security holder, will be liable if the person or company proves that:

(a) the offering memorandum or any amendment to it was sent or delivered without the person's or company's knowledge or consent and that, on becoming aware of it being sent or delivered, that person or company immediately gave reasonable general notice that it was so sent or delivered; or

(b) with respect to any part of the offering memorandum or any amendment to it purporting to be made on the authority of an expert, or purporting to be a copy of, or an extract from, a report, an opinion or a statement of an expert, that person or company had no reasonable grounds to believe and did not believe that: (i) there had been a misrepresentation or (ii) the part of the offering memorandum or any amendment to it did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert.

The liability of all persons and companies referred to above is joint and several.

Similar rights of action for damages and rescission are provided in Section 138.1 of the Saskatchewan Act in respect of a misrepresentation in advertising and sales literature disseminated in connection with an offering of securities. Section 138.2 of the Saskatchewan Act also provides that, subject to certain limitations and defences, where an individual makes a verbal statement to a purchaser that contains a misrepresentation relating to the security purchased and the verbal statement is made either before or contemporaneously with the purchase of the security, the purchaser has, without regard to whether the purchaser relied on the misrepresentation, a right of action for damages against the individual who made the verbal statement.

The rights of action for damages or rescission under sections 138, 138.1 and 138.2 of the Saskatchewan Act are in addition to and do not derogate from any other right which a purchaser may have at law.

Section 141(1) of the Saskatchewan Act provides a purchaser with the right to void the purchase agreement and to recover all money and other consideration paid by the purchaser for the securities if the securities are sold in contravention of the Saskatchewan Act, the regulations to the Saskatchewan Act or a decision of the Saskatchewan Financial Services Commission.

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Section 141(2) of the Saskatchewan Act also provides a right of action for rescission or damages to a purchaser of securities to whom an offering memorandum or any amendment to it was not sent or delivered prior to or at the same time as the purchaser enters into an agreement to purchase the securities, as required by Section 80.1 of the Saskatchewan Act.

Section 147 of the Saskatchewan Act provides that no action shall be commenced to enforce any of the foregoing rights more than:

(a) in the case of an action for rescission or cancellation, 180 days after the date of the transaction that gave rise to the cause of action; or

(b) in the case of any other action, other than an action for rescission, the earlier of: (i) one year after the plaintiff first had knowledge of the facts giving rise to the cause of action; or (ii) six years after the date of the transaction that gave rise to the cause of action.

The Saskatchewan Act also provides that a purchaser who has received an amended offering memorandum delivered in accordance with subsection 80.1(3) of the Saskatchewan Act has a right to withdraw from the agreement to purchase the securities by delivering a notice to the person who or company that is selling the securities, indicating the purchaser's intention not to be bound by the purchase agreement, provided such notice is delivered by the purchaser within two business days of receiving the amended offering memorandum.

Rights for purchasers in Newfoundland and Labrador

In accordance with section 130.1 of the Securities Act (Newfoundland and Labrador), in the event this Offering Memorandum contains a misrepresentation, a purchaser who purchases notes offered by this Offering Memorandum shall be deemed to have relied upon such misrepresentation if it was a misrepresentation at the time of purchase, in which event the purchaser has a right of action for damages against the Issuer and, subject to certain defences against the Issuer, every director of the Issuer at the date of the Offering Memorandum and every person or company who has signed this Offering Memorandum. The purchaser may instead elect to exercise a right of rescission against the Issuer. Where a right of rescission is exercised, a purchaser shall have no right of action for damages against any other person. For the purposes of the Securities Act (Newfoundland and Labrador) "misrepresentation" means: (a) an untrue statement of material fact, or (b) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

A defendant is not liable: (a) if the purchaser had knowledge of the misrepresentation; (b) in an action for damages, for all or any portion of the damages that it proves do not represent the depreciation in value of the security as a result of the misrepresentation relied upon. In an action for damages, the amount recoverable under the right of action shall not exceed the purchase price at which the security was offered.

In addition no person or company, other than the Issuer, is liable if:

(a) the person or company proves that this Offering Memorandum was sent to the purchaser without the person's or company's knowledge or consent and that, on becoming aware of its delivery, the person or company promptly gave reasonable notice to the Issuer that it was sent without the person's or company's knowledge or consent;

(b) the person or company proves that on becoming aware of any misrepresentation in this Offering Memorandum, the person or company withdrew the person's or company's consent to this Offering Memorandum, and gave reasonable notice to the Issuer of the withdrawal and the reason for it;

(c) with respect to any part of this Offering Memorandum purporting to be made on the authority of an expert (or purporting to be a copy of or an extract from a report, opinion or statement of an expert), the person or company proves they had no reasonable grounds to believe and did not believe that there had been a misrepresentation or the relevant part of this Offering Memorandum did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert; or

(d) with respect to any part of this Offering Memorandum not purporting to be made on the authority of an expert (and not purporting to be a copy of or an extract from a report, opinion or statement of an expert),

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unless the person or company did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or believed there had been a misrepresentation.

If a misrepresentation is contained in a record incorporated by reference in, or deemed incorporated into this Offering Memorandum, the misrepresentation is deemed to be contained in this Offering Memorandum.

The foregoing statutory right of action for rescission or damages conferred is in addition to and without derogation from any other right the purchaser may have at law.

The liability of all persons and companies referred to above is joint and several.

Pursuant to section 138 of the Securities Act (Newfoundland and Labrador), no action shall be commenced to enforce the rights conferred by section 130.1 thereof unless commenced:

(a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or

(b) in the case of an action, other than an action for rescission, the earlier of: (i) 180 days after the plaintiff first had knowledge of the facts giving rise to the cause of action; or (ii) three years after the date of the transaction that gave rise to the cause of action.

General

The foregoing summary is subject to the express provisions of the Ontario Securities Act, the Securities Act (New Brunswick), the Securities Act (Nova Scotia), the Saskatchewan Act and the Securities Act (Newfoundland and Labrador) and the rules and regulations thereunder and reference is made thereto for the complete text of such provisions. Purchasers in other provinces may have similar rights of action pursuant to the securities laws of such provinces and purchasers in such provinces should consult the complete text of such legislation. The rights discussed above are in addition to and without derogation from any other right or remedy which purchasers may have at law and are intended to correspond to the provisions of the relevant securities laws and are subject to the defences contained therein. You are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of any of the notes offered hereby.

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INDEX TO FINANCIAL STATEMENTS

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Notice to Reader on Use of ASPE .................................................................................................. F-2

Consolidated Financial Statements of Hewclan Holdings Limited for the Years Ended December 28, 2016 and 2015 ..........................................................................................................

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Independent Auditor's Report ........................................................................................................... F-4

Consolidated Balance Sheet for the Years Ended December 28, 2016 and 2015 ............................. F-6

Consolidated Statement of Earnings and Retained Earnings for the Years Ended December 28, 2016 and 2015...................................................................................................................................

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Consolidated Statement of Cash Flows for the Years Ended December 28, 2016 and 2015 ............ F-8

Notes to Consolidated Financial Statements ..................................................................................... F-9

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NOTICE TO READER ON USE OF ASPE

The audited consolidated financial statements of Hewclan Holdings Limited ("Hewitt") for the years ended December 28, 2016 and 2015 are prepared in accordance with Canadian GAAP applicable to private enterprises, which are Canadian accounting standards for private enterprises in Part II of the CPA Canada Handbook.

The recognition, measurement and disclosure requirements of Canadian GAAP applicable to private enterprises differ from those of Canadian GAAP applicable to publicly accountable enterprises, which are International Financial Reporting Standards incorporated into the CPA Canada Handbook.

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AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF HEWCLAN HOLDINGS LIMITED FOR THE YEARS ENDED DECEMBER 28, 2016 AND 2015

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