Divestiture reflects Calian’s strategy to concentrate resources and its capabilities on high-growth, high-margin opportunities in defence, space and essential industries

OTTAWA, ON, August 25, 2026 – Calian Group Ltd. (“the Company”) (TSX: CGY), a mission-critical solutions company focused on defence, space, healthcare and other critical infrastructure sectors, today announced it has entered into a definitive agreement to sell its United States (U.S.) commercial IT business based in Houston, Texas, to Trace3, a leading technology solutions provider and digital transformation consultancy headquartered in Irvine, California.

The agreement provides upfront cash proceeds of approximately CAD $43 million (US $31 million) and the assumption of certain net liabilities totalling approximately CAD $17 million (US $12 million) by the purchaser. The transaction is expected to close in the Company’s fourth fiscal quarter, subject to various consents and other customary closing conditions.

Strategic rationale

The divestiture reflects Calian’s deliberate portfolio strategy to concentrate resources and its capabilities on high-growth, high-margin opportunities in defence, space and essential industries, including healthcare and nuclear, in Canada, the U.S., the United Kingdom and Europe. The proceeds will be directed toward organic growth initiatives and Calian’s mergers and acquisition pipeline in its core verticals. Including cash flows generated during ownership and proceeds from the sale, Calian generated a mid-teen IRR over its five years of ownership.

“This transaction allows our organization to sharpen our strategic focus and redeploy capital toward markets where Calian has the strongest competitive position and the greatest long-term opportunity,” said Patrick Houston, President and CEO of Calian. “Since acquiring the U.S. commercial IT business, Calian has expanded its U.S. footprint and built a stronger platform for growth. As our strategy has evolved, we believe this business is now best positioned with Trace3, where it can continue to develop and succeed as part of a company deeply focused on enterprise technology solutions. This is the right next step for both organizations, and we wish the team continued success.”