Unless otherwise indicated or the context otherwise requires, a reference in this prospectus to ‘‘North America’’ means Canada and the United States. Please refer to the ‘‘Glossary of T erms’’ for a list of defined terms used in this prospectus. All dollar amounts in this prospectus are expressed in Canadian dollars, except where stated otherwise. NON-GAAP MEASURES R eferences to ‘‘EBT ’’ are to earnings before non-controlling interest and income taxes. R eferences to ‘‘EBITD A ’’ are to earnings before interest expense, income taxes, non-controlling interest, depreciation and amortization. R eferences to ‘‘Normalized EBITD A ’’ are to EBITD A adjusted for management fees, integration fees and extraordinary transaction fees, which management believes facilitates the comparison of historical periods. The Company believes EBT , EBITD A and Normalized EBITD A are important measures in evaluating its performance and in assisting prospective investors in determining whether to invest in the Offered Shares. None of EBT , EBITD A or Normalized EBITD A is an earnings measure recognized by generally accepted accounting principles in Canada (‘‘G A A P ’’) and they do not have a standardized meaning prescribed by G A AP . The Company’s method of calculating EBT , EBITD A or Normalized EBITD A may differ from the methods used by other issuers and, accordingly, the Company’s EBT , EBITD A and Normalized EBITD A may not be comparable to similar measures presented by other issuers. Investors are cautioned that EBT , EBITD A and Normalized EBITD A should not be construed as an alternative to net income determined in accordance with G A AP as indicators of the Company’s performance or to cash flows from operating and investing activities as measures of liquidity and cash flows. Management believes that they are important measures as they allow the Company to assess its ongoing business without the impact of amortization and is an indicator of the Company’s ability to invest in its business and continue operations and facilitate the comparison of historical periods. EBT , EBITD A and Normalized EBITD A are also presented as additional information because management believes that it is widely used in the industry as a measure to evaluate a company’s operating performance. F or a reconciliation of EBT , EBITD A and Normalized EBITD A based on the historical financial statements and pro forma financial statements included elsewhere in this prospectus presented in accordance with G A AP , see the ‘‘R econciliation of P ro F orma R esults to EBT , EBITD A and Normalized EBITD A ’’ and ‘‘R econciliation of Historical R esults to EBT , EBITD A and Normalized EBITD A ’’ included in the ‘‘Selected Financial Information’’ section of this prospectus. FOR W ARD -LOOKING ST A TEMENTS This prospectus contains ‘‘forward-looking statements’’ which reflect the current expectations of management regarding the Company’s future growth, results of operations, performance, business prospects and opportunities. Wherever possible, words such as ‘‘may’’, ‘‘would’’, ‘‘could’’, ‘‘will’’, ‘‘anticipate’’, ‘‘believe’’, ‘‘plan’’, ‘‘expect’’, ‘‘intend’’, ‘‘estimate’’, ‘‘aim’’, ‘‘endeavour’’ and similar expressions have been used to identify these forward-looking statements. These statements reflect management’s current beliefs with respect to future events and are based on information currently available to management. F orward-looking statements involve significant known and unknown risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, without limitation, those listed in the ‘‘Risk F actors’’ section of this prospectus. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this prospectus. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this prospectus are based upon what management currently believes to be reasonable assumptions, there can be no assurance that actual results, performance or achievements will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this prospectus and Orbit Garant may not, and does not assume any obligation to, update or revise these forward-looking statements other than as specifically required by applicable law. 4