institutional accredited investors that satisfy one of the criteria set forth in R ule 501a1 2 3 or 7 of R egulation D under the US Securities A ct to purchase Offered Shares in the T reasury Offering directly from Orbit Garant provided that such offers and sales are made only in accordance with R ule 506 of R egulation D under the US Securities A ct The Offered Shares will be restricted securities within the meaning of R ule 144a3 of the US Securities A ct In addition until 40 days after the commencement of this Offering any offer or sale of the Offered Shares offered hereby within the United States by any dealer whether or not participating in this Offering may violate the registration requirements of the US Securities A ct if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the US Securities A ct Certificates representing Offered Shares sold to purchasers in the United States will bear applicable United States restrictive legends F or Canadian subscribers bookbased certificates representing the Offered Shares sold under the Offering in Canada will be issued in registered form to CDS or its nominee on the Closing of the Offering T ransfers of ownership of Offered Shares in Canada will be effected through records maintained by participants in the CDS depository service CDS P articipants which include securities brokers and dealers banks and trust companies Indirect access to the CDS bookbased system is also available to other institutions that maintain custodial relationships with a CDS P articipant either directly or indirectly Each purchaser of an Offered Share in Canada will receive a customer confirmation of purchase from the CDS P articipant from which such Common Share is purchased in accordance with the practices and procedures of such CDS P articipant Orbit Garant has the option to terminate the bookbased system through CDS in which case the Offered Shares in fully registered form will be issued to holders of Offered Shares as of the effective date of such termination Affiliates of National Bank Financial Inc and Desjardins Securities Inc are lenders to the Company under existing credit facilities a portion of which will be repaid with the proceeds of the T reasury Offering A ccordingly Orbit Garant may be considered to be a connected issuer of each of National Bank Financial Inc and Desjardins Securities Inc for purposes of applicable Canadian securities legislation Affiliates of CIBC W orld Markets Inc and RBC Dominion Securities Inc are investors in 1684182 Ontario LP and 1684182 Ontario International LP which funds are Selling Shareholders and P romoters under this Offering A ccordingly such Selling Shareholders may be considered to be connected issuers of CIBC W orld Markets Inc and RBC Dominion Securities Inc for purposes of applicable Canadian securities legislation The Underwriters participated in the drafting of this prospectus the negotiation of pricing of the Offered Shares and the due diligence in respect of the Offering The Underwriters will not receive any benefit in connection with this Offering other than as described in this prospectus C ANADIAN FEDER AL INCOME T A X CONSIDER A TIONS In the opinion of Goodmans LLP counsel to Orbit Garant and the Selling Shareholders and F asken Martineau DuMoulin LLP counsel to the Underwriters collectively the Counsel the following is as of the date hereof a summary of the principal Canadian federal income tax considerations under the Income T ax Act Canada the T ax A ct generally applicable to the holding and disposition of Common Shares by a holder who acquires Common Shares in this Offering and who either i at all relevant times for purposes of the T ax A ct is or is deemed to be resident in Canada deals at arms length with and is not affiliated with Orbit Garant the Selling Shareholders the Underwriters or a subsequent purchaser of the Common Shares and acquires and holds the Common Shares as capital property a R esident Holder or ii at all relevant times for purposes of the T ax A ct is not resident or deemed to be resident in Canada deals at arms length with and is not affiliated with Orbit Garant the Selling Shareholders the Underwriters or a subsequent purchaser of the Common Shares acquires and holds the Common Shares as capital property and does not use or hold the Common Shares in the course of carrying on or otherwise in connection with a business in Canada or as designated insurance property and who has never been a resident of Canada and has not held or used and does not hold or use the Common Shares in connection with a permanent establishment or fixed base in Canada a NonR esident Holder Generally the Common Shares will be considered to be capital property to a holder thereof provided that the holder does not use the Common Shares in the course of carrying on a business and such holder has not 67