• On the unanimous recommendation of the Special Committee, the Board of Directors of Sangoma unanimously recommends that shareholders vote FOR the Arrangement Resolution.
• Shareholders will receive US$4.925 in cash and 0.04767 of a share of common stock of BRC per Share.
• Your vote is important no matter how many Shares you own. Vote today!
• Shareholders who have questions or need assistance with voting their Shares may contact Odyssey Trust Company by telephone at 1-888-290-1175 (toll-free calls in North America) or 1-587-885-0960 (collect calls outside of North America) or by email at proxy@odysseytrust.com.

Sangoma Technologies Corporation (“Sangoma” or the “Corporation”) (TSX: STC; NASDAQ: SANG) is pleased to announce that it has filed its management information circular (the “Circular”) and related proxy materials for the special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares of Sangoma (the “Shares”). The Meeting will be held on Tuesday, December 8, 2026 at 10:00 a.m. (Toronto time) via live audio webcast at https://meetings.400.lumiconnect.com/r/participant/live-meeting/400107681552 using Meeting ID: 400-107-681-552 and password “sangoma2026” (case sensitive). The Circular and related materials are now available under the Corporation’s issuer profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, as well as on Sangoma’s website at www.sangoma.com, and will be mailed to Shareholders on or before November 17, 2026.

At the Meeting, Shareholders of record as at the close of business on November 3, 2026 (the “Record Date”) will be asked to consider and vote on a special resolution (the “Arrangement Resolution”) to approve a statutory plan of arrangement (the “Arrangement”) under section 182 of the Business Corporations Act (Ontario), pursuant to which 1001755979 Ontario Inc. (the “Purchaser”), an indirect wholly-owned subsidiary of BRC Group Holdings, Inc. (“BRC”), has agreed to acquire all of the issued and outstanding Shares for US$4.925 in cash (the “Cash Consideration”) and 0.04767 of a share of common stock of BRC (each whole share, a “BRC Share”) per Share (the “Share Consideration” and, together with the Cash Consideration, the “Consideration”), pursuant to an arrangement agreement dated September 28, 2026 among Sangoma, the Purchaser and BRC (the “Arrangement Agreement”). Capitalized terms used but not otherwise defined in this press release have the meanings ascribed thereto in the Circular.

Unanimous Board Recommendation and Reasons for the Board’s Recommendation

After careful consideration and taking into account, among other things, the unanimous recommendation of a special committee of independent directors of the board of directors of the Corporation (the “Board” and such committee of independent directors, the “Special Committee”), the Board, after receiving legal and financial advice, has unanimously determined that the Arrangement is in the best interests of the Corporation and that the Consideration to be received by Shareholders is fair, from a financial point of view, to such Shareholders. Accordingly, and on the unanimous recommendation of the Special Committee, the Board unanimously recommends that Shareholders vote FOR the Arrangement Resolution.

Key Reasons for the Arrangement

In reaching their respective conclusions and formulating their unanimous recommendations, the Special Committee and the Board reviewed a significant amount of information and considered a number of factors relating to the Arrangement and potential alternatives thereto, with the benefit of advice from outside financial and legal advisors, including the following:

1. Significant Premium. Based on the 20-day VWAP of the BRC Shares on the NASDAQ for the period ending September 28, 2026, the Consideration has an implied value of US$5.225 per Share, which represents a premium of approximately 47% to the closing price of the Shares on the TSX on September 28, 2026 and a premium of approximately 51% to the 10-day VWAP of the Shares on the TSX for the period ending September 28, 2026.
2. Liquidity, Certainty of Value and Participation in BRC. The US$4.925 cash per Share component of the Consideration provides certainty of value and immediate liquidity to Shareholders, and the balance of the Consideration, having an implied value of approximately US$0.30 per Share, is payable in BRC Shares, which are listed on the NASDAQ and provide Shareholders with a marketable security and the opportunity to participate in the future performance of the combined business of BRC and the Corporation.
3. Other Available Alternatives. The Special Committee and the Board believe the Arrangement is an attractive proposition for the Shareholders relative to the status quo and other alternatives reasonably available to the Corporation, taking into account the current and anticipated opportunities and risks and uncertainties associated with the Corporation’s business, affairs, operations, industry and prospects.
4. Result of a Comprehensive Process. Under the supervision of the Special Committee and the Board, and with the assistance of the Corporation’s financial advisor, a broad group of potential counterparties, including global strategic parties and financial sponsors focused on the unified communications sector, was contacted following the commencement of the Corporation’s strategic review process in 2025. None of the other parties offered to transact at a level competitive with the Consideration and deal terms proposed under the Arrangement.
5. Negotiated Arrangement and Ability to Respond to Superior Proposals. The Arrangement Agreement is the result of a comprehensive negotiation process with BRC and includes terms and conditions that are reasonable in the judgment of the Special Committee and the Board, including customary “fiduciary out” rights that would enable the Corporation to enter into a Superior Proposal in certain circumstances.
6. Value Supported by Fairness Opinion. The Board received a fairness opinion from ATB Capital Markets Corp. (“ATB Cormark”), which concluded that the Consideration to be received by the Shareholders under the Arrangement is fair, from a financial point of view, to such Shareholders.
7. Support for the Arrangement. All of the directors and officers of the Corporation have entered into voting support agreements (the “Voting Support Agreements”) pursuant to which they have agreed to vote all Shares held by them in favour of the Arrangement Resolution. Collectively, such Shareholders hold approximately 27% of the outstanding Shares (on a non-diluted basis) as of the Record Date.
8. Deal Certainty. The Purchaser’s obligation to complete the Arrangement is subject to a limited number of conditions that the Special Committee and the Board believe are reasonable in the circumstances. The Arrangement is not subject to a financing condition, the Purchaser has obtained committed debt financing for the Arrangement, and BRC has provided an unqualified guarantee of the Purchaser’s payment and performance of its obligations under the Arrangement Agreement.
9. Shareholder and Court Approval. The Arrangement Resolution must be approved by (i) at least two-thirds of the votes cast by Shareholders present in person (virtually) or represented by proxy at the Meeting, and (ii) a simple majority of the votes cast by Shareholders present in person (virtually) or represented by proxy at the Meeting, excluding the votes of any Shareholders required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61‑101”). The Arrangement must also be approved by the Ontario Superior Court of Justice (Commercial List) (the “Court”), which will consider, among other things, the fairness and reasonableness of the Arrangement to the Shareholders.
10. Role of the Special Committee. The evaluation and negotiation process was supervised by the Special Committee, which is composed entirely of independent directors and was advised by experienced and qualified financial and legal advisors.

Required Approvals

In order for the Arrangement to become effective, the Arrangement Resolution must be approved by: (i) at least two-thirds of the votes cast thereon by Shareholders present in person (virtually) or represented by proxy at the Meeting; and (ii) a simple majority of votes cast thereon by the Shareholders present in person (virtually) or represented by proxy at the Meeting, excluding any Shareholders required to be excluded under MI 61-101. At the Meeting, each Shareholder of record at the close of business on the Record Date will be entitled to one vote for each Share held on all matters proposed to come before the Meeting. The Arrangement is also subject to certain conditions further described in the Circular, including the approval of the Court and receipt of required regulatory approvals and clearances.

Receipt of Interim Court Order

Sangoma is also pleased to announce that, on November 3, 2026, the Court granted an interim order regarding the Arrangement (the “Interim Order”). The Interim Order authorizes the Corporation to proceed with various matters relating to the Arrangement, including the holding of the Meeting to consider and vote on the Arrangement Resolution. Subject to the receipt of the requisite Shareholder approval, the final approval of the Arrangement by the Court, the receipt of required regulatory approvals and the satisfaction or waiver of the other conditions to completion, the Corporation currently anticipates that the Arrangement will be completed in January 2027.

Shareholder Questions and Voting Assistance

Shareholders who have questions about the information contained in the Circular or require assistance with voting their Shares may contact Odyssey Trust Company:

Odyssey Trust Company

Toll-Free: 1-888-290-1175 (for Shareholders in North America)

International: 1-587-885-0960 (collect calls for Shareholders outside North America)

By Email: proxy@odysseytrust.com

About BRC

BRC Group Holdings, Inc. (NASDAQ: RILY) is a diversified holding company offering a platform of businesses, including financial services (with complementary banking and wealth management businesses), telecom, consumer products, retail, and investments in equity, debt and venture capital. Its core financial services platform provides small cap and middle market companies customized end-to-end solutions at every stage of the enterprise life cycle. Its telecom businesses provide consumer and business services including traditional, mobile and cloud phone, internet and data, security, and email. BRC is headquartered in Los Angeles, California. For more information, please visit www.brcgh.com.

About Sangoma

Sangoma is a leading business communications platform provider with solutions that include its award-winning UCaaS, CCaaS, CPaaS, and Trunking technologies. The enterprise-grade communications suite is developed in-house; available for cloud, hybrid, or on-premises setups. Additionally, Sangoma provides managed services for connectivity, network, and security. A trusted communications partner with over 40 years on the market, Sangoma has over 2.7 million UC seats across a diversified base of over 100,000 customers. Sangoma has been recognized for nine years running in the Gartner UCaaS Magic Quadrant. As the primary developer and sponsor of the open source Asterisk and FreePBX projects, Sangoma is determined to drive innovation in communication technology continuously. For more information, visit www.sangoma.com.

Sangoma’s head office is located at 301 N. Cattlemen Road, Suite 300, Sarasota, Florida, United States 34232.

Forward Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projects”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “believes”, or variations of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “occur” or “be achieved”, and similar words or the negative of these terms and similar terminology. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information.

Specifically, statements with respect to the Arrangement, including statements with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement and recommending the Arrangement; the terms and conditions of the Arrangement Agreement; the Consideration and premium to be received by Shareholders, including the implied value of the Consideration and the issuance of BRC Shares; the expected benefits of the Arrangement, including the opportunity for Shareholders to participate in the future performance of the combined business of BRC and the Corporation; the anticipated opportunities, risks and prospects of the Corporation’s business relative to the status quo and other alternatives; the voting of Shares pursuant to the Voting Support Agreements; the anticipated timing for mailing the Circular and related proxy materials; the anticipated timing for the Meeting; the anticipated timing and the various steps to be completed in connection with the Arrangement, including receipt of Shareholder, Court and regulatory approvals and clearances contemplated by the Arrangement Agreement; the availability and funding of the debt financing; the anticipated delisting of the Shares from the TSX and NASDAQ; the anticipated timing for closing of the Arrangement, including the expectation that the Arrangement will be completed in January 2027; the Corporation’s business strategy and commitment to innovation; and other statements that are not statements of historical facts, are all considered to be forward-looking information.

In respect of the forward-looking information contained in this press release, the Corporation has made assumptions including, among other things: the ability of the parties to receive, in a timely manner and on satisfactory terms, the required Shareholder, Court and regulatory approvals and clearances; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Arrangement; the availability of the debt financing on the terms contemplated; the performance by the parties of their obligations under the Arrangement Agreement and the Voting Support Agreements; the trading price of the BRC Shares and the U.S./Canadian dollar exchange rate; and other expectations and assumptions concerning the Arrangement. The anticipated dates provided may change for a number of reasons, including unforeseen delays in obtaining the necessary approvals or the inability to satisfy the conditions to completion of the Arrangement. Information in this press release concerning BRC has been provided by BRC or derived from publicly available sources, and the Corporation has not independently verified such information.

Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. This forward-looking information is based on our opinions, estimates and assumptions that, while considered by the Corporation to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the risk that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated; that the Arrangement may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required Shareholder, Court or regulatory approvals and other conditions to the closing of the Arrangement or for other reasons; the risk that the debt financing is not available on the terms contemplated or at all; the risk that the market value of the BRC Shares issuable as Share Consideration may fluctuate prior to and following the closing of the Arrangement, including as a result of the fixed exchange ratio and changes in the U.S./Canadian dollar exchange rate; risks relating to the business, operations and indebtedness of BRC and the integration of the businesses of BRC and the Corporation; the risk that competing offers or acquisition proposals will be made; the possibility that the Corporation may be required to pay the Termination Fee in certain circumstances; the negative impact that the failure to complete the Arrangement, for any reason, could have on the price of the Shares or on the business of the Corporation; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; risks relating to the Corporation’s ability to retain and attract key personnel during the period prior to and following the completion of the Arrangement; the possibility of litigation relating to the Arrangement; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in economic conditions, interest rates or tax rates; and those other risks discussed in greater detail under the “Risk Factors” section of the Circular and the “Risk Factors” section of the Corporation’s most recent annual information form and in the Corporation’s most recent management’s discussion and analysis of financial condition and results of operations, which are available under our issuer profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.

There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in forward-looking statements included herein. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, any forward-looking statements included herein are made as of the date of this press release and, except as expressly required by applicable law, the Corporation assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

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