Filing of Early Warning Report in Respect of Rocky Mountain Dealerships Inc.

CALGARY, AB, Nov. 2, 2020 /CNW/ - This news release is being disseminated as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report (the "Early Warning Report") by Matthew Campbell regarding an arrangement agreement entered into between Rocky Mountain Dealerships Inc. ("RMDI") and 2223890 Alberta Ltd. ("PurchaserCo") dated November 1, 2020 (the "Arrangement Agreement") as announced by RMDI in a news release issued today.

Pursuant to the Arrangement Agreement, PurchaserCo has agreed to acquire all of the issued and outstanding common shares of RMDI (the "RMDI Shares") and take RMDI private pursuant to a series of steps under a plan of arrangement pursuant to the Business Corporations Act (Alberta) (the "Arrangement"), on and subject to the terms set forth in the Arrangement Agreement. The RMDI Shares (other than 2,000,000 RMDI Shares indirectly owned by Matthew Campbell) will be acquired at a price of $7.00 per RMDI Share pursuant to the Arrangement or approximately $120.8 million in the aggregate.

PurchaserCo was formed under the laws of Alberta as an acquisition vehicle for the Arrangement, and is under the control and direction of Matthew Campbell, who is the Chairman of the Board of Directors of RMDI, and Garrett Ganden, who is the President and Chief Executive Officer of RMDI.

Both immediately prior to and after the execution of the Arrangement Agreement, Matthew Campbell owned, or exercised control or direction over, directly or indirectly, an aggregate of 2,331,352 RMDI Shares, representing approximately 12.1% of the total number of issued and outstanding RMDI Shares.

Upon completion of the transactions contemplated by the Arrangement Agreement, Matthew Campbell will, through PurchaserCo, own, control and direct an aggregate of 19,256,838 RMDI Shares, representing 100% of the total number of issued and outstanding RMDI Shares.

Matthew Campbell and his joint actors, PurchaserCo and Garrett Ganden, intend to pursue the acquisition of all of the issued and outstanding RMDI Shares pursuant to the Arrangement. Upon closing of the Arrangement, it is expected that all of the directors other than Matthew Campbell and Garrett Ganden will resign or be removed from the board of directors of RMDI and RMDI will amalgamate with PurchaserCo and RMDI's subsidiaries, Rocky Mountain Dealer Acquisition Corp. and Rocky Mountain Equipment Canada Ltd. PurchaserCo intends to cause the RMDI Shares to cease to be listed on the Toronto Stock Exchange and to cause RMDI to submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate RMDI's public reporting requirements. RMDI may solicit proxies from securityholders in connection with the Arrangement.

The Early Warning Report is being filed as an amendment to the early warning report filed on September 18, 2009, to update such report for the change in material fact arising from the events as described above.

SOURCE Rocky Mountain Dealerships Inc.

FOR FURTHER INFORMATION OR TO OBTAIN A COPY OF THE EARLY WARNING REPORT FILED IN CONNECTION WITH THIS MATTER, PLEASE CONTACT: Matthew Campbell, c/o Osler, Hoskin & Harcourt LLP, Suite 2500, 450 - 1st Street SW, Calgary, Alberta T2P 5H1, Attention: Robert A. Lehodey, Q.C., Tel: [phone]