Tornado Infrastructure Equipment Announces Filing of Circular and Receipt of Interim Order in Relation to Proposed Plan of Arrangement With the Toro Company

Executive Summary

• Tornado Infrastructure Equipment Ltd. filed its Management Information Circular for a proposed plan of arrangement with The Toro Company and Tornado Acquisition Company ULC, offering cash consideration of $1.92 per share (≈ 43.7% premium to the 12‑month VWAP).
• The Board unanimously recommends that securityholders vote FOR the Arrangement Resolution at the special meeting scheduled for December 2, 2025.
• Approximately 71.9% of outstanding shares and options are already covered by Support and Voting Agreements, representing roughly 70.5% of total issuable securities.

Key Details

• Consideration: $1.92 cash per Class “A” common share (no financing conditions).
• Premiums:
• ~43.7 % to the 12‑month VWAP as of Oct 3, 2025
• ~3.8 % to the closing price on that date
• ~30.3 % to the 180‑day VWAP
• Record Date: October 31, 2025 (set by Alberta Court interim order).
• Special Meeting: December 2, 2025 at 8:00 AM Calgary time, Stikeman Elliott LLP, Suite 4200, Bankers Hall West, Calgary, AB.
• Voting Deadline: 9:00 AM Calgary time on November 28, 2025 (proxy).
• Support Agreements:
• Directors and senior officers representing ~17.5 % of shares have signed agreements.
• Additional shareholders covering ~71.9 % of outstanding shares/options have also committed support.
• Fairness Opinions: Issued by Stifel Nicolaus Canada Inc. and Origin Merchant Partners, both concluding the cash consideration is financially fair to shareholders.
• No Financing Conditions: Toro guarantees payment of the cash consideration and net exercise price for company options.
• Strategic Rationale Highlights:
• Provides certainty of value and liquidity; removes market volatility and execution risk associated with remaining a public standalone entity.
• Premium reflects recent share appreciation (~68 % since Jan 2, 2025) and limited liquidity in the trading market.
• Voting Instructions:
• Online voting via www.meeting‑vote.com (control number required).
• Telephone/Fax options provided for both registered and beneficial shareholders.
• Contact for Assistance: Laurel Hill Advisory Group – toll‑free 1‑877‑452‑7184 (North America) / 1‑416‑304‑0211 (outside North America); email [email protected].

Notable Quotes

“The all‑cash consideration payable pursuant to the Arrangement, which is not subject to any financing condition, allows the Securityholders to crystalize a favourable transaction multiple for all their Shares, providing certainty of value and liquidity for their investment.” – Board Statement

All forward‑looking statements are qualified by customary risk disclosures.