Calian Announces Normal Course Issuer Bid and Filing of Short Form Base Shelf Prospectus
OTTAWA, Ontario, Aug. 28, 2026 (GLOBE NEWSWIRE) -- Calian Group Ltd. (“Calian” or the “Company”) (TSX: CGY) is pleased to announce that the Toronto Stock Exchange (the “Exchange” or “TSX”) has accepted a notice (the “NCIB Notice”) filed by the Company of its intention to make a normal course issuer bid (the “NCIB”). In connection with the NCIB, the Company has entered into an automatic share purchase plan (an “ASPP”) with its designated broker to allow for purchases of its common shares (the “Shares”).
Additionally, the Company today announces that it has filed its preliminary short form base shelf prospectus (the “Shelf Prospectus”) with the securities commissions in each of the provinces and territories of Canada. A copy of the Shelf Prospectus can be found on the Company’s directory on SEDAR+.
Once final, the Shelf Prospectus will provide Calian with the flexibility to offer common shares, preferred shares, warrants, units, subscription receipts and debt securities, or combinations thereof, during the 37 -months period that it remains effective. Any offering would be subject to market conditions and described in a prospectus supplement, including the specific terms and intended use of proceeds.
“Calian remains committed to disciplined and balanced capital allocation,” said Will Majic, Acting CFO of Calian. “Renewing our NCIB and establishing a Shelf Prospectus enhances our financial flexibility and supports our long-term capital management strategy. While we have no current plans to issue securities under the Shelf Prospectus, maintaining access to a broad range of financing alternatives allows us to respond efficiently to future opportunities and evolving market conditions, while continuing to invest in growth and return capital to shareholders when appropriate.”
The NCIB Notice provides that the Company may, during the 12-month period commencing September 1, 2026 and ending August 31, 2027, or on such earlier date as Calian completes its purchases or provides notice of termination, purchase up to 994,301 Shares in total, representing approximately 10% of Calian’s public float of Shares as at August 18, 2026. As of the close of business on August 18, 2026 the Company had 11,518,313 Shares issued and outstanding. Except for block purchases permitted under the rules of the TSX, the number of Shares to be purchased per day will not exceed 9,797 which represents 25% of the average daily trading volume of the Shares on the TSX for the most recently completed six calendar months (being 39,191 Shares) prior to the TSX’s acceptance of the NCIB Notice. The actual number of Shares which may be purchased under the NCIB and the timing of any such purchases will be determined by management of the Company based on market conditions, capital availability and other relevant factors, subject to applicable law and the rules of the TSX.
Subject to any required regulatory approvals, all purchases of Shares under the NCIB will be conducted through the facilities of the TSX and/or alternative Canadian trading systems at prevailing market prices, or by such other means as may be permitted by the applicable securities regulator. All Shares purchased under the NCIB will be cancelled.
Calian has entered into an ASPP with Desjardins Securities Inc. (“Desjardins”) to allow for the purchase of Shares under the NCIB at times when the Company would ordinarily not be permitted to purchase Shares due to regulatory restrictions or self-imposed blackout periods.
Pursuant to the ASPP, prior to entering into a blackout period, Calian may, but is not required to, instruct Desjardins to make purchases under the NCIB in accordance with the terms of the ASPP. Such purchases will be determined by Desjardins in its sole discretion based on parameters established by Calian prior to the blackout period in accordance with the rules of the TSX, applicable securities laws and the terms of the ASPP. The ASPP has been pre-cleared by the TSX concurrently with the initiation of the NCIB.
To the knowledge of the Company, no director, senior officer or other insider of the Company or any of their associates currently intends to sell any Shares under the NCIB, however sales by such persons through the facilities of the Exchange or any other available market or alternative trading system may occur if the personal circumstances of any such persons change or if any such persons make a decision unrelated to these normal course purchases. The benefits to any such person whose Shares are purchased would be the same as the benefits available to all other holders whose Shares are purchased.
Under Calian’s normal course issuer bid expiring on August 31, 2026 (the “Expiring NCIB”), the Company received approval from the TSX to purchase for cancellation up to a maximum of 796,283 Shares, representing approximately 10% of Calian’s public float of Shares as at the close of business on August 18, 2025. As of the date hereof, the Company has repurchased and cancelled Nil Shares under the Expiring NCIB.
About Calian
For over 40 years, Calian has delivered mission-critical solutions when failure is not an option. Trusted worldwide, we empower organizations in critical industries to overcome obstacles, manage risks and drive progress. By combining the expertise of our people, proven industry insight, cutting-edge technology, bold innovation and global reach, we deliver tailored solutions that solve complex challenges. Headquartered in Ottawa, Canada, with over 6,000 people around the world, Calian’s solutions protect lives, strengthen security, foster global connectivity and drive economic progress, making a lasting impact where and when it matters most.
Product or service names mentioned herein may be the trademarks of their respective owners.
Media inquiries:
Media@calian.com
613-599-8600
Investor Relations inquiries:
ir@calian.com
DISCLAIMER
Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Such statements are generally accompanied by words such as “intend”, “anticipate”, “believe”, “estimate”, “expect” or similar statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, and including currency exchange rate fluctuations; and the impact of consolidations in the business services industry. For additional information with respect to certain of these and other factors, please see the Company’s most recent annual report and other reports filed by Calian with the Ontario Securities Commission. Calian disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No assurance can be given that actual results, performance or achievement expressed in, or implied by, forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.
