An anonymous representative of Plantro reports

PLANTRO LTD. ANNOUNCES PREMIUM ALL-CASH TENDER OFFER TO ACQUIRE UP TO 15% OF CLASS A LIMITED VOTING SHARES OF INFORMATION SERVICES CORPORATION

Plantro Ltd. has made an offer to acquire up to 2,777,342 Class A limited voting shares in the capital of Information Services Corp. at a price of $27.25 per Class A share, payable in cash. The tender price represents an attractive premium of approximately 10 per cent to the closing price of the Class A shares on March 31, 2025, and an approximately 9-per-cent premium to the volume-weighted average price (VWAP) of the Class A shares for the 10 trading days preceding the announcement of the tender offer. The total value of the tender offer, if fully taken up, is approximately $75.7-million. The tender offer is not a takeover bid under Canadian securities laws.

Shareholders who have questions with respect to the tender offer should contact Carson Proxy, information agent for the tender offer, at 1-800-530-5189 (North America toll-free) or 416-751-2066 (local and text) or by e-mail at info@carsonproxy.com. Tender offer materials will be available on the company's SEDAR+ profile.

Highlights:

• Premium tender offer of $27.25 per Class A share in cash for up to 2,777,342 Class A shares, representing an attractive premium of approximately 9 per cent to the trailing 10-day VWAP, for a total value of approximately $75.7-million;
• Plantro's tender offer provides shareholders with an opportunity to receive cash consideration in a stock that has been highly illiquid for many years;
• Plantro is optimistic that the board will recommend in favour of this opportunity for shareholders to receive liquidity for their stock at a premium to the market price and avoid entrenching behaviours that deprive shareholders of value.

The Plantro tender offer

The tender offer is open for acceptance by shareholders of the company until 5 p.m. Eastern Time on April 11, 2025, unless the tender offer is extended, varied or withdrawn. Plantro is making the tender offer to all shareholders of the company (other than Class A shares held by the Crown Investments Corporation of Saskatchewan or any other entity wholly owned by the Province of Saskatchewan). If the tender offer is withdrawn, Plantro shall cause all Class A shares delivered pursuant to the tender offer to be returned to shareholders. The tender offer is not subject to any financing condition and Plantro confirms that it has sufficient cash resources to pay for all Class A shares subject to the tender offer.

If more than the maximum number of Class A shares for which the tender offer is made are delivered in accordance with the tender offer and not withdrawn at the time of take up of the Class A shares, the Class A shares to be purchased from each depositing shareholder will be determined on a pro rata basis according to the number of Class A shares delivered by each shareholder, disregarding fractions, by rounding down to the nearest whole number of Class A shares.

The complete terms and conditions of the tender offer will be set out in an offer letter to shareholders, which will be publicly disclosed by way of a separate press release, as well as a form of letter of transmittal to be used to accept the tender offer. The tender offer is subject to certain conditions as set out in the offer documents which, unless waived, must be satisfied. In particular, the offer documents provide that each depositing shareholder whose Class A shares are taken up and paid for will appoint representatives of Plantro as its nominees and proxy for the company's annual meeting of shareholders to be held on May 13, 2025.

Plantro is relying on the exemption under Section 9.2(4) of National Instrument 51-102, Continuous Disclosure Obligations, to the circular requirements of applicable Canadian proxy solicitation laws. The tender offer is not a formal or exempt takeover bid under Canadian securities laws and regulations. In no event will Plantro (or its affiliates or associates) make any such purchases of Class A shares that would result in Plantro, together with its affiliates and associates, beneficially owning or exercising control or direction over more than 15 per cent of the outstanding Class A shares upon completion of the tender offer.

Full details of the tender offer are included in the offer documents and will be available on-line on the company's SEDAR+ profile.

Reasons to accept Plantro's tender offer:

1. All-cash premium: Shareholders will receive liquidity at an attractive premium to the current trading price of the Class A shares (a premium of approximately 10 per cent to the closing price of the Class A shares on March 31, 2025, and approximately a 9-per-cent premium to the VWAP of the Class A shares on the Toronto Stock Exchange for the 10 trading days preceding the announcement of the tender offer).
2. Limited liquidity: Plantro believes that another liquidity event for shareholders is unlikely. There is persistent and extreme lack of trading volume and liquidity in the Class A shares and the tender offer represents a unique opportunity for shareholders to receive liquidity at an attractive premium to the current trading price of the Class A shares in cash.

Background to the tender offer:

Plantro is making the tender offer to all shareholders of the company (other than Class A shares held by the Crown Investments Corporation of Saskatchewan or any other entity wholly owned by the Province of Saskatchewan) following a recent unsuccessful attempt to open discussions with the board of directors and management of the company on issues that included board refreshment and a potential strategic investment.

Plantro also considered acquiring Class A shares in the market, but the extreme and persistent lack of liquidity in the stock made this impossible. For example, on Friday, March 28, 2025, only 251 Class A shares traded on the TSX. This represents a meagre $6,144 of value traded versus a market capitalization of almost $500-million.

Plantro is drawn to Information Services because it believes that Information Services enjoys a durable competitive moat around its core offerings, which drive healthy cash flow and a strong balance sheet. Plantro remains hopeful that the board will engage constructively with Plantro and recommend in favour of the tender offer.

Plantro's advisers

Plantro has engaged Goodmans LLP as its legal adviser, Carson Proxy as its information agent, Odyssey Trust Company as depositary and Gagnier Communications as its strategic communications adviser.

About Plantro Ltd.

Plantro is a privately held company with an established record of making successful investments in undervalued and high-quality legal, financial and information services businesses.

Shareholder questions

Shareholders who have questions with respect to the tender offer or who need assistance in depositing their Class A shares may contact the depositary and information agent for the tender offer.

Depositary:  Odyssey Trust Company

Toll-free (United States and Canada):  1-888-290-1175

Calls (all regions):  587-885-0960

E-mail:  corp.actions@odysseytrust.com

Information agent:  Carson Proxy

North America toll-free:  1-800-530-5189

Local and text:  416-751-2066

E-mail:  info@carsonproxy.com

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