Investor Presentation August 8, 2019 1 DE:TSX.V Forward Looking - - PowerPoint PPT Presentation

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DE:TSX.V

DE listed on

Investor Presentation

August 8, 2019

DE:TSX.V

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DE:TSX.V

Forward Looking Information

In this presentation, “Decisive” or the “Corporation” means Decisive Dividend Corporation and, where the context requires, its operating subsidiaries, and “Northside” means the corporation operating as Northside Industries. Certain statements in this presentation contain forward-looking information and constitute forward-looking statements. All statements other than statements of historical fact contained in this report are forward-looking statements, including, without limitation, statements regarding the future financial position, operations, business strategy, plans and objectives, future acquisitions and debt refinancing, and the potential impact of completed and proposed acquisitions and debt refinancing

• n the operations, financial condition, capital resources, business and dividend policy of the Corporation. Readers can identify many of these forward-looking

statements by looking for words such as “believes”, “expects”, “will”, “may”, “intends”, “projects”, “anticipates”, “plans”, “estimates”, “continues” and similar words or the negative and grammatical variations thereof. Forward-looking statements are necessarily based upon a number of expectations and assumptions that, while considered reasonable by management at the time the statements are made, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are beyond the Corporation’s control and many of which are subject to change. Readers are cautioned to not place undue reliance on forward-looking statements which only speak as to the date they are made. Although management believes that the expectations and assumptions underlying such forward-looking statements are reasonable, there can be no assurance that such expectations or assumptions will prove to be correct. A number of factors could cause actual future results, performance, achievements and developments of the Corporation to differ materially from anticipated results, performance, achievements and developments expressed or implied by such forward-looking statements. Such factors include, but are not limited to, risks relating to: the proposed acquisition and debt refinancing; general economic conditions; government regulation; environmental regulation; operational performance and growth; acquisition risk; dependence on distributors and strategic relationships; ability to develop new products; weather and climate; supply and cost of raw materials and purchased parts; foreign exchange exposure; implementation of growth strategy; competition; reliance on management and key personnel; financing risk; litigation; product liability and warranty claims; credit facilities; income tax matters; dividends; reliance on technology; market trends and innovation; employee and labour relations; conflicts of interest; trading volatility of the Corporation’s shares; information technology; potential failure to achieve synergies and customer concentration risk. Assumptions about the performance of the businesses of the Corporation are considered in setting the business plan and financial targets for the Corporation and its

• businesses. Key assumptions include assumptions relating to the demand for products and services of the businesses of the Corporation and the Canadian and other

markets in which the businesses are active. Should one or more of the risks materialize and/or the expectations/assumptions prove incorrect, actual results, performance or achievements of the Corporation may vary materially from those described in forward-looking statements. All forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Corporation disclaims any obligation to update any forward-looking information or forward-looking statements to reflect future events or results or otherwise.

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DE:TSX.V

Non-GAAP Financial Measures

In this presentation, in discussing the financial performance of the Corporation (including pro forma information) and Northside, reference is made to the measure “EBITDA”, “Adjusted EBITDA”, “TTM EBITDA”, “TTM Adjusted EBITDA” and “Adjusted EBITDA available for growth, distribution and repayment of debt”, which management of the Corporation believes are meaningful in the assessment of financial performance.

• “EBITDA” is defined as earnings before finance costs, income taxes, depreciation and amortization.
• “Adjusted EBITDA” is defined as earnings before finance costs, income taxes, depreciation, amortization, foreign exchange gains or losses, other non-cash items such as gains or losses recognized
• n the fair value of contingent consideration items, asset impairment and restructuring costs, and any unusual non-operating one-time items such as acquisition costs.
• “TTM EBITDA” and “TTM Adjusted EBITDA” mean, in respect of a particular date or financial period relating to the Corporation or Northside, the trailing 12-month EBITDA or Adjusted EBITDA, as

the case may be, of the Corporation or target company, as applicable, ending as at such date or financial period.

• “Adjusted EBITDA available for growth, distribution or repayment of debt” is a key metric used by the Corporation to determine specific budget item approvals and for approving the monthly

dividend amount and is defined as earnings before interest, income taxes, depreciation, amortization, other non-cash items such as gains or losses recognized on the fair value of contingent consideration items, asset impairment and restructuring costs, and any unusual non-operating one-time items such as acquisition costs, less: debt repayments consisting of principal and interest, based on terms substantially similar to the outstanding debt with the Corporation’s senior lender; and expected dividend payments. These non-GAAP financial metrics are non-standard measures under GAAP (including IFRS in the case of the Corporation) and may not be identical to similarly titled measures reported by other

• companies. Readers are cautioned that the disclosure of these items is meant to add to, and not replace, the discussion of financial results as determined in accordance with GAAP. The primary purpose
• f non-GAAP financial measures is to provide supplemental information that may prove useful to investors who wish to consider the impact of certain non-cash or uncontrollable items on the

Corporation’s operating performance and who wish to separate costs associated with business acquisitions that do not relate to the ongoing performance of existing business. In calculating Adjusted EBITDA, certain items are excluded from net income or loss including interest, taxes, amortization and non-cash share-based compensation. Set forth below are descriptions of the financial items that have been excluded from net income or loss to calculate Adjusted EBITDA and the material limitations associated with using this non-GAAP financial measure as compared to profit or loss:

• The amount of interest expense incurred, or interest income generated, may be useful for investors to consider and may result in current cash inflows or outflows. However, management does not

consider the amount of interest expense or interest income to be a representative component of the day-to-day operating performance.

• Additionally, management does not consider foreign exchange gains or losses to be a representative component of the day-to-day operating performance.
• Depreciation and amortization expense may be useful for investors to consider because it generally represents the wear and tear on our property and equipment used in our operations. However,

management does not believe these charges necessarily reflect the current and ongoing cash charges related to our operating costs.

• Management does not consider one-time or non-recurring costs incurred to be a representative component of the day-to-day operating performance. Acquisition costs are nonoperating items

that can affect costs, with respect to planned and completed acquisitions. While a necessary expense as part of an acquisition, the magnitude and timing of these items may vary significantly depending upon the acquisition. As such, management does not consider acquisition costs incurred to be a representative component of the day-to-day operating performance.

• Manufacturing costs include non-cash charges to expense the fair value increment of acquired inventories sold in the period that were originally valued as part of the initial purchase in a business

acquisition, inventory write downs, and allowances for inventory obsolescence. Management does not consider these non-cash charges to be a representative component of the day-to-day

• perating performance.
• Similarly, goodwill impairment losses are non-cash charges that management does not consider to be a representative component of the day-to-day operating performance.
• With respect to the Corporation, share-based compensation may be useful for investors to consider because it is an estimate of the non-cash component of compensation received by the

Corporation’s directors, officers and employees. Management does not consider these non-cash charges to be a representative component of the day-to-day operating performance of the Corporation as the decisions that gave rise to these expenses were not made to increase revenue in a particular period, but were made for the Corporation’s long-term benefit over multiple periods.

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DE:TSX.V

Non-GAAP Financial Measures

While the foregoing are used by management of the Corporation to assess the historical financial performance, readers are cautioned that:

• Non-GAAP financial measures, such as EBITDA, Adjusted EBITDA, TTM EBITDA, TTM Adjusted EBITDA and Adjusted EBITDA for growth, distribution or debt repayment, are not recognized

financial measures and do not have any standardized meaning under GAAP

• the Corporation’s method of calculating such Non-GAAP financial measures, may differ from

that of other corporations or entities and therefore may not be directly comparable to measures utilized by them;

• Such Non-GAAP financial measures should not be viewed as an alternative to measures that are recognized under GAAP such as profit or loss or cash from operating activities; and
• the reader should not place undue reliance on such Non-GAAP financial measures.

In calculating “Adjusted EBITDA for growth, distribution or debt repayment”, certain items are excluded from Adjusted EBITDA, including the estimated annual acquisition financing costs, which includes debt repayments consisting of principal and interest, and dividends expected to be paid to shareholders at the last approved dividend rate, annualized. The Corporation considers Adjusted EBITDA in excess of the estimated annual acquisition financing costs to be available for additional discretionary purposes, which will primarily be (i)reinvested into the operations of the Corporation, (ii)distributed to shareholders in the form of additional dividends, or (iii) used to repay indebtedness.

Information Relating to Companies Acquired by Decisive in 2018

This presentation contains pro forma financial information for the year ended December 31, 2018, and for the trailing twelve months ended March 31, 2019, which combines: (i) Decisive’s actual financial results (which include the actual financial results of the two companies it acquired during 2018, Slimline Manufacturing Ltd. (“Slimline”) and Hawk Machine Works

• Ltd. (“Hawk”), for the applicable period during 2018 and 2019 when Decisive owned such companies and

(i) the actual financial results of Slimline and Hawk for the period during 2018 prior to such companies being acquired by Decisive. The historical financial information relating to Slimline and Hawk prior to acquisition by Decisive was prepared using the accounting standards for private enterprises (ASPE) and has not been audited.

Information Relating to Northside

This presentation contains certain information (including historical financial information) relating to Northside, a private company proposed to be acquired by Decisive. The information (including financial information) contained herein with respect to Northside is based upon information provided to Decisive by Northside and its management and shareholders. The financial information relating to Northside was prepared using the accounting standards for private enterprises (ASPE) and has not been audited.

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DE:TSX.V

Decisive Dividend (TSX.V:DE)

What We Do

We raise capital from investors to buy companies that create value for our shareholders. We look for established manufacturing companies with strong predictable cash flow to provide

• ur shareholders with stable and

growing monthly dividends.

Where We Invest

We are interested in North American based companies that have an enterprise value

• f up to $25 M.

Who We Are

Decisive was established to acquire a growing stable of successful companies for the long term that will provide steady and growing dividend payments to our shareholders.

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DE:TSX.V

Corporate Profile

Share price $3.90 52-week range $3.28 - $4.49 Total shares outstanding 11.10M basic 0.23M warrants (weighted average exercise price - $4.00) 0.89M options (weighted average exercise price - $3.63) 12.23M fully diluted Market capitalization $43.3M Debt $12.5M Monthly dividend per share $0.03 Annualized dividends per share $0.36 Annualized yield 9.2% Ownership 18% Directors and/or Insiders

Decisive Dividend DE:TSX.V Listing

August 8, 2019 Auditors PricewaterhouseCoopers LLP Legal Counsel MLT Aikins LLP Transfer Agent Computershare Banker Scotiabank/Roynat

• 20,000

40,000 60,000 80,000 100,000 120,000 140,000 3.00 3.20 3.40 3.60 3.80 4.00 4.20 4.40 4.60

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DE:TSX.V

Management Team

James Paterson

Chief Executive Officer

• Director, Chairman of the

Board and CEO since 2012

• Partner, Barrister and

Solicitor with Pushor Mitchell LLP , the largest law firm outside the lower mainland in BC, since 2003

• Focus on M&A,

restructurings and corporate finance

Dave Redekop

Chief Corporate Development Officer

• CPA, CA
• Director and Senior Officer

since 2012

• Over 20 years of financial

leadership experience with public companies, including high-tech, transportation and mining

Terry Edwards

Chief Operating Officer

• Director and COO since 2012
• Over 30 years of senior

management experience in legal, banking and manufacturing

• Most recently, COO, Pushor

Mitchell LLP

• Previously, CIBC Executive

Roles in BC and Ontario

Rick Torriero

Chief Financial Officer

• CPA, CA
• Joined Decisive in fall 2018
• Over 17 years of experience

in finance, accounting and taxation

• Held several senior finance

positions at Savanna Energy Services Corp. TSX- SVY (2004 – 2018)

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DE:TSX.V

Board of Directors

Board of Directors Principal Occupation Committees James Paterson (Chair) See Management Team bio David Redekop See Management Team bio Terry Edwards See Management Team bio Risk Bruce Campbell President and Portfolio Manager of StoneCastle Investment Management, an investment fund manager Audit, Governance & Compensation Michael Conway President of Stratcon Ventures Inc., and formerly the President & CEO, Finance Executives International, a senior financial executives association Audit (Chair) Peter Jeffrey President of PD&J Associates, a consulting business, since February 2013 and previously President of Whitewater Composites Ltd./Formashape and President and CEO of Avcorp Industries Inc. Risk (Chair) Robert Louie Proprietor of Indigenous World Winery since 2016 and Chief of the Westbank First Nation, a self-governing First Nation, from 2002 to 2016. Audit Warren Matheos Senior Business Development Manager – Western Canada at Temple Lifestyle Ltd., a brand developing company Governance & Compensation Tim Pirie President of Prospect Energy Services Ltd. Tim is also the Founder and Director of a privately held engineering / construction company currently working on E&P projects in the Middle East and a Founder of Petro Toro Inc., a Peruvian focused Oil & Gas Exploration Company Governance & Compensation (Chair), Risk, Lead Director

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DE:TSX.V

Why Decisive?

Vendors

• Exit opportunity
• Business legacy continues
• Opportunity to cash out

(max. 90% of the purchase price is paid in cash)

• Participate in future Decisive growth

(min. 10% of the purchase price is paid in Decisive shares)

Employees

• Business as usual
• Opportunity for equity ownership

(Employee Share Purchase Plan)

• Capital to grow the business
• Stability of long-term ownership

Shareholders

Growing diversified portfolio of companies Monthly dividend policy, dividend reinvestment plan now in place

Growth opportunities

• Strong deal flow
• Goal to acquire an average of one

company annually

• Organic growth of existing companies
• Synergistic opportunities in existing and

future acquisitions – strategic fit DE:TSX.V

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DE:TSX.V

Acquisition Philosophy

Buy / Build / Hold

• Long term ownership
• Partner with existing management
• Disciplined purchase price based on EBITDA

multiple

►Long track record of profitable operations, with an enterprise value of up to $25M ►Specialty manufacturing (sustainable competitive advantage) ►Focus on non-discretionary products ►Cash flow positive with growth potential Portfolio Company Qualities

Strong Partnerships

• Strong strategic planning
• Access to resources and talent
• Strategic investment in growth opportunities

►Acquire 100% ownership ►Purchase consideration includes min. 10% Decisive shares, remainder cash ►Long-term leverage target of 50% debt / 50% equity ►Operations based in North America Portfolio Company Criteria

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DE:TSX.V

0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x

Blaze King Unicast Slimline Hawk Machine

Attractive Acquisition Multiple

EBITDA Multiple

Acquired Company Industry Acquisition Price Acquisition EBITDA Multiple Full Time Employees Blaze King manufactures a variety of wood burning hearth products 6.9M 5.2x(1) 77 Unicast designs and distributes quality cast replacement wear parts 9.7M 4.3x(2) 19 Slimline designs, manufactures and markets agricultural sprayers and evaporation systems 7.0M 3.9x(3) 33 Hawk Machine third-party producer of downhole tools for the oil and gas industry, and ground rod products for the power utility industry 12.3M 2.4x(4) 66

(1) Based on the TTM Adjusted EBITDA to February 28, 2015 (2) Based on the Adjusted EBITDA for the year ended May 31, 2015 (3) Based on the TTM Adjusted EBITDA to March 31, 2018 (4) Based on the Adjusted EBITDA for the year ended October 31, 2017

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DE:TSX.V

$0.020 $0.025 $0.030 $0.010 $0.015 $0.020 $0.025 $0.030 $0.035

Sound Financial Track Record

Dividend policy:

• Monthly dividends paid to Shareholders
• Cumulative payout since June 2015 - $9.5 M
• DRIP instituted commencing January 2019 for regular monthly dividend
• Dividend yield of ~9.2% based on August 8, 2019 share price of $3.90

Cumulative FY15 $0.18 $0.18 FY16 $0.30 $0.48 FY17 $0.35 $0.83 FY18 $0.36 $1.19 PY19 $0.21 $1.40

Dividends Paid Per Share Monthly Dividend

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DE:TSX.V

Milestones

Decisive shares commence trading on TSX Venture Exchange as a Capital Pool Company Blaze King acquired, $2 million raised at $2 per share Monthly Dividend Policy implemented - $0.02 per share $0.24 per share annualized 2013 September 2015 February 2015 June Monthly dividend increased 25% - $0.025 per share $0.30 per share annualized Unicast Inc. acquired, $5 million raised at $3 per share Monthly dividend increased 20% - $0.03 per share $0.36 per share annualized 2015 September 2016 June 2017 March Slimline Manufacturing acquired Hawk Machine Works acquired $14.95M raised at $4 per share 2018 May 2018 June 2018 July Debt Financing and Proposed Northside Acquisition 2019 August

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DE:TSX.V

Acquisition 1: Blaze King

Blaze King manufactures a variety of wood burning hearth products. As listed by the EPA, Blaze King has three of the top seven most efficient and cleanest wood stoves in North America.

• Established in 1977
• Facilities in Penticton, BC & Walla Walla,

Washington

• 77 employees (60 in Canada, 17 in USA)

Profile

• Alan Murphy, President
• Sheila Hawthorne, Operations Manager
• Louise Lalor, Controller

Key employees

• Acquired: February 2015 for $6.9M
• Priced at 5.2x TTM Adjusted EBITDA to

February 28, 2015

Transaction

• Issued 330,000 shares at $2 to the

vendors

• $2.0M in a private placement by issuing

1,004,250 shares at $2

• $3.5M bank debt
• Balance paid with cash on hand

Financing:

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DE:TSX.V

Acquisition 2: Unicast Inc.

Unicast designs and distributes quality cast replacement wear parts for the cement, mining, aggregate, and coal industries worldwide.

• Acquired: June 2016 for $9.7M;
• Priced at 4.3x Adjusted EBITDA for the

year ended May 31, 2015

Transaction

• Issued 516,996 shares at $3 to the

vendors

• $5.0M in a private placement by issuing

1,659,114 shares at $3

• Balance from $5.5M bank debt

Financing:

Convertible Modular Valve Titanium Carbide Hammers Ceramic lined pipe Blow Bar

• Established in 1994
• Facilities in Kelowna, BC
• 19 Employees

Profile

• Ron Birnie-Brown, President
• Patrick Whittingham, Controller
• Kevin Sziva, Sales Manager

Key employees

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DE:TSX.V

Acquisition 3: Slimline Manufacturing

Slimline designs, manufactures and markets agricultural sprayers and evaporation systems for sale and distribution in North America and worldwide.

• May 2018 for $7.0M, including earn-out
• Priced at 3.9x TTM Adjusted EBITDA to

March 31, 2018

Transaction

• Issued approximately 258,000 shares at

$3.88 to the vendors

• $6.0M bank debt

Financing:

SL130 Land-based Evaporator Sprayer with grape attachment Heavy Duty Sprayer

• Established in 1948
• Facilities in Penticton, BC
• 33 Employees

Profile

• John McMillan, President
• Kevin Klettke, Production Manager
• Wayne Riddle, Sales Manager
• Ron Wirth, Controller

Key employees

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DE:TSX.V

Acquisition 4: Hawk Machine Works

Hawk Machine is a third-party producer of downhole tools for the oil and gas industry, and ground rod products for the power utility industry.

• June 2018, for $12.3M
• Priced at 2.4x Adjusted EBITDA for the

year ended October 31, 2017

Transaction

• Issued 678,392 shares at $3.98 to the

vendors

• Balance from $14.95M equity raise -

3,737,500 shares at $4

Financing:

Ground rod Downhole tool threading Ground rod threading Downhole tool

• Established in 1998
• Facilities in Linden, Alberta
• 67 Employees

Profile

• Duane Klassen, President
• Shawn Ramnarine, General Manager
• David Clyde, Controller

Key employees

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DE:TSX.V

Proposed Acquisition – Northside Industries

Northside Industries

Purchase price $12.0M(1) EBITDA multiple (based on TTM Adjusted EBITDA as of March 2019) 3.00x Expected close date August 16, 2019 New proceeds from debt re-financing – interest only $9.0M Vendor shares to be issued on closing (2) $1.2M Current DDC operating line $1.8M

(1) - plus up to an additional $4.0M paid out over the next three years, contingent on meeting financial targets

• ver the three-year period following closing.

(2) – the number of Decisive shares will be based on the volume-weighted average price of the shares traded on the TSXV during the 10-trading day period ended on the date prior to closing.

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DE:TSX.V

Proposed Acquisition 5: Northside Industries

Northside is a full-service provider of welding and fabrication solutions for a diverse number of industries. The current focus is in the commercial vehicle and forestry sectors but Northside also has exposure to the agriculture, environmental, and oil and gas sectors, among others.

• Acquisition Date: August 2019 for $12.0M,

plus up to an additional $4.0M on meeting financial targets over a three-year period;

• Priced at 3.00x TTM Adjusted EBITDA to

March 2019

Transaction

• Issuance of $1.2M in DDC shares to

vendor on closing

• $9.0M term loan, interest-only
• Balance paid from operating line

Financing:

• Established in 1967
• Facilities in West Kelowna, BC
• 90 Employees, 80 in manufacturing and 10 in

management

Profile

• Mark Burleigh, President
• Rob Estok, Operations Manager
• Nick Engene, Quality Manager
• Grant Duncan, Controller

Key employees

Fuel Tanks Hydrau-Flo IronFeather

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DE:TSX.V

Non-GAAP Financial Measures

A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measure in the financial statements of the Corporation, Slimline, Hawk and Northside is as follows: (000’s)

Decisive Dividend Corporation

For the year ended December 31, 2018 (audited(1))

Slimline Manufacturing Ltd.

For the five-month period ended May 30, 2018 (unaudited)

Hawk Machine Works Ltd.

For the six-month period ended June 28, 2018 (unaudited)

Decisive Dividend Corporation

Total Proforma For the year ended December 31, 2018

Northside Industries

For the twelve-month period ended December 31, 2018 (unaudited)

Total Proforma

Profit (loss) 550 813 1,174 2,537 3,097 5,634 Plus: Income tax expense (recovery) 124 164 446 734 1,090 1,824 Plus: amortization and depreciation 1,545 60 445 2,050 187 2,237 Plus: financing costs 689 8 13 710 46 756 EBITDA(1) 2,908 1,045 2,078 6,031 4,420 10,451 Plus: share-based payments 508

• 508
• 508

Plus: Goodwill impairment losses 717

• 717
• 717

Less: Foreign exchange income (985) (52) (53) (1,090) (261) (1,351) Less: Gain on sale of equipment (9) (10)

• (19)
• (19)

Less: Interest income (9) (9) (11) (29)

• (29)

Plus: fair value adjustments 957 53 72 1,082

• 1,082

Plus: Related party charges in excess of fair market value

• 66

60 127

• 127

Plus: Non-recurring professional fees

• 67

4 70

• 70

Plus: acquisition-related costs 483

• 483
• 483

Adjusted EBITDA(1) 4,570 1,160 2,150 7,880 4,159 12,039

(1) Readers are cautioned that: EBITDA and Adjusted EBITDA are non-GAAP financial measures not disclosed in the December 31, 2018 financial statements and therefore are “unaudited”; and although the reconciling items between Profit (loss) before taxes are separately identified in the financial statements, the audit opinion provided on the financial statements relates to the financial statements as a whole and not individual line items

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DE:TSX.V

Non-GAAP Financial Measures

A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measure in the financial statements of the Corporation, Slimline, Hawk and Northside is as follows: (000’s)

Decisive Dividend Corporation For the year ended December 31, 2018 (audited(1)) Deduct: Decisive Dividend Corporation For the three- month period ended March 31, 2019 (unaudited) Add: Decisive Dividend Corporation For the three- month period ended March 31, 2019 (unaudited) Decisive Dividend Corporation For the twelve- month period ended March 31, 2019 (unaudited) Slimline Manufacturing Ltd. For the two-month period ended May 30, 2018 (unaudited) Hawk Machine Works Ltd. For the three- month period ended June 28, 2018 (unaudited) Decisive Dividend Corporation For the twelve- month period ended March 31, 2019 (Proforma) Northside Industries For the twelve- month period ended March 31, 2019 (unaudited) Total Proforma

Profit (loss) 550 273 (242) 35 (345) (281) (591) 3,022 2,431 Plus: Income tax expense (recovery) 124 (15) (59) 80 164 (26) 218 1,062 1,280 Plus: amortization and depreciation 1,545 237 606 1,914 50 265 2,229 196 2,425 Plus: financing costs 689 113 209 785 1 7 793 46 839 EBITDA(1) 2,908 608 514 2,814 (130) (35) 2,649 4,326 6,975 Plus: share-based payments 508 75 44 477

• 477
• 477

Plus: Goodwill impairment losses 717

• 717
• 717
• 717

Less: Foreign exchange income (985) (469) 217 (299) (4) (51) (354) (60) (414) Less: Gain on sale of equipment (9)

• (9)
• (9)
• (9)

Less: Interest income (9) (1) (27) (35) (4) (9) (48) (15) (63) Plus: fair value adjustments 957

• 957

53 72 1,082

• 1,082

Plus: Related party charges in excess of fair market value

• 66

30 97 55 152 Plus: Non-recurring professional fees

• 67

4 70 112 182 Plus: acquisition-related costs 483 127 31 387

• 387
• 387

Adjusted EBITDA(1) 4,570 340 779 5,009 48 11 5,068 4,418 9,486

(1) Readers are cautioned that: EBITDA and Adjusted EBITDA are non-GAAP financial measures not disclosed in the December 31, 2018 financial statements and therefore are “unaudited”; and although the reconciling items between Profit (loss) before taxes are separately identified in the financial statements, the audit opinion provided on the financial statements relates to the financial statements as a whole and not individual line items

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Pro Forma Financial Information

The table below sets forth the pro forma combined financial information of Decisive and the acquisition of Northside Industries:

‘000s DDC DDC Year ended 2018 Northside 2018(4) Total Year ended, 2018(2) Pro forma(3) Adjusted EBITDA(1) $4,570 $7,880 $4,144 $12,024 Debt payments (1,978)(5) (1,145) (720) (1,865)(6) Dividends (3,085) (3,969) (108) (4,077) Adjusted EBITDA available for growth, distribution or debt repayment(1) $(493) $2,766 $3,316 $6,082(8) Current and long-term portions of long-term debt $13,319 $13,275 $ 9,000 $22,275 Equity 23,417 23,417 1,200(7) 24,617(7) Cash (netted against capital) (1,815) (1,815) 1,800 (15) Total capital $34,921 $34,921 $12,000 $46,921 # of shares 11,025 11,025 300(9) 11,325 Adjusted EBITDA per share $0.41 $0.71 $0.37 $1.06

1) See “Non-GAAP Financial Measures” on page 3 & 4. 2) Based on Decisive’s unaudited financial information for the TTM ended March 31, 2019, other than as noted in (5) and (6) below. See Non-GAAP reconciliation on page 21. 3) Based on Slimline’s unaudited financial information for the period April 1, 2018 to May 30, 2018, the audited results for the period June 1, 2018 to December 31, 2018, and unaudited results for the period January 1, 2019 to March 31, 2019, and Hawk’s unaudited financial information for the period April 1, 2018 to June 28, 2018, the audited financial information for the period June 29, 2018 to December 31, 2018, and the unaudited financial information for the period January 1, 2019 to March 31, 2019. 4) Based on Northside’s unaudited financial information for the period April 1, 2018 to March 31, 2019, other than as noted in (6) below. See Non-GAAP reconciliation on page 21. 5) Actual debt and interest payments incurred for the period ended March 31, 2019. 6) Based on management’s estimate of principal and interest payments on acquisition debt and debt refinancing as finalized with the Corporation’s senior lender, expected to be in place prior to the acquisition of Northside. Debt will be interest only going forward, but Decisive may make up to $3.0M of debt payments per year. 7) Equity issued in connection with the proposed Northside acquisition is for the shares issued to Northside vendor as part of payment for the transaction. See details on page 18 8) Adjusted EBITDA available for growth, distribution or debt repayment does not include management’s best estimate of annual capital expenditures of $1.0M (Blaze King - $400K; Slimline - $100K; Hawk - $250K, Northside -$250K), or payment of income taxes. 9) Assumption - $1.2M of shares issued at $4.00 per share

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Pro Forma Financial Information

The table below sets forth the pro forma combined financial information of Decisive and the acquisition of Northside Industries:

‘000s DDC DDC TTM ended March 31, 2019 Northside TTM ended March 31, 2019(4) Total Proforma TTM ended, March 31 2019(2) Pro forma(3) Adjusted EBITDA(1) $5,009 $5,068 $4,144 $9,486 Debt payments (2,267)(5) (1,118) (720) (1,838)(6) Dividends (3,497) (3,988) (108) (4,096) Adjusted EBITDA available for growth, distribution or debt repayment(1) $(755) $(38) $3,590 $3,552(8) Current and long-term portions of long-term debt $12,897 $12,897 $ 9,000 $21,897 Equity 22,309 22,309 1,200(7) 23,509(7) Cash (netted against capital) (2,253) (2,253) 1,800 (453) Total capital $32,953 $32,953 $12,000 $44,953 # of shares 11,077 11,077 300(9) 11,377 Adjusted EBITDA per share $0.45 $0.46 $0.39 $.83

1) See “Non-GAAP Financial Measures” on page 3 & 4. 2) Based on Decisive’s audited financial information for the year ended December 31, 2018, other than as noted in (5) and (6) below. See Non-GAAP reconciliation on page 20. 3) Based on Slimline’s unaudited financial information for the period January 1, 2018 to May 30, 2018, and the audited results for the period June 1, 2018 to December 31, 2018, and Hawk’s unaudited financial information for the period January 1, 2018 to June 28, 2018, and the audited financial information for the period June 29, 2018 to December 31, 2018. 4) Based on Northside’s unaudited financial information for the period January 1, 2018 to December 31, 2018, other than as noted in (6)

• below. See Non-GAAP reconciliation on page 20.

5) Actual debt and interest payments incurred for the period ended December 31, 2018. 6) Based on management’s estimate of principal and interest payments on acquisition debt and debt refinancing as finalized with the Corporation’s senior lender, expected to be in place prior to the acquisition of Northside. Debt will be interest only going forward, but Decisive may make up to $3.0M of debt payments per year. 7) Equity issued in connection with the proposed Northside acquisition is for the shares issued to Northside vendor as part of payment for the transaction. See details on page 18 8) Adjusted EBITDA available for growth, distribution or debt repayment does not include management’s best estimate of annual capital expenditures of $1.0M (Blaze King - $400K; Slimline - $100K; Hawk - $250K, Northside -$250K), or payment of income taxes. 9) Assumption - $1.2M of shares issued at $4.00 per share

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DE:TSX.V

Financial Performance

The table below sets forth the financial results for Decisive for the periods as described below:

‘000s TTM ended Year ended Year ended Year ended Period ended: March 31, 2019 2018 2017 2016 Revenue (1) $ 42,396 $ 37,993 $ 23,451 $ 17,513 Gross margin 14,735 13,236 10,003 7,909 Expenses (14,248) (12,848) (8,903) (8,124) Profit before taxes 115 674 574 (466) Add (deduct): Interest expense/financing costs 785 689 502 402 Amortization 1,914 1,545 582 791 EBITDA 2,814 2,908 2,052 731 EBITDA % Add (deduct): Acquisition costs 6.6% 387 7.7% 483 8.8%

• 4.0%

381 Goodwill Impairment 717 717

• Fair value inventoryadjustment

957 957 835 460 Share-based compensation 477 508 412 1,147 Foreign Exchange expense (299) (985) 541 251 Interest Income (35) (9) (13) (4) Gain on sale ofequipment (9) (9) (2)

• Adjusted EBITDA (2)

$ 5,009 $ 4,570 $ 3,825 $ 2,714

1) Revenue for the year ended 2016 includes a full year of operations

• f Blaze King and six months of operations of Unicast. Revenue for

the year ended 2017 includes a full year of operations for both Unicast and Blaze King. Revenue for the year ended 2018 includes seven months of operations for Slimline and approximately six months of operations for Hawk. Revenue for the trailing twelve months ended March 31, 2019 includes ten months of operations for Slimline and approximately nine months of operations for Hawk. 2) Adjusted EBITDA is used as a profitability measure in this document. Please refer to the “Non-GAAP Financial Measures” section of this document for further discussion on these measures.

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DE:TSX.V

Investment Highlights

Attractive Dividend

Growing monthly dividend backed by solid free cash flow

Diversification

Diversification among portfolio companies, with attractive purchase multiples going in due to fragmented market ripe for consolidation

Proven Leadership Team

Proven leadership team Management remains in control of the day to day operations

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DE:TSX.V DE listed on

#201-1674 Bertram Street Kelowna, BC V1Y 9G4 Canada

Contact:

250-870-9146 dave@decisivedividend.com David Redekop, Chief Corporate Development Officer